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HomeMy WebLinkAboutCarahsoft Granicus at Carahsoft - 092826 PIGGYBACK PURCHASING AGREEMENT This Piggyback Purchasing Agreement ("this Agreement") is between Jefferson County, a Washington state political subdivision and municipal corporation ("County"), and Carahsoft Technology Corporation (UBI Number 603 053 226), a Corporation, having its principal offices at 11493 Sunset Hills Road, Suite 100, Reston,VA 20190("Contractor"). RECITALS WHEREAS, pursuant to RCW 39.26.050 Jefferson County has entered into a one-time local use agreement with the Washington Department of Enterprise Services which authorizes Piggyback Purchasing and is attached as Appendix A. WHEREAS, after complying with its competitive purchasing and solicitation requirements, Contractor executed Washington Master Contract No. 051116 with the Washington Department of Enterprise Services for cloud solutions for the Granicus Operations Cloud Program as described in Granicus Proposal attached as Appendix B and Contractor ("Master Contract"), attached as Appendix C,and incorporated by reference. WHEREAS, County and Contractor desire to enter into this Agreement for the purpose of: (1) acknowledging a cooperative contractual relationship under the Master Contract; and, (2) establishing the terms and conditions by which Contractor may provide County with services or purchases identified in the Master Contract. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, the following mutual covenants and conditions, and any other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, County and Contractor agree as follows: 1. Master Contract. Contractor affirms and ratifies the terms and conditions of the Master Contract with the Washington Department of Enterprise Services and agrees to provide the Purchases consistent with the Master Contract for County until all aspects of the Purchases are completed. Contractor further agrees that for the purposes of interpretation and enforcement of the Master Contract shall be considered a participating entity, including for purposes of insurance and indemnification. Any rights, duties, or obligations the Washington Department of Enterprise Services or a participating entity has under the Master Contract shall inure to the benefit of County, and any rights, duties, or obligations Contractor has under the Master Contract shall inure to the benefit of Contractor. 2. Term of Agreement. This Agreement shall be effective on the date the last party signs the Agreement (the Effective Date) and shall remain in effect for five years from the Effective Date,unless terminated or extended. 3. Scope of Work. Contractor shall perform the work required in the Master Contract for County in Appendix A. 'q,�rlxuk /3,,, iut.s,„<, ft=irrrrturrN 4. Compensation. The maximum compensation to be paid under this Agreement is required in the Master Contract. 5. Termination. This Agreement may be terminated by either party upon 10-days written notice, given pursuant to the notice provision in Section 6. 6. Notice. Each party's contract representative, as designated below, shall be responsible for administering this Agreement for that party. A party may change its representative by providing written notice to the other party. Notices to County shall be sent to the following address: Jefferson County Risk Management P.O. Box 1220 Port Townsend, WA 98368 Notices to Contractor shall be sent to the following address: Granicus at Carahsoft 11493 Sunset Hills Road Suite 100 Reston, Virginia 20190 Any notice required under this Agreement shall be in writing and deemed received on the date personally delivered to other party's contract representative, or on the third day after deposit by registered or certified first-class U.S. mail, postage prepaid and properly addressed. 7. Disputes. The parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to County Risk Manager, whose decision in the matter shall be fmal, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. Contractor hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 8. Compliance with Laws. Contractor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. =.id��'C l'rtrrlt<tsr�r Is>1 ,)'hC7r Page 9. Independent Contractor. Contractor and County agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Contractor,or any employee of Contractor 10. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended, Contractor agrees to maintain all records constituting public records and to produce or assist County in producing such records, within the time frames and parameters set forth in state law. Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days, notify County by providing a copy of the request per the notice provisions of this Agreement. 11. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 12. Implied Terms. Each provision of law and any terms required by law to be in this Agreement are made a part of this Agreement as if fully stated in it. 13. Contract documents. The Contract documents consist of this Agreement and its appendices and exhibits. i t. Precedence. In the event of a conflict between or among the Contract documents,the order of precedence shall be this Agreement, then Contractor Master Contract and then the Master Contract and any of their appendices and exhibits. 15. Event of Conflict. In the event of any conflict or inconsistency between the provisions of this Agreement and the Master Contract, the provisions of this Agreement shall prevail. If the provisions of this Agreement are not in direct conflict, then the provisions of this Agreement and the Master Contract shall be read together. 16. Counterparts/Electronic Signature. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and P„ ,nti Nurclxcvrk L> .,.-uirr P9 C effect as if all the parties had signed the original. