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HomeMy WebLinkAboutContract 54071 CSC No.54071 FORT WORTH CITY OF FORT WORTH COOPERATDTE PURCHASE This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of Fort Worth, ("City"), a Texas home rule municipal corporation and Granicus LLC, a Minnesota limited liability company("Vendor")to purchase software including related services maintenance, support,installation, configuration,technical services,training under a cooperative agreement. The Coop Purchase includes the following documents (collectively, Cooperative Documents")which shall be construed in the order of precedence in which they are listed: 1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement"); 2. Schedule B — Texas Department of Information Resources DIR-TSO- 3631("Cooperative Contract"); and 3. Schedule C—DIR-TSO-3631 Pricing Index. All the Schedules which are attached hereto and incorporated herein are made a part of this Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement,the Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both, but only to the extent allowable under the Cooperative Contract. The maximum amount to be paid to the Vendor for all services performed and goods purchased hereunder shall not exceed Ninety-nine Thousand, Nine Hundred and Ninety-nine dollars ($99,999)per year The Coop Purchase shall become effective upon the signing of the Coop Purchase by an Assistant City Manager of the City (the "Effective Date") and shall expire November 21, 2020 after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The undersigned represents and warrants that he or she has the power and authority to execute this Coop Purchase and the Cooperative Documents and bind the Vendor. (signature page follows) �uN 3 0 202 CCC`IdFFOS��IO�Y� >�1, 1 � �63 >' OFFF f CIZY S�CS�A Cooperative Purchase Pagel of 31 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and Valerie Washington(Jun 25,20201OS6 CDT) B administration of this contract, including By: ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager J u n 25,2020 Date: lu ludu� Mark Deboer(Jun 24,202017:15 CDT) By: Approval Recommended: Name: Mark Deboer Title: Sr. IT Solutions Manager Approved as to Form and Legality: sr�_ L� By: RogerWnght Oun 24,202017:51 CDT) Name: Roger Wright Title: Interim IT Solutions Director TB A!Y?njg A Strong(Jun 25,2020 09:05 CDT) By: Attest: Name: John B. Strong Title: Assistant City Attorney f �'� -/ ,.j ntract Authorization: y: J y \3 11 B C: Name: Mary J.Kayser Title: City Secretary VENDOR: r Granicus LLC. By: �""`dam Name: Jessica Yang Title: Manager of Business and Contracts Date: 6/24/2020 LFT. AL RECORD ECRETARY ORTH,TX Cooperative Purchase Page 2 of 31 Schedule A FORT WORTH,-,. 1. Termination. 1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 1.2. Breach. If either party commits a material breach of this Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty(30)calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity,immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate Cooperative Purchase Page 3 of 31 written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three (3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3) years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in Cooperative Purchase Page 4 of 31 no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor.Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents, servants, employees or subcontractors. 5. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 5.2. INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS, AND ANY RESULTING LOST PROFITS), PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS,SERVANTS OR EMPLOYEES. 5.3. LIMITATION OF LIABILITY — IN NO EVENT SHALL VENDOR'S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY THE CITY FOR THE VENDOR'S GOODS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE CITY PROVIDES WRITTEN NOTICE OF A CLAIM FOR DAMAGES. 5.4. INTELLECTUAL PROPERTY INFRINGEMENT. 5.4.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 5.4.2. Vendor shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. Cooperative Purchase Page 5 of 31 5.4.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement.If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s);or(c)replace the Deliverable(s)with equally suitable,compatible,and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 6. Assignment and Subcontracting. 6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.The Vendor and assignee shall be j ointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. Notwithstanding the foregoing, Vendor may assign its rights under this Cooperative Purchase Page 6 of 31 Agreement in full,without the City's prior written consent, in the event of any successor or assign that has aquired all,or substantially all,of the Vendor's business by means of a merger,acquisition, stock purchase,asset purchase, or otherwise. 