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HomeMy WebLinkAboutContract 47971 CITY SECMAW RECEIVED Ct?WUCT w. qqq7l JUL 12 2016 61,7Y OF FORT WORTH CITY SECRETARY GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of June 30, 2016 (the "Effective Date"),is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and the City of Fort Worth, a home rule municipal corporation in the State of Texas (the "Client"). Additional definitions of capitalized terms used herein are set forth in Section 12 hereof. A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS,Granicus desires to provide and Client desires to continue with Client's existing solution as described in the Current Solution document,which is attached as Exhibit A, and incorporated herein by reference, (iii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement,and(iv)contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations, and warranties herein contained,the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. Managed Services shall mean the services provided by Granicus to Client as detailed in Exhibit A. Managed Services Fee shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non- exclusive license to access the Granicus Software listed in the Proposal and a revocable, non- sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to �i perform its own work, including Client's work with its customers/constituents. Cancellation of the O O Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. � n O m 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this n r greement, Granicus warrants that the Granicus Software, as provided by Granicus, will = m rfn s bstantially perform in accordance with the functionality and features as described in the Proposal ..� p f r as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy X X= GRANICUS,INC.SERVICE AGREEMENT 1 Version 6 for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Limitations.Except for the license in Section 2.2,Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party,to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c)provide, disclose, or otherwise make available the Granicus Software, or copies thereof,to any third party; or(d)share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction,to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. 3. PAYMENT OF FEES 3.1 Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in Exhibit A. 3.2 Fifty percent (50%) of all up-front fees for all products are due upon Granicus' receipt of an executed agreement or purchase order, as appropriate. The remaining fifty percent (50%)of up-front fees for each product are due upon delivery of the respective product. 3.3 Annual billing for Managed Services for associated products shall begin upon completion of delivery as defined under Section 3.4 below.Client shall be invoiced for a twelve(12) month period commencing upon delivery of the configured product(s). Thereafter, Client will be billed annually in advance. Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of invoice.Client acknowledges that products may be delivered and fully operational separate from the other purchased products. 3.4 For Granicus Hardware, delivery is complete once the Client receives Hardware components with the configured Granicus Software. For Granicus Software, delivery is complete once the Software is installed, configured, tested and deemed by Granicus to be ready for Client's use, irrespective of any training services provided to Client by Granicus. Upon Granicus Hardware and/or Software delivery, Client will have fifteen (15) days to notify Granicus of any issues or problems. If Client notifies Granicus within such fifteen (15) day period of issues or problems, Granicus will promptly work to fix those issues or problems. 3.5 Granicus, Inc. shall send all invoices to: Name: Ronald Gonales Title: Assistant City Secretary Address: 1000 Throckmorton, Fort Worth, TX 76102 Email: 3.6 Upon each yearly anniversary during the term of this Agreement(including both the initial term and all renewal terms),the Granicus Managed Service Fees shall automatically increase from the previous Managed Service Fees by five (5) percent per annum which Granicus acknowledges is subject to appropriation by the Client's governing body. GRANIcus,INC.SERVICE AGREEMENT 2 Version 6 3.7 Training Usage Policies. Granicus has established best practice training plans around success with Granicus services,and Clients are encouraged to take advantage of all purchased training up-front in order to achieve the maximum amount of success with their services. All purchased training must be completed within ninety(90) days of the date of the project kickoff call. Any purchased training not used during this ninety(90) day period will expire. If Client feels that it is necessary to obtain more training after the initial ninety (90) day period, Client may purchase additional training at that time. 3.8 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight (48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100)percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training.For any cancellations within twenty-four(24)hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50)percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content.The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However,Granicus has the right(but not the obligation)to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene,or promotes,solicits or comprises inappropriate,harassing,abusive,profane,defamatory, libelous,threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted pursuant to Section 5.2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. GRANICUS,INC.SERVICE AGREEMENT 3 Version 6 5.2 Each Party grants to the other a non-exclusive, non-transferable (other than as provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other Party's Trademarks shall be subject to the prior written approval of such other Parry, approval of which shall not be unreasonably withheld. Such use of Client's Trademarks or Logo shall be used in accordance with Client's Administrative Regulation: D-4 Official City of Fort Worth Logo. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided"as is"and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support;damages or costs relating to the loss of profits or revenues,goodwill,data(including loss of use or of data, loss or inaccuracy or corruption of data), or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for the twelve (12) month period prior to the date the claim arose, regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INFORMATION& OWNERSHIP. 7.1 Confidentiality Obligations.Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information of the other Party. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.2 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or(iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall(i) if permitted by applicable law,notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii)use its commercially GRANicus,INC.SERVICE AGREEMENT 4 Version 6 reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for twelve (12) months after the date hereof. This Agreement shall automatically renew in perpetuity for terms of one(1)year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Either party may cancel this agreement with or without cause provided that the party notifies the other in writing at least ninety(90)days prior to such cancellation for convenience. 8.3 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 Contractor 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. 8.4 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software,terminates and Granicus has no further obligation to provide any services; (b) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. (c) Client shall refer to Exhibit E for the four(4)termination/expiration options available regarding Content. 8.5 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement, and applicable provisions of the exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the termination or expiration options regarding Content as set forth on Exhibit E, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings,timestamps, indices, and cross-referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement provided that Client has had time to order hard GRANICUS,INC.SERVICE AGREEMENT 5 Version 6 copies of the Content as provided by subsection 8(c). 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i)obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii)replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may terminate this Agreement and refund any prepaid fees to Client for which it has not received the services. 10. INTERLOCAL AGREEMENT. 10.1 This Agreement may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use, including the products and services and fees applicable thereto. Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations of the respective governmental entity. 11. MISCELLANEOUS. 11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 11.2 Governing. The laws of the State of Texas shall govern the validity, construction,and performance of this Agreement, without regard to its conflict of law principles. 11.3 Construction and Severability.Wherever possible,each provision of this Agreement shall be interpreted so that it is valid under applicable law.If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 11.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 11.5 Force Majeure. Other than payment obligations,neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism,earthquake,or electrical, internet or telecommunications outage. 11.6 Closed Captioning Services.NOT APPLICABLE. 12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: 12.1 "Confidential Information" shall mean all proprietary or confidential information disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any manner whatsoever(including without limitation,in writing,orally,electronically,or by inspection), GRANicus,INC.SERVICE AGREEMENT 6 Version 6 that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material); provided, however, that Confidential Information shall not include the Content that is to be published on the Client Website. 12.2 "Content"shall mean any and all,documents,graphics,video,audio,images,sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of,the Client to Granicus. 12.3 "Client Website" shall mean the Client's existing websites. 12.4 "Granicus Application Programmatic Interface" shall mean the Granicus interface which is used to add, update, extract, or delete information in MediaManager. 12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may include Granicus Software, Installation and Training,Managed Services, and Hardware,as specified in Exhibit A. 12.6 "Granicus Software"shall mean all software included with the Granicus Solution as specified in the attached Proposal that may include but is not limited to: MediaManagerTM (includes Uploader, Software Development Kit, and Podcasting Services), MinutesMakerTM (includes LiveManager), MobileEncodefrm, VotingSystemT" (includes Public Vote Display). 