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures.. 17. Non-Exclusive Agreement. County may at its discretion enter into multiple agreements to obtain the same or similar services that are the subject of this Agreement or may have its own employees perform the same or similar purchases contemplated by this Agreement. 18. Integrated Agreement. This Agreement together with attachments or addenda represents the entire and integrated Agreement between County and Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by County within the scope of this Agreement. Contractor ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by Contractor, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 19. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Contractor. 20. Maintenance of Records. Each party shall maintain books, records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either to perform this Agreement. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor, and federal officials so authorized by law. All books, records, documents, and other material relevant to this Agreement shall be retained for six years after expiration of agreement. The Office of the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly authorized by the parties shall have full access and the right to examine these materials during this period. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. Records and other documents, in any medium, furnished by one party to this Agreement to the other party, shall remain the property of the furnishing party, unless otherwise agreed. 21. Authorization. Each party signing below warrants to the other party, that they have the full power and authority to execute this Agreement on behalf of the party for whom they sign with all terms binding commitments on behalf of the person signing and the party for which they purport to act. (SIGNATURES APPEAR ON THE NEXT PAGE) l'rga;l-back Piacha.crat Page 2 JEFFERSON COUNTY WASHINGTON CARAHS T CHNOLOGY CORP Board of County Commissioners Jefferson u ty, W hington By: `/ a�i/�G- BY. Shawn Frederick, ate Signature Central Services Director,* (i5 � '✓ 03� Name: Approved as to form only: Title: Vr`a' `� go c C. 4111,' 09-23-2026 Date: 2t /.1 c, JeremiB. ► ,ther, Date Civil Deputy Prosecuting Attorney * As delegated by the Jefferson County Board of Commissioners on September 28,2026 APPENDIX A—AGREEMENT WITH WDES [Agreement with the Washington Department of Enterprise Services] Ptggrhack Purchasing tgrecerertt Page 2 A rrd MASTER CONTRACT USAGE AGREEMENT This Master Contract Usage Agreement(the"Agreement") is made pursuant to Chapter 39.34 of the Revised Code of Washington, and other applicable laws, by and between the state of Washington(the"State"),acting by an through the Department of Enterprise Services("DES"), an agency of the State,and Entity Name Jr✓` — —— a state agency, or local or federal agency or entity, or public benefit nonprofit corporation,or any tribe located in the State (`'Buyer"). 1. Purpose: The purpose of the Agreement is to establish the terms and conditions for when Buyer purchases or acquires goods and services for its direct use under contracts entered into by DES that permit such use("Master Contracts"). 2. Duration. This Agreement will become effective on date of execution, and will continue in full force and effect until thirty(30) days following receipt of written notice from either party cancelling this Agreement 3. Agreement Contact Information: Contact person to whom contract documents and related communications are to be mailed or faxed. Organization Name. T� Aes G itteir�_j Tax Identification Number: L ell_ /Dy /3 Unified Business Identifier Required for Non-Profit /6 r_ //!? / ` Contact Name: y, / u G'4� r✓ Title' E-�/�-1 T- 41ifi j Address: C/ J.e . !`f'* 4 * ! `i, �`p City. / .. / State: ' Zip. cg✓L'O Phone Number: 36,69 9 7/ Email Address: � `G©ltte. 0 C-6 ca/er*r /f. 4. Cancellation of Agreement This agreement can be terminated by either party upon 30 days written notice provided to DES at. Email to mcua@des.wa gov OR Mail to WA Dept of Enterprise Services MCUA, Attn. Kris Gorgas P.O. Box 41409 Olympia. WA 98504-1409 5. Financial Responsibility Buyer will deal directly v,ith the Master Contract contractor.. ,upplier, or service supplier(`'Contractor")for any purchases Buyer makes pursuant to this Agreement and under a Master Contract. DES does not accept any responsibility financial or otherwise, for any purchase Buyer makes under a Master Contract. A DES use oily 6. Compliance with Other Laws: Each of the parties will comply with all applicable federal, state,and local laws and regulations governing its own purchases. 7. Master Contract Audits: Buyer agrees to cooperate with DES,the Office of the State Auditor, federal officials,or any third party authorized by law,rule,regulation or contract, in any audit conducted by such party related to any Master Contract(s)that Buyer has made purchases from pursuant to this Agreement, including providing records related to any purchase from a Master Contract. In addition, Buyer agrees to provide, upon request from DES,documentation to confirm its eligibility to use Master Contracts. 8. Dispute Resolution. If there are any disputes between Buyer and a Contractor, Buyer agrees to(a)provide DES written notice of the nature of the dispute;and(b)unless otherwise provided in the Master Contract or as set forth below, work in good faith with the Contractor to resolve the dispute without the involvement of DES DES may,upon request,review and assist in the resolution of a dispute,and if DES chooses to do so,the Buyer will cooperate with DES in that resolution process. In its sole discretion, DES may,but is not obligated to, upon written notice to Buyer,resolve disputes with a Contractor on behalf of Buyer and all other state, local, and federal agencies, local governments,and public benefit nonprofit corporations with similar or related disputes with such Contractor 9 No Separate Entity. No separate legal or administrative entity is intended to be created by. or for the administration of, this Agreement 10. Hold Harmless Each party agrees to defend, indemnify, and hold the other party harmless from any claim arising from such party s sole negligent, reckless, or willful misconduct. 