6.2. MBE Goal—Intentionally Omitted 7. Insurance. 7.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 7.1.1. Commercial General Liability: 7.1.1.1. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate; or 7.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 7.1.1.3. Defense costs shall be outside the limits of liability. 7.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including non-owned or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 7.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 7.1.5. Technology Liability(Errors&Omissions) 7.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 7.1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy.Defense costs shall be outside the limits of liability. 7.1.5.3. Coverage shall include,but not be limited to,the following: 7.1.5.3.1. Failure to prevent unauthorized access; Cooperative Purchase Page 7 of 31 7.1.5.3.2. Unauthorized disclosure of information; 7.1.5.3.3. Implantation of malicious code or computer virus; 7.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 7.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 7.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed$50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 7.1.5.3.7. Any other insurance as reasonably requested by City. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall include the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials,agents, and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City by the Vendor. Ten(10)days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the same address. Cooperative Purchase Page 8 of 31 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns, subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: TO THE CITY: TO VENDOR: City of Fort Worth Granicus LLC. Attn: Assistant City Manager Attn: Authorized Signatory 200 Texas Street 408 St Peter Street Suite 600 Fort Worth TX 76102 Saint Paul,MN 55102 Fax: With Copy to the City Attorney at same address 11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. Cooperative Purchase Page 9 of 31 12. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference,contains the entire understanding and agreement between the City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this Cooperative Purchase Page 10 of 31 warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. 23.1. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors(for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein,Vendor shall execute and comply a Network Access Agreement. 23.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center ("NCIC")of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes,modifications,alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other Cooperative Purchase Page 11 of 31 applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The tennis --boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 27. Reporting Requirements. 27.1. For purposes of this section,the words below shall have the following meaning: 27.1.1. Child shall mean a person under the age of 18 years of age. 27.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. 27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output,processing,storage,or communication facilities that are connected or related to the device. 27.1.4. Computer technician means an individual who,in the course and scope of employment or business,installs,repairs, or otherwise services a computer for a fee. This shall include installation of software,hardware,and maintenance services. 27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography,Vendor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Vendor to make the report required herein may result in criminal and/or civil penalties. 28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability Cooperative Purchase Page 12 of 31 and Indemnification shall survive termination of this Agreement. Cooperative Purchase Page 13 of 31 Schedule B DIR Contract No.DER-TSO-3631 Vendor Contract No. STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES GRANICUS,INC. 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources(hereinafter"DIR')with its principal place of business at 300 West 15a'Street, Suite 1300,Austin,Texas 78701, and Granicus,Inc. (hereinafter"Vendor"),with its principal place of business at 707 17a' Street,Suite 4000,Denver,Colorado 80202. B.Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws ofthe State of Texas.DIR issued a solicitation on the Comptroller of Public Accounts'Electronic State Business Daily,Request for Offer(RFO)DIR-TSO-TMP-225,on February 27,2015,for Software,including Software as a Service,Products and Related Services. Upon execution of this Contract,a notice of award for RFO DIR-TSO-TMP-225 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract,the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan;Appendix C,Pricing Index;Appendix D,Service Agreement;Exhibit 1,Vendor's Response to RFO DIR-TSO-TMP-225,including all addenda;and Exhibit 2, RFO DIR-TSO-TMP-225, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B,then Appendix C,then Appendix D,then Exhibit 1,and finally Exhibit 2.In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict,the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term ofthis Contract shall be one(1)year commencing on the last date of approval by DIR and Vendor.Prior to expiration of the original term,DIR and Vendor may extend the Contract,upon mutual agreement,for up to three(3)optional one-year terms. Additionally, the parties by mutual agreement may extend the term for up to ninety(90) additional Department oflnformatimiResotares Page 1 of 5 (DIR rev 07/21/16) Cooperative Purchase Page 14 of 31 DIR Contract No. DIR-TSO-3631 Vendor Contract No. calendar days. 3. Product and Service Offerings A. Products Products available under this Contract are limited to Software, including Software as a Service,products and related products as specified in Appendix C,Pricing Index. Vendor may incorporate changes to their product offering;however,any changes must be within the scope of products awarded based on the posting described in Section 1.13 above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.13 above. B. Services Services available under this Contract are limited to Software, including Software as a Service,services and related services as specified in Appendix C,Pricing Index. Vendor may incorporate changes to their service offering;however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders,Invoices and Payment,and as set forth in Appendix C,Pricing Index,and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A.The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarter of one percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling$100,000 shall be$750.00. B. All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dana L.Collins,CTPM,CTCM Manager,Contract and Vendor Management Department of Information Resources 300 W. 15a'St.,Suite 1300 Austin,Texas 78701 Department oflnfonnation Resources Page 2 of 5 (DIR rev 07/21/16) Cooperative Purchase Page 15 of 31 DER Contract No. DIR-TSO-3631 Vendor Contract No. Phone: (512)936-2233 Facsimile: (512)475-4759 Email: dana.collinsAdir.texas.gov If sent to the Vendor: Jason Reis Granicus,Inc. 707 17a'Street Suite 4000 Denver,Colorado 80202 Phone:(949)899-8097 Facsimile: (415)618-0201 Email: Jason.Reis@granicus.com 7. Software License and Service Agreements A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract,or the fact that such other agreement may be affixed to or accompany software upon delivery(shrink-wrap),the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms,Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. C. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict,any linked documents may not take precedence over the printed or referenced documents comprising this contract;provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Department of Information Resources Page 3of5 (DIR rev07/21/16) Cooperative Purchase Page 16 of 31 DIR Contract No. DIR-TSO-3631 Vendor Contract No. Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document,agreement to said linked document shall not be effective until reviewed and approved in writing by Customer's authorized signatory. Vendor shall not,without prior written agreement from Customer's authorized signatory, require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights,benefits,or protections of the Customer;or 2)imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs,burdens,or obligations upon Customer. If Vendor attempts to do any of the foregoing,the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer,and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents,unless Customer elects instead to terminate the contract,which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including,but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. 8. Authorized Exceptions to Appendix A,Standard Terms and Conditions for Product and Related Services Contracts. No exceptions have been agreed to by DIR and Vendor. Department oflnformation Resources Page 4 of 5 (DIR rev 07/21/16) Cooperative Purchase Page 17 of 31 DIR Contract No. DIR-TSO-3631 Vendor Contract No. This Contract is executed to be effective as of the date of last signature. GRANICUS,INC. Authorized By:_Signature on File Name: Jason Fletcher Title: CEO Date: 11/21/2016 The State of Texas,acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 11/21/2016 Office of General Counsel: D.B.. 11/21/2016 Department oflnfonnationResources Page 5of5 (DIR rev 07/21/16) Cooperative Purchase Page 18 of 31 Amendment Number 1 to Contract Number DIR-TSO-3631 between State of Texas,acting by and through the Department of Information Resources and Granicus,Inc. This Amendment Number 1 to Contract Number DIR-TSO-3631 ("Contract") is between the Department of Information Resources("DIR")and Granicus,Inc.