12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Exhibit A. 12.8 "Managed Services" shall mean the services provided by Granicus to Client for bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus Solution maintenance,upgrades,parts,customer support services,and system monitoring,as detailed in the Proposal attached as Exhibit A. 12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as specified in Exhibit A. 12.10 "Meeting Body" shall mean a unique board, commission, agency, or council body comprised of appointed or elected officials that meet in a public capacity with the objective of performing decisions through a democratic voting process (typically following Robert's Rules of Order). Two or more Meeting Bodies may be comprised of some or all of the same members or officials but may still be considered separate and unique Meeting Bodies at Granicus' sole discretion. For example,committees, subcommittees,city councils,planning commissions,parks and recreation departments, boards of supervisors, school boards/districts, and redevelopment agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole discretion. 12.11 "Proposal" shall mean the document where the Granicus Solution that is the object of this Agreement is described along with pricing and training information. 12.12 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party. GRANICUS,INC.SERVICE AGREEMENT 7 Version 6 12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus and Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Granicus or Client may specify in writing to the other party from time to time. This Agreement consists of this Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Current Solution Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content Exhibit F: Network Access Agreement IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS,INC. By: Jason Fletcher Its: Chief Executive Officer Address: 707 17`h Street, Suite 4000 Denver, CO 80202 FORT WORTH By: /� I Name: L V SR rl Tl `Q m 15 Its: aaar m1t Address: Date: -7 ) OFFICIAL RECORD GRANICUS,INC.SERVICE AGREEMENT S CITY SECRETARY version 6 FT. WORTH, TX APPROVED AS TO FORM AND LEGALITY By:-,Ovt� J �► ' 10 07® ary J. Ka M, Cify S XIS OFFICIAL RECORD CITY SECRETARY FT.WORM GRANICUS,INC.SERVICE AGREEMENT 9 Version 6 EXHIBIT A CURRENT SOLUTION The current Granicus solutions used by the City Clerk's Office include: • Boards & Commissions - $2000.00/month [The remainder of this page is left blank intentionally.] GRANICUs,INC.SERVICE AGREEMENT 10 Version 6 EXHIBIT B SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support-only telephone numbers, and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 707 17`h Street, Suite 4000, Denver, CO 80202. (b) Telephone Numbers. Office staff may be reached from 5:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at(415) 357-3618 opt 1. (c) Internet and E-mail Contact Information. The website for Granicus is http://www.granicus.com. E-mail may be sent to the support staff at customercare@granicus.com. 2. Support Polio When Granicus receives notification of an issue from Client, Granicus, Inc. customer advocate or technical support engineer will respond with notice that they will be actively working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an estimated time for resolution. Notification shall be the documented time that the Client either calls or e- mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc. notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. 3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least three (3) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 4. Software Enhancements or Modifications. The Client may,from time to time,request that Granicus incorporate certain features, enhancements or modifications ("Modifications") into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and Client will use commercially reasonable efforts to enter into a written scope of work ("SOW") setting forth the Modifications to be done, the timeline to perform the work and the fees and costs to be paid by Client for the work. 4.1 Documentation. The SOW will include a detailed requirements and detailed design document illustrating the complete financial terms that govern the SOW, proposed project staffing,anticipated project schedule,and other information relevant to the project. Such Modifications shall become part of the licensed Granicus Software. 4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-and- materials" basis unless otherwise stated in the SOW. Delivery of the software containing the Modifications shall be complete once such software is delivered and deemed by Granicus to be ready for Client's use. Client will have fifteen (15) days after delivery of the Modifications to notify Granicus GRANICUS,INC.SERVICE AGREEMENT I 1 Version 6 of any issues or problems. If Client notifies GramCUS within such fifteen (15) day period of issues or problems, Granicus will promptly work to fix those issues or problems. 4.3 Title to Modifications. All such Modifications shall be the sole property of the Granicus. 5. Limitation of Liability, Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. GRANICUS,INC.SERVICE AGREEMENT 12 Version 6 EXHIBIT C HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware") provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the Agreement. 1. Price. The price for the Hardware shall be the price specified in the Proposal. 2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware,notwithstanding the use of the term"sale"or"purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (I5) days following delivery of the Hardware, constitutes Client's acceptance.Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Service Response Time. For hardware issues requiring replacement, Granicus shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of determination of a hardware issue, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the timeframe and progress of the repairs or replacement.Once the Hardware is received Client's responsibilities will include: a. Mount server on client rack(if applicable) b. Connecting original network cables. c. Connecting original audio and video cables (if applicable). 5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL,EXEMPLARY,INDIRECT,SPECIAL,PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT PRODUCT LIABILITY OR OTHERWISE,EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above- mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and warranty, should the Client decline these recommended tools,certain levels of service and warranty may not guaranteed. GRANicus,INC.SERVICE AGREEMENT 13 Version 6 7. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use internal methods of access, such as VPN,Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. Such remote access shall be conducted in accordance with Exhibit F -Network Access Agreement. 8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client a three(3)year warranty with respect to the Hardware. Within the three (3)year warranty period,Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials. Hardware warranty shall commence on the Effective Date of the Agreement. 9. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support,Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades, Granicus does not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware. 10. Client Changes to Hardware Prohibited. Client shall not install any software or software components that have not been agreed upon in advance between Client and Granicus technical staff. While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision. GRANICUS,INC.SERVICE AGREEMENT 14 Version 6 EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks© Include• 0 GRANICUS Granicus logo as a mark Granicus® Legistar® MediaVault° MinutesMaker® Mobile Encoder® Outcast Encoder® StreamReplicator® Granicus Trademark Names TM Include: CivicldeaS iLegislateT°' InSiteT" Integrated Public Record T" Intelligent Routing'" LinkedMinutesTM Live Manager TM MediaCenterTM MediaManagerTM MediaVaultTM MeetingMemberTM MeetingServerTM Simulcast EncoderTM VoteCastTM VoteCastTM Classic VoteCastTM Touch For an updated list of Granicus registered trademarks, trademarks and servicemarks, please visit: http://www.granicus.com/help/legal/copyright-and-trademark/. Client Trademarks See Client's Administrative Regulation: D-4 Official City of Fort Worth Logo. GFANICUS,INC.SERVICE AGREEMENT 15 Version 6 EXHIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination or expiration of the Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the following methods to obtain a copy of its Content: • Option 1: Video/Audio files made available through an external hard drive or FTP site in its raw non-proprietary format. A CSV file will be included providing file name mapping and date. This option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable. • Option 2: Provide the Content via download from the application UI. This option shall be provided free of charge and is available anytime. • Option 3: Provide the means to pull the content using the Granicus Application Programming Interface (API). This option is provided free of charge and is available at anytime. • Option 4: Professional services can be contracted for a fee to customize the retrieval of content from the system. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60)day termination period. Granicus has the right to delete Content from its services after sixty (60)days, or whenever transfer of content is completed, whichever is later. GRANICUS,INC.SERVICE AGREEMENT 16 Version 6 EXHIBIT F NETWORK ACCESS AGREEMENT 1. The Network.The City owns and operates a computing environment and network(collectively the "Network"). Contractor wishes to access the City's network in order to connect to the City of Fort Worth networks for the purpose of transacting City business. In order to provide the necessary support,Contractor needs access to the City's Network via the City's Internet and remote access tools such as Logmein for installation and ongoing maintenance of Granicus software. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing Granicus Software solution that integrates into City's Website. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30)days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. GRANICUS,INC.SERVICE AGREEMENT 17 Version 6 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives,of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally- owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non- City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice,and without penalty to the City. Upon termination of this Agreement,Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. O ACCEPTED AND AGREED: � "nn CI FY O""—RT WORTH: CONTRACTO AME: nt a r By: BY: z ;a m GRANICUS,INC.SERVICE AGREEMENT 18 Version 6 � � v Susan Alanis Name: )Q SO r1 /e'��►Q� Assisiant Ciry Manager Title: CPO Date: '1 M,&& Date: 716/1,6 ATTEST: ®� ®R��,'' ATTEST: °7� a By: C.._ 6 Y: fci6 Se y Name: cf ,' ra � Title: Ca► Of�I P APPR VED AS TO FORM By _ Assistant City Attorney (a u, re-Li i"d M&C: none required OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX GRANICUS,INC.SERVICE AGREEMENT 19 Version 6