11. Entire Agreement This Agreement sets forth the entire agreement between the parties, and supersedes any other prior written agreements between the parties. with respect to the subject matter hereof. IN WITNESS WHEREOF the parties having read this Aggreement agree to it in each and every particular,and have executed it below. APPROVED APPROVED WASHINGTON STATE DEPARTMENT OF ENTERPRISE SERVICES C .�tY/2 aietrj Entity Name Entity me �1-u -< Signature Signature"',/ Roselyn Marcus Assistant Director 1 e't �--" Rj a. , Name/Title --- Name' le _ �_�HA. J D 7// (r/' 1- 0/.3 _ _ 6' l l Date Date APPENDIX B—PROPOSAL, INCLUDING SCOPE OF WORK [Insert Proposal] UUVtKINIVItIN I - F'KILt QUO I Al IUI' Granicus at Carahsoft {. 114 '3 SUNSET fili. S ROAD ( SUITE 100 RESTON, VIROINI I?r carahsoft �E�c���r 1r13) 811.8500 , FAX (703) 8/ 8505 i TOLL. FR GGRAN ICU S WWW CARAHSUFT (_:OM I GRANICUS(u>CARAHSOFT. .( TO Ken Hugoniot FROM: Brittney Vance Public Records Administrator Granicus at Carahsoft Jefferson County 11493 Sunset Hills Road 1820 Jefferson St. Suite 100 PO Box 1220 Reston,Virginia 20190 Port Townsend,WA 98368 USA EMAIL. khugoniot@co.jefferson.wa.us EMAIL: Brittney.Vance@carahsoft.com PHONE: (360)385-9174 PHONE: (571)662-3094 x (703)871-8505 TERMS: FTIN: 52-2189693 QUOTE NO: 59731803 Shipping Point: FOB Destination Remit To: Same as Above QUOTE DATE: 09/14/2026 Payment Terms: Net 30(On Approved Credit) QUOTE EXPIRES: 09/30/2026 Cage Code: 1P3C5 RFQ NO: DUNS No 088365767 SHIPPING: ESD UEI:DT8KJHZXVJH5 TOTAL PRICE: $37,324.92 Credit Cards: VISA/MasterCard/AMEX Sales Tax May Apply WA Tax $3,545.87 TOTAL.QUOTE: $40,870.79 LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE NEW SUBSCRIPTION FEES 1 GR-BND-RCR-REC Granicus Operations Cloud-Records Requests-Each- $31,634.72 OM 1 $31,634.72 Annual Subscription Granicus-GXC-BND-RCR-REC Start Date:09/15/2026 End Date 09/14/2027 2 GR-GQA-OCR-REC-2 Image-to-Text Conversion(OCR)Each-Annual NSP OM 1 $0.00 Subscription Granicus-GOVM-GQA-OCR-REC Start Date:09/15/2026 End Date:09/14/2027 3 GR-GQA-PST-REC-2 PST Email Extractor Each-Annual Subscription NSP OM 1 $0.00 Granicus-GOVM-GQA-PST-REC Start Date:09/15/2026 End Date:09/14/2027 4 GR-QA-OCRS-REC-2 Image-to-Text Conversion(OCR)Annual Services and $832.03 OM 1 $832.03 Maintenance Each-Subscription Granicus-GOVM-GQA-OCRS-REC Start Date:09/15/2026 End Date:09/14/2027 5 GR-QA-PSTS-REC-2 PST Email Extractor Annual Services and Maintenance $599.06 OM 1 $599.06 Each-Subscription Granicus-GOVM-GQA-PSTS-REC Start Date:09/15/2026 End Date:09/14/2027 6 GR-ADD-CRAC-REC-2 Experience Services Catalog Accelerator-Each-Annual $0.75 OM 25 $18.75 Subscription Granicus-GXC-ADD-CRAC-REC Start Date:09/15/2026 End Date:09/14/2027 NEW SUBSCRIPTION FEES SUBTOTAL: $33,084.56 RENEWING SUBSCRIPTION FEES 7 GOVM-GQA-PAY-SUB-2 Payments Module Each-Annual Subscription $4,240.36 OM 1 $4,240.36 Granicus-GOVM-GQA-PAY-SUB Start Date:09/15/2026 End Date:09/14/2027 CONFIDENTIAL 09/14/2026 cnm on, GOVERNMENT- PRICE QUOTATION Granicus at Carahsoft carahsoft 11493 SUNSET HILLS ROAD I SUITE 100 I RESTON,VIRGINIA 20190 PHONE (703)871-8500 i FAX(703)871-8505 ; TOLL FREE (888) 66CARAH GLI‘ GRAN I CU S WWW.CARAHSOFT.COM i GRANICUS@JCARAHSOFT.COM LINE: NO PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE RENEWING SUBSCRIPTION FEES SUBTOTAL $4,240.36 SUBTOTAL: $37,324.92 TOTAL PRICE: $37,324.92 WA Tax $3,545.87 TOTAL QUOTE: $40,870.79 Terminating Subscriptions: FOIA Module Non Enterprise FOIA Module Non Enterprise Invoicing Module WA State JLARC Reporting Upon the signing of this Agreement,annual fees for the terminating subscription(s)shall cease.Any pre-paid fees for the terminating subscription(s)after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Client's then-current billing term,credited,and such credit applied to the annual fees for new subscriptions. Client will continue to have access to and use the terminating solution until the new subscription(s)is/are deployed. Upon the deployment of Client's new solution as determined at Granicus'sole discretion,Granicus shall remove access to the Client's terminating subscription(s). Total Services Catalog Credits:25 By issuing a Purchase Order against this quote,customer agrees to the Granicus Master Subscription Agreement at the link below: https://granicus.com/legal-licensing/ For govDelivery Customers Only: Potential Users are based on the greater of quarterly website visits to the domains covered by a license or the subscriber base multiplied by 12,less 20%to account for inactive subscribers. Option year pricing is provided with the assumption that your requirements are the same as the base year. If your usage increases Granicus reserves the right to renegotiate your contract based on usage.Option year pricing does not imply usage can grow beyond your base level. CONFIDENTIAL QUOTE OAT 09/14/2026 -- - - r% ,nrr n,(-:. [n-»+on, GGRAN ICUS THIS IS NOT AN INVOICE Order Form Prepared for Jefferson County WA Granicus Order Form for Jefferson County WA ORDER DETAILS Granicus Contact: Andi Vargas Email: andi.vargas@granicus.com Order#: Q-570266 Prepared On: 14 Sep 2026 ORDER TERMS Currency: USD Payment Terms: All fees set forth in the Quote from reseller/distributor to Client are due and payable in accordance with those terms. Use of the Products is governed by the terms of the Granicus Master Subscription Agreement or such other Agreement as agreed to by the parties. Period of Performance: 15 Sep 2026- 14 Sep 2027 Order #: Q-570266 Prepared: 14 Sep 2026 Page 4 of 17 GRAN ICUS Order Form Prepared for Jefferson County WA PRODUCT SUMMARY The specifications and terms within this Order Form are specific to the products and volumes contained herein. NOTE: Fees for the below Products will be as set forth in the quote from an