("Vendor").DIR and Vendor agree to modify the terns and conditions of the Contract as follows: 1. Contract,Section 6.Notification is hereby restated in its entirety as follows: 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly Parker,CTPM,CTCM Director,Cooperative Contracts Department of Information Resources 300 W. 15'h St.,Suite 1300 Austin,Texas 78701 Phone: (512)475- 1647 Facsimile:(512)475-4759 Email: Kellv.Parkerddintexas.eov If sent to the Vendor: Jason Reis Granicus,Inc. 707 17t'Street Suite 4000 Denver,Colorado 80202 Phone Number:(949)899-8097 Fax:(415)618-0201 Email:Jason.reisg granicus.com 2. Appendix A.Standard Terms and Conditions For Product and Related Services Contracts dated 06/21/2016,is hereby restated in its entirety and replaced with the attached Appendix A.Standard Terms and Conditions For Product and Related Services Contracts dated 05/10/2017. Amendment 1 Contract DIR-TSO-3631 rev.07/21/16 Page 1 Cooperative Purchase Page 19 of 31 3. Appendix C.Pricing Index,is hereby restated in its entirety and replaced with the Appendix C—Pricing Index(per Amendment 1)attached hereto. All other terms and conditions of the Contract as amended,not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions,the order of precedence shall be Amendment Number 1,and then the Contract. (Remainder of page intentionally left blank) Amendment 1 Contract DIR-TSO-3631 rev.07/21/16 Page 2 Cooperative Purchase Page 20 of 31 IN WITNESS WHEREOF,the parties hereby execute this Amendment Number 1 to be effective as of the date of last signature. GRANICUS,INC. Authorized By: Signature on File Name: Jason Fletcher Title: COO Date: 8/28/2017 The State of Texas,acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 8/30/2017 Office of General Counsel: Signature on File,8/30/2017 Amendment 1 Contract DIR-TSO-3631 rev.07/21/16 Page 3 Cooperative Purchase Page 21 of 31 Amendment Number 2 to Contract Number DIR-TSO-3631 between State of Texas,acting by and through the Department of Information Resources and Granicus,Inc This Amendment Number 2 to Contract Number DIR-TSO-3631 ("Contract")is between the Department of Information Resources("DIR")and Granicus,Inc.("Vendor").DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract,Section 2.Term of Contract,is hereby amended by adding the following to the end of that section: DIR and Vendor hereby agree to extend the term of the Contract for one(1)year through November 21,2018 or until terminated pursuant to the termination clauses contained in the Contract.The Contract will renew automatically in one-year increments for two(2) additional years under the same terms and conditions unless either party provides notice to the other party sixty(60)calendar days in advance of the renewal date,stating that the party wishes to discuss modification of terms or not renew. Additionally,the parties by mutual agreement may extend the term of the Contract for up to ninety(90)additional calendar days. 2. Contract,Section 6.Notification,is hereby amended to read as follows: All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly Parker,CTPM,CTCM Director,Cooperative Contracts Department of Information Resources 300 W. 15a'St.,Suite 1300 Austin,Texas 78701 Phone: (512)475- 1647 Facsimile: (512)475-4759 Email: Kelly.ParkeL@dir.texaS.gov If sent to the Vendor: Lulea Znidarcic Corporate Attorney Granicus,Inc. 707 17th Street Amendment 2 Contract DIR-TSO-3631 rev.07/21/16 Page 1 Cooperative Purchase Page 22 of 31 Suite 4000 Denver,Colorado 80202 Phone:(720)250—9586 ext. 1503 Facsimile:N/A Email: luka.znidarcicggrani cus.com 3. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 05/10/2017, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions For Product and Related Services Contracts dated 09/29/2017. All other terms and conditions of the Contract as amended,not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions,the order of precedence shall be Amendment Number 2, Amendment Number 1, and then the Contract. (Remainder of page intentionally left blank) Amendment 2 Contract DIR-TSO-3631 rev.07/21/16 Page 2 Cooperative Purchase Page 23 of 31 IN WITNESS WHEREOF,the parties hereby execute this Amendment Number 2 to be effective as of the date of the last signature,but in all events,no later than November 21, 2017. Granicus,Inc. Authorized By: Signature on File Name: Eric Gibson Title: CFO Date: 10/25/2017 The State of Texas,acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 