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REV: 12-16-24 MI
<br />11. Reserved
<br />12. General.
<br />a) Force Majeure. With the exception of payment obligations, any delay in the performance by either party of its
<br />obligations hereunder will be excused when such delay in performance is due to any cause or event of any nature
<br />whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or
<br />weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war,
<br />insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party
<br />within twenty (20) days after occurrence of such cause or event.
<br />b) Independent Contractor. Each party is an independent contractor and employees of each party are not considered
<br />to be employees of the other party. No agency, partnership, joint venture or other joint relationship is created by this
<br />Agreement. The parties shall not make any commitments binding on the other or make any representation that they are
<br />acting for, or on behalf of, the other. Each party assumes full responsibility for the actions of its personnel while performing
<br />the Services and such party will be solely responsible for the supervision, daily direction, control of its personnel, and for
<br />the payment of all of their compensation and any taxes related thereto.
<br />c) Publicity. Neither party will use the name of the other party in publicity releases or similar activity without the
<br />consent of the other party, except Granicus may include Client’s name and logo in client lists and similar communications.
<br />d) Waiver. No waiver of any breach of any provision of this Agreement or the SOW by either party or the failure of
<br />either party to insist on the exact performance of any provision of this Agreement or the SOW will constitute a waiver of
<br />any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver will
<br />be effective unless made in writing.
<br />e) Amendment. This Agreement may not be amended or modified except by a written instrument signed by
<br />authorized representatives of both Parties.
<br />j) Applicable Law. Each party will, at all times, exercise its rights and perform its obligations under this Agreement in
<br />compliance with all applicable law, rules, and regulations including all applicable local, state and federal laws and regulations
<br />prohibiting discrimination and harassment.
<br />k) Headings. The various section headings of this Agreement are inserted only for convenience of reference and are
<br />not intended, nor will they be construed to modify, define, limit, or expand the intent of the Parties.
<br />l) No Third-Party Beneficiaries. This Agreement is binding upon and insures solely to the benefit of the Parties hereto
<br />and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement.
<br />m) Conflict of Interest. Granicus certifies that it is not engaged in any current project or business transaction, directly
<br />or indirectly, nor has it any interest, direct or indirect, with any person or business that might result in a conflict of interest
<br />in the performance of the Agreement, Order, or SOW.
<br />n) Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift,
<br />or item of value from an employee or agent of the other Party in connection with this Agreement. If Client learns of any
<br />violation of the above restriction, Client shall immediately notify Granicus.
<br />13. Governing Law. If Client is a public entity (a state or any agency or authority thereof, or county, city or town, public
<br />educational institution or other entity that serves a public purpose), this Agreement will be governed by and construed in
<br />accordance with the laws of the state in which the public entity is located, with venue being a court of competent jurisdiction
<br />ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 27 of 35)
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