authorized reseller. Solution Billing Frequency Quantity/Unit Granicus Operations Cloud- Records Requests Annual 1 Each Image-to-Text Conversion (OCR) Annual 1 Each PST Email Extractor Annual 1 Each Image-to-Text Conversion (OCR) Annual Services and Maintenance Annual 1 Each PST Email Extractor Annual Services and Maintenance Annual 1 Each Experience Services Catalog Accelerator Annual 25 Each Renewing Subscriptions t` Solution Billing Frequency Quantity/Unit Payments Module Annual 1 Each CREDITS AVAILABLE The number of Credits acquired due to the above purchase items: Total Services Catalog Credits: 50 Order #: Q-570266 Prepared: 14 Sep 2026 Page 5 of 17 AN ICUS Order Form Jefferson County WA PRODUCT UPDATES FOR INFORMATION ON RECENT AND UPCOMING PRODUCT ENHANCEMENTS ACROSS THE GRANICUS PORTFOLIO, PLEASE REFER TO THE SEMIANNUAL UPDATE INFORMATION ON THIS WEBPAGE: : HTTPS://GRANICUS.COM/SEMIANNUAL-UPDATES/ PRODUCT DESCRIPTIONS Solution Description Payments Module Enables online payment of request-related fees presented via invoices by creating a connection with your existing payment processing vendor or a Granicus preferred vendor. Granicus Operations Cloud - The annual subscription is an outcome-focused solution combining Records Requests integrated technology, data insights, and experience services to drive operational efficiencies. Capabilities and services in the centralized records request management and tracking platform include: • A branded public portal for request intake with a patented, request deflection technology option • Automated date calculation that uses public records law and organization work schedules to calculate request due dates • Highly configurable automated workflow rules to automate request processing and routine tasks • Request tracking with monitoring tools, configurable escalations, and a complete audit trail • Redaction Tool with unlimited user licenses • Billing features including configurable fee schedule, time and materials tracking, and the ability to generate and present estimates and invoices to requesters • A robust reporting suite • 2TB Hosted Data Storage • Technical Support Reporting (biannual) • Escalation & Care Process • Support Coverage & Response Time SLAs o Severity Level 1: System unavailable- 1 hour o Severity Level 2: Major system features unavailable, no user workaround -4 hours o Severity Level 3: Major system features unavailable, user workaround available- 12 hours o Severity Level 4: Transactional issue, user workaround available-24 hours Year 1 Services: The Granicus Services Team will conduct weekly requirements-gathering interviews with the customer over a period of 12-16 weeks during which the consultant will identify the system configuration needed for successful intake, analysis, and disposition of Public Record Requests in a manner that matches or enhances the customer's existing Public Record Request business processes and aligns with industry best practices. The Services Team will: • Configure up to 2 Public Record Request Types Order #: Q-570266 Prepared: 14 Sep 2026 Page 6 of 17 Order Form Jefferson County WA Solution Description • Configure up to 40 automated workflow rules • Coach the customer's project team on change management. Once configured a designated Trainer will be assigned to perform live training sessions. In final preparation for software launch a transition session will be completed to the Granicus Support and Success Teams. Year 2+Services: In addition to Granicus Support and Success the Experience Partner will help utilize Experience Services Credits redeemable for services such as: • New Staff Training • Portal Updates • Add/Update Retention Schedules • Custom Field Updates • Admin Task Updates: Adding Staff, Updating Workflows & Letterhead Templates • Recommended System Cleanup and Refresh • Report Creation • If applicable: Redaction Code Updates • If applicable: SSO Changes • If applicable: Payment Vendor Changes Image-to-Text Conversion Uses optical character recognition (OCR) to convert documents that (OCR) contain text that is not natively machine-readable (i.e., flattened with non- selectable text) into machine-readable text allowing these documents to be located via search and more easily redacted. PST Email Extractor Extract and deduplicate PST or MBOX files into component message files with their attachments, while retaining the original PST or MBOX file. PST Email Extractor Annual Year 1:The Granicus Services Team (consultant and technical support Services and Maintenance engineer) will enable and test these features. The feature's functionality will be reviewed with the customer's project team during workshops. Year 2+Services: In addition to Granicus Support and Success the Services team will be available upon request to provide the following GovQA Assistance for customers: • New Staff Training (2 hours) • Recommended System Cleanup and Refresh Experience Services Catalog Annual Recurring Service Credits: Enhance your support through the GXC Services Accelerator Catalog with these additional annual credits, ensuring continuous access to valuable services and resource. Unused Service Credits do not rollover into the next period of performance. Order #: Q-570266 Prepared: 14 Sep 2026 Page 7 of 17 GRANICUS Order Form Jefferson County WA Order #: Q-570266 Prepared: 14 Sep 2026 Page 8 of 17 "` G R A N I C U S Order Form Jefferson County WA 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-570266 dated 14 Sep 2026 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 Jefferson County WA 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. • Al SYSTEM USAGE: Notwithstanding anything to the contrary in any contract between Client and Granicus, Client's use of Al functionality contained in any Granicus product or service will be subject to the terms set forth in the Al Addendum located here: https://granicus.com/wo-content/uploads/Al-Functionality-All- Products.pdf Any conflict between the terms of the