10/27/2017 Office of General Counsel: Signature on File,10/27/2017 Amendment 2 Contract DIR-TSO-3631 rev.07/21/16 Page 3 Cooperative Purchase Page 24 of 31 Schedule C Granicus,Inc. Appendix C Pricing Index DIR-TSO-3631 (per Amendment 1) DIR Discount%off Software Description MSRP Granicus Automated Integrated Land Information System(AILIS) Land Information System Enterprise License 10.00% Client Software License for Windows 2000 or XP 10.00% Seat License for AILIS Client 10.00% Seat License for Public Inquiry Client 10.00% Commissioners Minutes Module 10.00% Land Information System Cashiering Module 10.00% Land Information System Data Entry Module 10.00% Land Information System Public Access Module 10.00% Land Information System Scanning Module 10.00% Land Information System Administration Module 10.00% Land Information System Internet Unlimited(Retrieval Only) 10.00% Land Information System Internet Escrow Billing Module 10.00% Land Information System E-Commerce(Credit Cards payments for Internet) 10.00% Land Information System Electronic Filing Server Module 10.00% Land Information System Scanning Module 10.00 Land Information System Microfilm Scanning Module 10.00% Client Software License for Intranetlinternet Access Advanced Public Access Capability 10.00% Granicus Automated Integrated Case Management System(AICMS) Integrated Case Management System Enterprise License 110.00° Integrated Case Management System Criminal Module 10.00 Integrated Case Management System Civil Module 10.00% Integrated Case Management System Family Law Module 10.00% Integrated Case Management System Traffic Module 10.00% Integrated Case Management System Juvenile Module 10.00% Integrated Case Management System Probate Module 10.00% Granicus Redaction Services GRANRedact Software(per year) 110.00% Granicus Automated Integrated Jail Management System(AIJMS) Granicus integrated Jail Management System Enterprise License 10.00% Granicus integrated Jail Management System 10.00% Granicus Automated Integrated Vital Records System(AlVitals) AiVitals-Vital Records Management System 10.00% AiVitals(Read-only option) 10.00% AiVitals-eRecording Module 10.00% AiVitais-Electronic Certification Module with Certification History Tracking 10.00% AIVltals-Assisted Indexing Module 10.00% AiVitals-Automated Redaction Module 10.00% AiiVitals-Online Certified Copy Request Module 10.00% AlVitals-Online Marriage Filing Module 10.00% Server License 10.00% Enterprise License 10.00% Granicus eUniversa System eUniversa System Enterprise License 10.00% eUniversa System County/Single Site License 10.00% Granicus ROAM Internet Access Smart Data Layer 10.00% Granicus Webcasting and Government Transparency Suite Open Platform Suite 10.00% Upgrade to SDI 720p Streaming 10.00% Granicus Encoding Appliance Software(GT) 10.00% Government Transparency Suite 10.00 Important Note:Vendor's quote to DIR customers shall include the DIR Administrative Fee. The fee will be added after the discount is applied to the MSRP. Cooperative Purchase Page 25 of 31 Template-Standard View Page 10.00% Template-Custom View Page 10.00% Template-Sectioned View Page 10.007/o Template-Hierarchical Style View Page 10.00% Template-Original Programming Portal 10.00% Template-Player 10.00% iCo m pass Connector(Integration) 10.00% Destiny Software Connector(I ntegration) 10.00% iLegislate 10.00% Performance Accelerator Suite 10.00% Granicus Peak Agenda Management Software Suite Peak Agenda Management 10.00% Granicus Legislative and Agenda Management Suite(LEGISTAR) Legislative Management Suite 10.00% Legistar Agenda Management System 10.00% Legistar to Granicus Connector(Integration) 10.00% Questys Connector(Integration)(LegiStream) 10.00% Template-Agenda or Minutes-Word Add-In 10.00% Template-Agenda or Minutes-HTML 10.00% Legistar InSite Upgrade 10.00% Legistar Upgrade to L5 10.00% Legistar Training Database 10.00% Legistar Hosted System Upgrade 10.00% Legistar Add-On-Laserfiche Integration 10.00% Legistar Add-On-MuniCode Integration 10.00% LM Suite-ATS Package 10.00% Legistar Agenda Management(via MCCi) 10.00% Granicus Minutes and Meeting Efficiency Suite Meeting Efficiency Suite 10.00% Additional Meeting Body-Meeting Efficiency(1 to 2 MBs) 10.00% Additional Meeting Body-Meeting Efficiency(3 or more) 10.00% Granicus Voting Suite VoteCast Standard Package(Tablet)(ME) 10.007 Additional Meeting Body-Meeting Efficiency with VoteCast(1 to 2 MBs) 10.00% Additional Meeting Body-Meeting Efficiency with VoteCast(3 or more) 10.00% VoteCast Additional Voters Package 10.00% Granicus Boards and Commissions Software Suite Boards and Commissions(County) 10.00 Boards and Commissions(City) 10.00% Granicus Citizen Engagement Suite Citizen Participation Suite 10.00% eComment 10.00% SpeakUp 10 001yo Granicus Web Services and Content Management System(CIVICA) Client