HomeMy WebLinkAboutAGR-6858.9 - GRANICUS, LLC. - SOFTWARE SUBSCRIPTION AGREEMENT
NINTH AMENDMENT
TO
MASTER SUBSCRIPTION AGREEMENT
THIS NINTH AMENDMENT TO MASTER SUBSCRIPTION AGREEMENT (the
“Ninth Amendment”) is made and entered into as of __________________, 2025, by and between the
CITY OF ORANGE, a municipal corporation (“City”), and GRANICUS, LLC, a Minnesota limited
liability company (“Granicus”), with reference to the following:
A. Customer and Granicus entered into a Master Subscription Agreement (Agreement No.
6858) dated October 8, 2019, which is incorporated herein by this reference (the "Original
Agreement"); and
B. Customer and Granicus amended the Original Agreement to revise the Scope of
Services and increase the compensation by a First Amendment to Master Subscription Agreement
(Agreement No. 6858.1) dated July 13, 2020, which is incorporated herein by this reference (the "First
Amendment"); and
C. Customer and Granicus amended the Original Agreement to revise the Scope of Work,
increase the compensation and revise the term by a Second Amendment to Master Subscription
Agreement (Agreement No. 6858.2) dated September 23, 2020, which is incorporated herein by this
reference (the "Second Amendment"); and
D. Customer and Granicus amended the Original Agreement to revise the Statement of
Work and increase the compensation by a Third Amendment to Master Subscription Agreement
(Agreement No. 6858.3) dated April 13, 2021, which is incorporated herein by this reference (the
“Third Amendment"); and
E. Customer and Granicus amended the Original Agreement to revise the Statement of
Work and increase the compensation by a Fourth Amendment to Master Subscription Agreement
(Agreement No. 6858.4) dated May 24, 2021, which is incorporated herein by this reference (the
“Fourth Amendment"); and
F. Customer and Granicus amended the Original Agreement to revise the Statement of
Work and revise the compensation by a Fifth Amendment to Master Subscription Agreement
(Agreement No. 6858.5) dated September 21, 2021, which is incorporated herein by this reference
(the “Fifth Amendment"); and
G. Customer and Granicus amended the Original Agreement to revise the Scope of
Services and increase the compensation by a Sixth Amendment to Master Subscription Agreement
(Agreement No. 6858.6) dated November 15, 2022, which is incorporated herein by this reference (the
“Sixth Amendment"); and
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
May 13
AGR-6858.9
2
H. Customer and Granicus amended the Original Agreement to revise the Scope of
Services and increase the compensation by a Seventh Amendment to Master Subscription Agreement
(Agreement No. 6858.7) dated February 13, 2024, which is incorporated herein by this reference (the
“Seventh Amendment"); and
I. Customer and Granicus amended the Original Agreement to revise the Scope of
Services and increase the compensation by an Eighth Amendment to Master Subscription Agreement
(Agreement No. 6858.8) dated October 22, 2024, which is incorporated herein by this reference (the
“Eighth Amendment"); and
J. Customer and Granicus desire to further amend the Original Agreement to modify,
amend and supplement certain portions of the Original Agreement to revise the Scope of Services and
increase the compensation.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used
herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. Customer and Granicus agree that all references in this
Eighth Amendment are deemed and construed to refer to the Original Agreement, as amended and as
implemented by this Eighth Amendment.
Section 3 Revised Scope of Services. The Scope of Services, Section 1, Exhibit A of the
Original Agreement, is hereby amended, modified and supplemented to include the services described
on Exhibit A attached hereto and incorporated herein by this reference.
Section 4 Compensation. The Compensation payable to Granicus is hereby increased by
FOURTEEN THOUSAND ONE HUNDRED SIXTY DOLLARS and 33/100 ($14,160.33), as
detailed in Exhibit A to this Ninth Amendment.
Section 5. Integration. This Ninth Amendment amends, as set forth herein, the Original
Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full
force and effect. To the extent that there is any conflict or inconsistency between the terms and
provisions of this Eighth Amendment and the terms and provisions of the Original Agreement, the
terms and provisions of this Eighth Amendment shall control and govern the rights and obligations of
the parties.
[Remainder of page intentionally left blank; signatures on next page]
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
4
EXHIBIT “A”
SUPPLEMENTAL SCOPE OF SERVICES
[Behind this page.]
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260
Docusign Envelope ID: C1BC5621-A16E-42AB-9830-A9F059098260