contract and the Al Addendum will be resolved in favor of the Addendum. If Client is not willing or able to accept the terms set forth in the Addendum, Client is not permitted to access or use any Al functionality absent separate written agreement between Client and Granicus. • The attached End User Licensing Agreement must be signed and returned with all necessary order documents. Tier Low High Annual 1 0 99 Request 2 100 299 Volume _3 300 499 (ARV) 4 500 999 5 1,000 2,499 6 2,500 4,999 7 5,000 7,499 8 7,500 10,000 Subsequent tiers 2,500 Client will be renewed in the ARV tiers specified in the table above for use of Records Requests products (i.e., Order #: Q-570266 Prepared: 14 Sep 2026 Page 9 of 17 'f > G R A N I C U S Order Form Jefferson County WA GovQA) based on the actual Request Volumes available in the Client's production environment from beginning of the current Term up to the provision of a renewal quote projected as an ARV. If less than six (6) months of Request Volume data is available, client will be renewed at the same tier as the previous Term. For All Services Credits (including Service Catalog Credits and SimpleSupport): Credits must be purchased prior to use and are allocated towards any services performed by Granicus included in the Service Credit portfolio for the number of credits indicated therein.Credits cannot be used towards software subscription purchases. Credits are consumed as Services are performed during the applicable period of performance and must be used during that period of performance or they will expire. If Client fails to use the credits within the period of performance due to factors outside of Granicus' control, Granicus will not be obligated to refund any credits and will be under no obligation to perform the Services. Order #: Q-570266 Prepared: 14 Sep 2026 Page 10 of 17 (c GRAN ICUS End User License Agreement This End User License Agreement ("Agreement") is made and entered into as of the latter date of the signatures below (the "Effective Date") by and between Jefferson County WA ("Client") and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus ("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as "Parties". Whereas Client has entered into an agreement with a third party to purchase Granicus Products and Services ("Resetler"), by accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website. 1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: "Granicus Products and Services" means the products and services made available to Client pursuant to this Agreement,which may include Granicus products and services accessible for use by Client on a subscription basis ("Software-as-a-Service"or"SaaS"), Granicus professional services, content from any professional services or other required equipment components or other required hardware, as specified in each Order. "Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services via Reseller. "Order Term" means the then-current duration of performance identified on each Order, for which Granicus has committed to provide, and Client has committed to pay for via Reseller, Granicus Products and Services. 2. Use of Granicus Products and Services and Proprietary Rights 2.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client, via a Reseller, as subscriptions during an Order Term specified in each Order. 2.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order(collectively the"Permitted Use"). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in the applicable Order. 2.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus' written permission and professional services support for list cleansing. 2.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client's passwords. 2.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in Denver,CO St.Paul,MN Washington,DC United Kingdom 800 314 0147 800.314.0147 800.314.0147 +44.0845.467.2972 I support of programs or topics that are unrelated to Client, can be removed or limited by Granicus. 2.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Client's website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party. 2.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Client or any third party unless approved in writing,in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Client and a third party that compensates Client for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 2.2.5. Granicus Subscriber Information for Communications Cloud Suite only 2.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client's own web properties or activities will remain the property of Client ("Direct Subscriber"), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law. 2.2.5.2. Granicus shall not disclose the client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and Services and any other legitimate business purpose including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). 2.2.5.3. Data Obtained through the Granicus Advanced Network 2.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the "Advanced Network"). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a "Network Subscriber" to the agency it subscribed to through the Advanced Network. 2.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 11/6/2020 3 2.2.5.3.3. Opt-In. During the last 10 calendar days of Client's Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client's relationship with Granicus terminating and that the Network Subscribers may visit Client's website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination. 2.3. Restrictions. Client shall not: 2.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the display of pornography or linking to pornographic material,advertisements, solicitations,or mass mailings to individuals who have not agreed to be contacted; 2.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients; 2.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 2.3.4. Client must not use the Services as a door or signpost to another server. 2.