Website(CIVICA) 10.007. Monthly Maintenance,Hosting&Support(CIVICA) 10.00% CivicaCRM 10.00% CivicaCRM Mobile App 10.00% Maintenance&Support(CIVICA) 10.00% Hosting(CIVICA) 10.00% Civica Intranet(CIVICA) 10.00% Add On Products(Civica) 10,00% Subsite(CIVICA) 10.00% Subsite Bundle(CIVICA) 10.00% Page 2 of 7 Cooperative Purchase Page 26 of 31 Granicus,Inc. Appendix C Pricing Index DIR-TSO-3631 (per Amendment 1) Department Branding Option Bundle(CIVICA) 10.00% Member Portal/Extranet(CIVICA) 10.00% Intranet(CIVICA) 10.007 Unique Department Feature Button(CIVICA) 10.00% Unique Department Background Image(CIVICA) 10.00% Department Title Bar Graphic(CIVICA) 10.00% Unique Department Color Styling(header and side navigation)(CIVICA) 10.00% Department Home Page(widget based landing page)(CIVICA) 10.00% Unique Widget Styling(CIVICA) 10.00% Civica Website(Legacy) 10.00% Department Branding Options(CIVICA) 10.00% Website Design Integration(CIVICA) 10.00% Website Information Architecture and Navigation(CIVICA) 10.00% Content Migration&Enhancement-per page(CIVICA) 10.00% Quality Assurance and Technology Transfer(CIVICA) 10.00% Dedicated Project Management(CIVICA) 10.00% Website Design Integration(CIVICA) 10.00% Web Based Training Hour(CIVICA) 10.00% On Site Training Day(Civica)(Per Day)(CIVICA) 10.00% Content Migration-50 pages(includes enhancement)(CIVICA) 10.00% CivicaCRM MobileApp Setup&Configuration 10.007 Interactive Map(CIVICA) 10.00% Polyline/Polygon Map Functionality(CIVICA) 10.00% Payment Integration to Simple Forms Module(CIVICA) 10.00% Custom Reports Module(CIVICA) 10.00% Reservation Module(CIVICA) 10.00% Front Facing Google Analyitics Page w/10 department Pages(CIVICA) 10.00% Additional Google Analytics Department Page(CIVICA) 10.00% Resident Portal(CIVICA) 10.00% Additional Design Concept(1)Plus Revision(CIVICA) 10.00% CivicaCRM Setup&Configuration 10.00% ranicus Land and Vitals Suite Land and Vitals System Maintenance(Per Seat) 10.007 ROAM Standard System Maintenance<10M 10.00% ROAM Standard System Maintenance 10M-20M 10.00% ROAM Standard System Maintenance 20M-50M 10.00% ROAM Standard System Maintenance 50M-100M 10.00% ROAM Standard System Maintenance 100M-200M 10.00% ROAM Standard System Maintenance 200M-500M 10.00% ROAM Standard System Maintenance 500M-1B 10.00% ROAM Standard System Maintenance >1B-Check with Mike B 10.00% ROAM Premier System Maintenance <10M 10.00% ROAM Premier System Maintenance 10M-20M 10.00% ROAM Premier System Maintenance 20M-50M 10.00% ROAM Premier System Maintenance 50M-100M 10.00% ROAM Premier System Maintenance 100M-200M 10.00% ROAM Premier System Maintenance 200M-500M 10.00% ROAM Premier System Maintenance 500M-1B 10.00% ROAM Premier System Maintenance >1B 10.00% Land and Vitals System Maintenance(Enterprise) 10.007% Web Hosting(RMS) 10.00°% RMS System Support 10.00% ROAM Standard(<10M Records) 10.000 ROAM Standard(10M-20M Records) 10.00% ROAM Standard(20M-50M Records) 10.00% Important Note:Vendor's quote to DIR customers shall include the DIR Administrative Fee. The fee will be added after the discount is applied to the MSRP. Cooperative Purchase Page 27 of 31 ROAM Standard(50M-100M Records) 10.00% ROAM Standard(100M-200M Records) 10.00% ROAM Standard(200M-500M Records) 10.007/o ROAM Standard(500M-1B Records) 10.00% ROAM Standard(>1 B Records Check with MIKE B) 10.00% ROAM Premier(<10M Records) 10.00% ROAM Premier(10M-20M Records) 10.00% ROAM Premier(20M-50M Records) 10.00 ROAM Premier(50M-100M Records) 10.00% ROAM Premier(100M-200M Records) 10.00% ROAM Premier(200M-500M Records) 10.00% ROAM Premier(500M-1 B Records) 10.00% ROAM Premier(>1B Records Check with MIKE B) 10.00% Land and Vitals Package-Seat License 10.00% Day-Forward Indexing(RMS) 10.00% Land and Vitals Cashiering Module(LaV) 10.00% Land and Vitals Public Access Module(LaV) 10.00% Land and Vitals Data Entry Module(LaV) 10.00% Land and Vitals Scanning Module(LaV) 10.00% Land and Vitals Administration Module(LaV) 10.00% Land and Vitals eAccept OTC(LAV) 10.00% Land and Vitals Package-Enterprise License 10.00% Land and Vitals Cashiering Module(Add On) 10.00% Land and Vitals Data Entry Module(Add On) 10.00% Land and Vitals Public Access Module(Add On) 10.00% Land and Vitals Scanning Module(Add On) 10.00 Land and Vitals Administration Module(Add On) 10.00% Land and Vitals Internet Escrow Billing Module(Add On) 10.00% Land and Vitals eAccept(Add On) 10.00% Land and Vitals AmRedact(Add On) 10.00% Land and Vitals Assisted Indexing(Add On) 10.00% eUniversa System Enterprise License 10.00% eUnNersa System Single Site License 10.00% eUniversa System Maintenance(Enterprise) 10.00% eUniversa System Maintenance(License) 10.00% RMS Add Ons Bundle 10.00% ROAM Document Transactions 10.00% Land and Vitals Document Transactions 10.00% Land and Vitals AmRedact Document Transactions 10.00% Land