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Amendment <br />Prepared for <br />Everett, WA <br />Order #: Q-328806 <br />Prepared: 07 May 2024 <br />Page 1 of 5 <br />Third Amendment to the Granicus Service Agreement between Granicus, LLC <br />and Everett, WA <br />This Third Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and <br />entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter <br />referred to as "Granicus"), and Everett, WA (hereinafter referred to as "Client"), with reference to the following: <br />WHEREAS, the Client and Granicus entered into an Agreement effective 21 Apr 2009 (the "Agreement"); and <br />WHEREAS, the Client and Granicus wish to extend the Agreement through 31 Mar 2027 and add a limitation of <br />liability; and <br />NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: <br />1.The Agreement shall be extended through 31 Mar 2027. <br />2.NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, IN NO INSTANCE SHALL EITHER PARTY’S <br />LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR <br />TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING <br />THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN <br />WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS <br />OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER <br />DAMAGES, HOWEVER CAUSED. <br />3.Except as amended by this Third Amendment, all other terms and conditions of the Agreement shall remain <br />in full force and effect. <br />4.In the event of any inconsistency between the provisions of this Third Amendment and the documents <br />comprising the Agreement, the provisions of this Third Amendment shall prevail. <br />IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly authorized <br />representatives. <br />Agreement and Acceptance <br />By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned <br />also understands the services and terms. <br />Everett, WA Granicus <br />Signature:Signature: <br />Name:Name: <br />Title:Title: <br />Date:Date: <br />Cassie Franklin <br />Mayor <br />Bernadette Foley <br />Senior Manager, Renewals <br />06/18/202406/20/2024