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order placed hereunder; 2.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 2.3.7. Use the Granicus Products and Services for any unlawful purposes; 2.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 2.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services,or any portion thereof, for third party use; or 2.3.10. 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 whole or in part. 2.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 2.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them. 3. Representations, Warranties and Disclaimers 3.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 3.2. Warranties.Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided "AS IS" and as available. 3.3. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 3.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ' 11/6/2020 4 ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 4. Confidential Information 4.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information ("Confidential Information"). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as "confidential"or with a similar 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 reasonably understood to be confidential or proprietary to the Receiving Party, given the nature of the information and the context in which disclosed. Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule;and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. 4.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party. 4.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending.Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Client. Client is ultimately accountable for the security and privacy of data held by Granicus on its behalf. "� ' 11/6/2020 4.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however, that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. Client understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus' databases without some residual data because of backups and for other reasons. 5. Term and Termination 5.1. Agreement Term.The Agreement Term shall begin on the Effective Date of the Agreement and continue for twelve (12) months. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the then-current annual term, the Granicus Products and Services will automatically renew at the end of each annual term for one (1) year. 5.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders shall immediately terminate as of the Agreement termination date. 5.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. 5.4. Survival. All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement, or each Order. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 6. Limitation of Liability 6.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 6.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S BREACH OF SECTION 2.3, IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR rw c.t, ' 11/6/2020 0 ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. 7. General 7.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose,including, but not limited to,taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 7.2. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties. 7.3. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 7.4. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 7.5. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party,including,without limitation, any act of God;any fire,flood,or weather condition;any computer virus,worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. 7.6. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the state in which the Client is located, without reference to the State's principles of conflicts of law. The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of the state in which the Client is located. 7.7. Entire Agreement. This Agreement, together with all Orders referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings,quotations, communications, and agreements. Granicus and Client agree that any and all Orders are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other purchase documents; (4) Granicus response to Client's request for RFI, RFP, RFQ; and (5) Client's RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. 11/6/2020 7.8. 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. 7.9. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. Jefferson County WA By: By: (Authorized Signature) (Authorized Signature) Name: Name: (Print or Type Name of Signatory) (Print or Type Name of Signatory) Title: Title: Date: Date: (Execution Date) (Execution Date) 11/6/2020 APPENDIX C—MASTER CONTRACT [Insert Master Contract, and all Amendments from the Washington Department of Enterprise Services] PARTICIPATING ADDENDUM NASPO ValuePoint CLOUD SOLUTIONS 2016-2026 Administered by the State of Utah (hereinafter"Lead State") MASTER AGREEMENT Master Agreement No: AR2472 Carahsoft Technology Corporation (hereinafter"Contractor") and State of Washington (hereinafter"Participating State") Washington Master Contract No.: 05116 This Participating Addendum for the above referenced Master Agreement ("Participating Addendum") is made and entered into by and between the State of Washington acting by and through the Department of Enterprise Services, a Washington State governmental agency ("Enterprise Services") and Carahsoft Technology Corporation,a Maryland corporation ("Contractor")and is dated and effective as of August 1, 2017. 1. SCOPE: This Participating Addendum covers Cloud Solutions led by the State of Utah for use by state agencies and other entities located in the Participating State authorized by that state's statutes to utilize state contracts with the prior approval of the State's chief procurement official. 