and Vitals Assisted Indexing Document Transactions 10.00% eUniversa Document Transactions 10.00% Land and Vitals eAccept Document Transactions 10.00% RMS Land and Vitals Project Management and Implementation(Single Site) 10.00% RMS Land and Vitals Project Management and Implementation(Enterprise) 10.00% RMS eUniversa Project Management and Implementation 10.00% RMS ROAM Project Management and Implementation 10.00% Granlcus Managed Services Archived Hosting of Searchable Webcast(1 Year)(Federal) 10.00% Closed Captioning Services-Real Time(Hour) 10.00% Closed Captioning Services-After Meeting(Hour) 10.00% Transcription Services(Hour) 10.00% Minutes Annotation Services(Hour) 10.00% Indexing and Publishing Services(Hour) 10.00% Digital Media Re-encoding(Bulk) 10.00% Page 4 of 7 Cooperative Purchase Page 28 of 31 Granicus,Inc. Appendix C Pricing Index DIR-TSO-3631 (per Amendment 1) Recurring Captioning Services 10.00% Land and Vitals-services book scanning removable binding 10.00% Land and Vitals-services book scanning bound up to 12 x 18 10.007 Land and Vitals-services microfilm scanning 16mm 10.00% Land and Vitals-services microfilm scanning 35mm 10.00% Land and Vitals-services microfilm scanning aperture cards 10.00% Land and Vitals-services microfilm scanning jackets 10.00% Land and Vitals-services plat scanning up to 24 x 36 10.00% Land and Vitals-services indexing typewritten 10.00% Land and Vitals-services indexing handwritten 10.00% Land and Vitals-services micoofilm storage 16mm 10.00% Land and Vitals-services micoofilm storage 35mm 10.00% Land and Vitals-services onsite scanning per diem 10.00% Land and Vitals-services JPEG to TIFF 10.00% Land and Vitals-services image border removal 10 001% Related Services Description DIR Discount%off MSRP Granicus Automated Integrated Land Information System(AiLIS)Maintenance(Yearly) Land Information System Enterprise License Support(Maintenance) 10.00% Client Software License for Windows 2000 or XP 10.00% Seat License for AiLIS Client 10.00% Seat License for Public Inquiry Client 10.00% Commissioners Minutes Module 10.00% Land Information System Cashiering Module(Maintenance) 10.00% Land Information System Data Entry Module(Maintenance) 10.00% Land Information System Public Access Module(Maintenance) 10.00% Land Information System Scanning Module(Maintenance) 10.00% Land Information System Administration Module(Maintenance) 10.00% Land Information System Internet Unlimited(Retrieval Only)(Maintenance) 10.00% Land Information System Internet Escrow Billing Module(Maintenance) 10.00% Land Information System E-Commerce(Credit Cards payments for Internet) (Maintenance) 10.00% Land Information System Electronic Recording Server Module (Maintenance) 10.00% Land Information System Scanning Module(Maintenance) 10.00% Land Information System Microfilm Scanning Module(Maintenance) 10.00% Land Information System Microfilm Reader/Printer Replacement Module(Maintenance) 10.00% Client Software License for I ntra net/]nternet Access Advanced Public Access Capability(Maintenance) 10.00% Granicus Automated Integrated Case Management System(AiCMS)Maintenance(Yearly) Integrated Case Management System Enterprise License Support(Maintenance) 10.001% Integrated Case Management System Criminal Module(Maintenance) 10.007 Integrated Case Management System Civil Module(Maintenance) 10.00% Integrated Case Management System Family Law Module(Maintenance) 10.00% Integrated Case Management System Traffic Module(Maintenance) 10.00% Integrated Case Management System Juvenile Module(Maintenance) 10.00% Integrated Case Management System Probate Module(Maintenance) 10.00% Granicus Redaction Services(GRANredact)Maintenance(Yearly) GRANredact Software-Annual Maintenance 10.007% GRANredact Software-Maintenance Only 10.00% GRANredact Software Day Forward-Monthly Click Charge(Maintenance) 10.00% Granicus Automated Integrated Jail Management System AIJMS Maintenance(Yearly) Granicus integrated Jail Management System Enterprise License Support(Maintenance) 1 Q00% Granicus integrated Jail Management System(Maintenance) 10 001y. Granicus Automated Integrated Vital Records System(AiVitals)Maintenance(Yearly) AiVitals Server License Support,(Maintenance) 10.00 AiVitals Enterprise License Support,(Maintenance) 10.00% Important Note:Vendor's quote to DIR customers shall include the DIR Administrative Fee. The fee will be added after the discount is applied to the MSRP. Cooperative Purchase Page 29 of 31 Granicus eUniversa System Maintenance(Yearly) eUniversa System Enterprise License Maintenance 10.007 eUniversa System County/Single Site License Maintenance 10.00% eUniversa System County/Single License Maintenance Pop.760,001 to 1,000,000 10.00% eUniversa System County/Site License Maintenance 10.00% Granicus Web Hosting Services(month) Setup Fee(one time only) 10.00% Hosting storage space(by GB) 10.00% Granicus Deployment,Technical and Training Services Technical Services and Training 10.00% Technical Services(Per Day) 10.00% Boards and Commissions Success Package(Small) 10.00% Boards and Commissions Success Package(Medium) 10.00% Boards and Commissions Success Package(Large) 10.00% On-site Deployment Services(Per Day) 10.00% Web Training Series(Per Series) 10.00% Phone/Web Training(Per Hour) 10.00% On-site Training(Per Day) 10.00% Hardware Validation 10.00% Onsite Webcast Support(1 st Hour Includes S/S/O) 10.00% Onsite Webcast Support(Additional Hours) 10.00% Web Training Series(GT) 10.00% Agenda Template Configuration(GT) 10.00% Live Manager Installation(GT) 10.00% Agenda Parser Configuration(GT) 10.00% View Template Configuration(GT) 10.00% Player Template Configuration(GT) 10.00% Meeting Server Configuration(ME) 10.00% M inutes Template Configuration(ME) 10.00% Training and Workflow Analysis Session(Online)(ME) 10.00% Agenda/Minutes Template Technical Service(AMB) 10.00% Live Manager Installation(AMB) 10.00% Meeting Efficiency Minutes Workflow Review(AMB) 10.00% Agenda Parser Configuration(AMB) 10.00% VoteCast Tablet Configuration Services(ME) 10.007 Web Training Series(Per Series)(AMB) 10.00% Meeting Efficiency with VoteCast Training(On-Site)(Per Day)(AMB) 10.00% Agenda/Minutes Template Technical Service 10.007 ATS Package Project Management 10.00% LM Suite?Approvers and Drafters Training 10.00% Project Management and Deployment Services(LM) 10.00% Training Day-OnSite(LM) 10.00% Legistar Training(On-site)(Per Day) 10.00% Legistar Admin Training(LM)(Online) 10.00% LM Suite-Additional Meeting Body Type Setup 10.00% LM Suite?Approvers and Drafters Package(per 12 Trainees) 10.00% Legistar InSite Upgrade Services 10.007 Legistar Hosted System Services 10.00% LM Suite-Admin Training Package 10.00% Legislative Management Services Package(Standard) 10.00% Legistar Installation Services(via MCCi) 10.007 Legistar L5 Upgrade Configuration and Project Management Services 10.00% Legistar L5 Upgrade Training(Online)(Per Day) 10.00% Legistar L5 Upgrade Training(Onsite)(Per Day) 10.00 Page 6 of 7 Cooperative Purchase Page 30 of 31 Granicus,Inc. Appendix C Pricing Index DIR-TSO-3631 (per Amendment 1) Legistar 1-5 Upgrade InSite Configuration Services 10.00% Legistar 1-5 Upgrade Data Migration(Standard-1-5 Upgrade) 10.00% Legistar Connector Installation Services 10.00% Legistar Training Session(LM)(Online)(Low Population) 10.00% Training Day-OnSite(LM)(Low Population) 10.00% Performance Accelerator Installation Services 10.00% Virtual Performance Accelerator 10.00% Live Manager Installation(Peak/Leg ME) 10.00% MediaManager Configuration Services 10.00% Data Migration(Suites) 10.00% Agenda/Minutes Template Technical Service 10.00% Land and Vitals Assisted Indexing Document Transactions 10.00% Website Design Integration(Hourly)(CIVICA) 10.00% RMS Land and Vitals Project Management and Implementation(Enterprise) 10.00% RMS Land and Vitals Project Management and Implementation(Single Site) 10.00% RMS ROAM Project Management and Implementation 10.00% RMS eUniversa Project Management and Implementation 10.00% Optional Description DIR Discount%off MSRP Granicus IT Data Conversion Services-Indexing(per keystroke) Indexing Services 10.00% American Cadastre Redaction Services(GRAN redact) GRANredact Software Integration Services(per hour) 10.00% OCR Only Redaction Services(per image) 10.00% Granicus Technical Services(per hour) Customer Support Specialist-Off Hours 10.00% Data Base Administrator 10.00% Project Architect 10.00% Project Manager 10.00% Software Programmer 10.00% System Support Manager 10.00% Technical Writer 10.00% Trainer 10.00% Important Note:Vendor's quote to DIR customers shall include the DIR Administrative Fee. The fee will be added after the discount is applied to the MSRP, Cooperative Purchase Page 31 of 31 Cooperative Purchase _Granicus DIR_3631 _2020JUN22 SL[1 ] Final Audit Report 2020-06-24 Created: 2020-06-24 By: Taylor Doherty(taylor.doherty@granicus.com) Status: Signed Transaction ID: CBJCHBCAABAA1WO9o4ezij9ESOxSUhSM_vgprMUfSsg4 "Cooperative Purchase _Granicus DIR_3631_2020JUN22 SL[1 ]" History Document created by Taylor Doherty (taylor.doherty@granicus.com) 2020-06-24-5:05:28 PM GMT-IP address:97.116.50.149 Document emailed to Jessica Yang (jessica.yang@granicus.com) for signature 2020-06-24-5:05:53 PM GMT Email viewed by Jessica Yang Qessica.yang@granicus.com) 2020-06-24-5:07:50 PM GMT-IP address:64.132.67.238 Document e-signed by Jessica Yang (jessica.yang@granicus.com) Signature Date:2020-06-24-5:08:14 PM GMT-Time Source:server-IP address:64.132.67.238 Signed document emailed to Jessica Yang (jessica.yang@granicus.com) and Taylor Doherty (taylor.doherty@granicus.com) 2020-06-24-5:08:14 PM GMT ® Adobe Sign