2. PARTICIPATION: Use of specific NASPO ValuePoint cooperative contracts by agencies, political subdivisions and other entities(including cooperatives)authorized by an individual state's statutes to use state contracts are subject to the prior approval of the respective State chief procurement official. Issues of interpretation and eligibility for participation are solely within the authority of the State chief procurement official. Pursuant to this Participating Addendum,the Master Agreement may be utilized by the following("Purchasing Entities"): (a) WASHINGTON STATE AGENCIES. Washington state agencies, departments, offices, divisions, boards, and commission; and any the following institutions of higher education in Washington: state universities, regional universities, state college, community colleges, and technical colleges. (b) MCUA PARTIES. The Master Agreement also may be utilized by any of the following types of entities that have executed a Master Contract Usage Agreement (MCUA) with Enterprise Services: • Political subdivisions(e.g.,counties,cities,school districts, public utility districts); • Federal governmental agencies or entities; • Public-benefit nonprofit corporations (i.e., § 501(c) (3) nonprofit corporations that receive federal,state,or local funding); and PARTICIPATING ADDENDUM-NO.05116:CARAHSOFT TECHNOLOGY CORPORATION Page 1 (11-1-2016) • Federally-recognized Indian Tribes located in the State of Washington. 3. PARTICIPATING STATE MODIFICATIONS OR ADDITIONS TO MASTER AGREEMENT: 3.1. WASHINGTON'S ELECTRONIC BUSINESS SOLUTIONS (WEBS) SYSTEM: Within seven (7) days of execution of this Participating Addendum,Contractor shall register in the Washington State Department of Enterprise Services' Electronic Business Solutions (WEBS) System at https://fortress.wa.gov/ga/webs/. Contractor shall ensure that all of its information therein is current and accurate and that,throughout the term of the Master Agreement,Contractor shall maintain an accurate profile in WEBS. 3.2. WASHINGTON'S STATEWIDE PAYEE DESK: To be paid for contract sales,Contractors must register with Washington's Statewide Payee Desk. Washington state agencies cannot make payments to a contractor until it is registered. Registration materials are available here: Receiving Payment from the State. 3.3. CONTRACT SALES REPORTING. Contractor shall report total contract sales quarterly to Enterprise Services,as set forth below. (a) REPORTING. Contractor shall report quarterly Contract sales in Enterprise Services' Contract Sales Reporting System. Enterprise Services will provide Contractor with a login password and a vendor number. (b) DATA. Each sales report must identify every authorized Purchasing Entity by name as it is known to Enterprise Services and its total combined sales amount invoiced during the reporting period (i.e., sales of an entire agency or political subdivision, not its individual subsections). The "Miscellaneous" option may be used only with prior approval by Enterprise Services. Upon request, Contractor shall provide contact information for all authorized Purchasing Entities specified herein during the term of this Participating Addendum. Refer sales reporting questions to the Primary Contact set forth below. If there are no contract sales during the reporting period,Contractor must report zero sales. (C) DUE DATES FOR CONTRACT SALES REPORTING. Quarterly Contract Sales Reports must be submitted electronically by the following deadlines for all sales invoiced during the applicable calendar quarter: For Calendar Quarter Ending Contract Sales Report Due March 31 April 30 June 30 July 31 September 30 October 31 December 31 January 31 3.4. VENDOR MANAGEMENT FEE: Contractor shall pay to Enterprise Services a vendor management fee ("VMF")of 1.5 percent on the purchase price for all contract sales(the purchase price is the total invoice price less applicable sales tax). (a) The sum owed by Contractor to Enterprise Services as a result of the VMF is calculated as follows: Amount owed to Enterprise Services = Total contract sales invoiced (not including sales tax)x.015 PARTICIPATING ADDENDUM—No.05116:CARAHSOFT TECHNOLOGY CORPORATION Page 2 (11-1-2016) (b) The VMF must be rolled into Contractor's current pricing. The VMF must not be shown as a separate line item on any invoice unless specifically requested and approved by Enterprise Services. (c) Enterprise Services will invoice Contractor quarterly based on contract sales reported by Contractor. Contractor shall not remit payment until it receives an invoice from Enterprise Services. Contractor's VMF payment to Enterprise Services must reference the following: • This Washington Master Contract No.: 05116 • The NASPO Master Agreement No.: AR2472 • The year and quarter for which the VMF is being remitted,and • Contractor's name as set forth in this Contract,if not already included on the face of the check. (d) Contractor's failure accurately and timely to report total net sales, to submit usage reports, or remit payment of the VMF to Enterprise Services, may be cause for suspension or termination of this Participating Addendum or the exercise of any other remedies as provided by law. (e) Enterprise Services reserves the right, upon thirty (30) days advance written notice, to increase, reduce,or eliminate the VMF for subsequent purchases. (f) For purposes of the VMF,the parties agree that the initial management fee is included in the pricing. Therefore, any increase or reduction of the management fee must be reflected in contract pricing commensurate with the adjustment. 3.5. COMPLIANCE WITH LAW; TAXES, LICENSES, & REGISTRATION: Contractor shall comply with all applicable law. Contractor shall register to conduct business in the State of Washington and promptly acquire and maintain all necessary licenses and registrations and pay all applicable taxes and fees. In addition,for all sales to purchasers in the State of Washington,Contractor shall calculate,collect,and remit,as appropriate,the applicable state and local sales tax on all invoices. 3.6. COMPLIANCE WITH PARTICIPATING STATE'S(WASHINGTON'S)STATEWIDE IT POLICIES: Contractor shall comply with Participating State's statewide information technology policies, as applicable, for Purchasing Entities — promulgated by Washington's Office of the Chief Information Officer (OC100. Such policies are located on the OCIO website at: https://ocio.wa.gov//policies. These policies include, but are not limited to,the following: • Security Policy 141 • Accessibility Policy 188 Prior to final execution of a Purchasing Entities'contract with a Contractor,the Contractor's application(s) will be subject to a Security Design Review performed by Washington Consolidated Technology Services to ensure compliance with Office of the Chief Information Officer(OCIO)Security Policies. 4. LEASE AGREEMENTS: Leasing, renting, or purchasing equipment is not allowed throughout the term of the Master Agreement. PARTICIPATING ADDENDUM-No.05116:CARAHSOFT TECHNOLOGY CORPORATION Page 3 (11-1 2016) 5. PRIMARY CONTACTS: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Participating State Carahsoft Technology Corporation State of Washington 1860 Michael Faraday Drive, Suite 100 Department of Enterprise Services Reston,VA 20190 Contracts, Procurement and Risk Mgmt. P.O. Box 41411 Olympia,WA 98504-1411 Contract Management Attn: Mike Dombrowsky Attn: Bethany Blackwell Tel: (360)407-8717 Tel: (703) 230-7453 Email: mike.dombrowky@des.wa.gov Email: NAPPO@carahsoft.com Legal Notice Attn: Robert Moore,Vice President 6. FULFILLMENT PARTNER: All Contractor's Distributors authorized in the State of Washington,as shown on the dedicated Contractor NASPO ValuePoint website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The Contractor's Distributor's participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. 7. ORDERS: Unless the parties to the Order agree in writing that another contract or agreement applies to such order, any Order placed by a Participating Entity or Purchasing Entity for a Product and/or Service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions of) the Master Agreement as conditioned by this Participating Addendum. 8. GENERAL: (a) INTEGRATED AGREEMENT; MODIFICATION. This Participating Addendum and Master Agreement, together with its exhibits, set forth the entire agreement and understanding of the Parties with respect to the subject matter and supersedes all prior negotiations and representations. This Participating Addendum may not be modified except in writing signed by the Parties. (b) AUTHORITY. Each party to this Participating Addendum, and each individual signing on behalf of each party,hereby represents and warrants to the other that it has full power and authority to enter into this Participating Addendum and that its execution, delivery, and performance of this Participating Addendum has been fully authorized and approved, and that no further approvals or consents are required to bind such party. (c) ELECTRONIC SIGNATURES. A signed copy of this Participating Addendum or any other ancillary agreement transmitted by facsimile,email,or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Participating Addendum or such other ancillary agreement for all purposes. PARTICIPATING ADDENDUM—NO.05116:CARAHSOFT TECHNOLOGY CORPORATION Page 4 (11-1-2016) (d) COUNTERPARTS. This Participating Addendum may be executed in one or more counterparts, each of which shall be deemed an original, and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Participating Addendum at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Participating Addendum. EXECUTED as of the date and year first above written. STATE OF WASHINGTON CARAHSOFT TECHNOLOGY CORPORATION, DEPARTMENT OF ENTERPRISE SERVICES A MARYLAND CORPORATION C ��°��j /; r fi ' B y: B y: /G Scott Smith Robert Moore Its: State IT Procurement Manager Its: Vice President PARTICIPATING ADDENDUM=No.05116:CARAHSOFT TECHNOLOGY CORPORATION Page 5 (11-1-2016) JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners FROM: Shawn Frederick, Central Services Director DATE: September 18, 2026 RE: Contract Agreement for Granicus Operations Cloud Service STATEMENT OF ISSUE: The current agreement with Granicus to utilize the GovQA platform is expiring and needs to be renewed. ANALYSIS. GovQA is the primary electronic system used by the Public Records Officer to provide responsive records to public records requests. Granicus has rebranded GovQA as the Granicus Operations Cloud. The new agreement includes additional supports for image-to-text conversion (OCR), PST Email Extraction, and redaction tools not previously included. These tools allow for more efficient processing of public record requests. FISCAL IMPACT: $40,879.79 expenditure to fund 506. RECOMMENDATION: Staff request authorization for the Central Services Director to sign piggyback agreement with Carahsoft for Granicus Operations Cloud software. REVIEWED BY: Jo D. Peters, County Administrator Date CONTRACT REVIEW FORM Clear Form (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Carahsoft Contract No: CSD260918 Contract For: Granicus at Carahsoft Term: 1 Year COUNTY DEPARTMENT: Central Services Department Contact Person: Shawn Frederick Contact Phone: 360-385-9362 Contact email: sfrederick@cojefferson.wa.us AMOUNT: $40,870.79 PROCESS: Exempt from Bid Process Revenue: N/A Cooperative Purchase Expenditure: $40,879.79 Competitive Sealed Bid Matching Funds Required: N/A Small Works Roster Sources(s)of Matching Funds N/A _ Vendor List Bid Fund # 506 RFP or RFQ Munis Org/Obj 50651889/480000 Other: APPROVAL STEPS: STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW. CERTIFIED: I ' N/A:fl 5i^-“}tt- / I /cz , Signature Date STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: N/A: ® c5 �� l8 /26, Signature Date STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche): Electronically approved by Risk Management on 9/24/2026. STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche): Electronically approved as to form by PAO on 9/23/2026. DPA Luther reviewed and approved on 09-23-2026 STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL