HomeMy WebLinkAboutContract 60005DocuSign Envelope ID: C783F3AF-FE80-4730-8259-58E7FB5BA4C6
City Secretary Contract No. 60005
FORT WORTH.
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and Granicus, LLC., a
Texas LLC. ("Vendor"). City and Vendor are each individually referred to herein as a "party" and
collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents,
employees, representatives, contractors or subcontractors. The term "City" shall include its officers,
employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A — Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B — Payment Schedule;
4. Exhibit C — Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scone of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with Boards and Commissions Software enabling government organizations to simplify the citizen
application and appointment to boards process of the clerk's office. Specifically, Vendor will perform all
duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition,
Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and
regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this
Agreement shall control.
2. Licensins / Permitted Use.
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CITY SECRETARY
FT. WORTH, TX
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Vendor and its licensors own all IP Rights in the products. Vendor Products ("Products") shall
mean the online or cloud subscription services, on premise software, and embedded software licensed to
City, and hardware components purchased by City under this Agreement. City and its authorized users have
no right, title or interest in the Products other than the license rights expressly granted herein. All rights not
expressly granted in the Products are reserved by Vendor or its licensors.
Vendor Products and Services are purchased by City as subscriptions. Vendor hereby grants and
City hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable
right to use Vendor Products and Services during the term of this Agreement. Vendor reserves all right,
title and interest in Vendor Products and Services, the documentation and resulting product including all
related intellectual property rights. No implied licenses are granted to City. Vendor name, logo, and the
product names are trademarks of Vendor, and no right or license is granted to use them. City assigns to
Vendor any suggestion, enhancement, request, recommendation, correction or other feedback provided by
City relating to the use of Vendor Products and Services. City shall not: (i) Misuse any Vendor resources
or cause any disruption, including but not limited to, the display of adult content, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted; (ii) Use any process,
program, or tool for gaining unauthorized access to the systems, networks, or accounts of third parties; (iii)
Use Vendor Products and Services in a manner in which system or network resources are unreasonably
denied to third parties; (iv) Use the Products and Services as a door or signpost to another server; (v) Access
or use any portion of Vendor Products and Services except as expressly allowed by this Agreement; (vi)
Disassemble, decompile, or otherwise reverse engineer all or any portion of Vendor Products and Services;
(vii) Use Vendor Products and Services for any unlawful purposes; (viii) Export or allow access to Vendor
Products and Services in violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease
Vendor Products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use
Vendor Products and Services to develop any software application intended for resale which uses Vendor
Products and Services in whole or in part.
City can only use Products to share content that is created by or owned by City and/or content for
affiliated organizations, provided that use by City for affiliated organizations is in support only, and not as
a primary communication vehicle for such organizations that do not have their own license to the Products.
"Content" means any material or data: (i) displayed or published on City's website; (ii) provided by City to
Vendor to perform the Services; or (iii) uploaded into Products. Vendor is not responsible for any Content
used, uploaded or migrated by City or any third party. City grants Vendor a limited, non-exclusive right
during the Term to access and use the Content to provide the Products and Services. Content does not
include user feedback related to the Products or Services, which Vendor is free to use without any further
permission or consideration to City. In addition, Content does not include data generated by use of the
Products, including system data and data derived from Content in an aggregated and anonymized form,
which may be used by Vendor for any and all business purposes including diagnostics and system and
product improvements.
For the Services, Vendor grants City a non-exclusive, non -transferable, royalty -free, perpetual
license to use the "Deliverables" on behalf of and for the benefit of City independently and with Vendor
Products. Vendor retains all right, title and interest to the Deliverables except for those rights expressly
granted to City and reserves all rights not otherwise expressly granted herein.
3. Term. This Agreement shall commence upon the date signed by the Assistant City
Manager below ("Effective Date") and shall expire no later than June 30, 2024 ("Expiration Date"), unless
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terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties.
This Agreement may be renewed for 2 (two) at the City's option, each a "Renewal Term." The City shall
provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each
term.
4. Compensation. The City shall pay Vendor an amount not to exceed Ninety seven thousand,
three hundred and six dollars with thirty seven cents ($97,306.37) in accordance with the provisions of this
Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all
purposes. Vendor shall not perform any additional services for the City not specified by this Agreement
unless the City requests and approves in writing the additional costs for such services. The City shall not
be liable for any additional expenses of Vendor not specified by this Agreement unless the City first
approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of
receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent (1%).
Termination.
5.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 90 days written notice of termination.
5.2. Breach. If either party commits a material breach of this Agreement, the
nonbreaching 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.
5.3. Fiscal Fundiniz 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.
5.4. 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.
City's right to access and use the Products will immediately cease (except for perpetual licenses
granted under an Order, which will continue to be governed by this Agreement for the duration of
the license); and the parties will return or destroy any Confidential Information of the other party
in its possession, and certify upon request to the other party of compliance with the foregoing. City
will have thirty (30) days from the expiration date of a subscription to extract or download any
Content stored in the Products. Vendor has no obligation to retain any Content after such thirty
(30)-day period nor is Vendor responsible for extracting the data on City's behalf absent separate
written agreement and the payment of additional fees. 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
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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.
6. Disclosure of Conflicts and Confidential Information.
6.1. 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.
6.2. 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
written agreement with respect thereto. It is expected that one Party may disclose to the other Party
certain information which may be considered confidential or trade secret information
("Confidential Information"). Subject to required disclosures under the Texas Public Information
Act, Confidential Information shall include: (i) non-public information if it is clearly and
conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (ii)
non-public information of a Party if it is identified as confidential or proprietary before, during, or
promptly after presentation and (iii) any information that should be reasonably understood to be
confidential or proprietary to a Party, given the nature of the information and the context in which
disclosed.
Subject to required disclosures under the Texas Public Information Act and other applicable laws,
each Party agrees to receive and hold any Confidential Information in strict confidence. Each
Party also agrees: (i) to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (ii) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the other Party;
(iii) not to use any Confidential Information for any purpose other than for performance under this
Agreement; (iv) to restrict access to Confidential Information to those of its employees, agents,
and contractors who have a need to know, who have been advised of the confidential nature
thereof, and who are under express written obligations of confidentiality or under obligations of
confidentiality imposed by law or rule; and (v) to exercise at least the same standard of care and
security to protect the Confidential Information received by it as it protects its own confidential
information. If a Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the other Party as promptly as
practicable so that such Party may seek a protective order or waiver for that instance.
Confidential Information shall not include information which: (i) is or becomes public knowledge
through no fault of either Party; (ii) was in a Party's possession before receipt from the other
Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality;
(iv) is independently developed by a Party without use or reference to the other Party's
Confidential Information; or (v) is disclosed with the prior written consent of the Parties.
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Each Party shall return or destroy the Confidential Information upon written request by the other
Party; provided, however, that each Parry may retain one copy of the Confidential Information in
order to comply with applicable law. City understands and agrees that it may not always be
possible to completely remove or delete all Confidential Information from Vendor's databases
without some residual data.
Disclosing Party may be irreparably damaged if the obligations under this section are not
enforced and as such may not have an adequate remedy in the event of a breach by Receiving
Party of its obligations hereunder. The parties agree, therefore, that Disclosing Party is entitled to
seek, in addition to other available remedies, an injunction restraining any actual, threatened or
further breaches of the Receiving Party's obligations under this section or any other appropriate
equitable order or decree.
6.3. 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 Vendor. It will be the responsibility of Vendor 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.
6.4. 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 within seventy-two (72) hours if the security
or integrity of any City information has 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.
7. Ri2ht to Audit.
7.1. 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.
7.2. 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
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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.
8. 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
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.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION.
9.1. LIMITATION OF LIABILITY - NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, EXCEPT FOR CITY'S OBLIGATIONS TO PAY
AMOUNTS DUE UNDER EXHIBIT B, OR VENDOR'S INDEMNIFICATION OBLIGATIONS
SET FORTH IN SECTION 9.3 (INTELLECTUAL PROPERTY INDEMNITY), IN NO EVENT
WILL EITHER PARTY' S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS
ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT (INCLUDING
NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE LESSER OF TWO TIMES
(2X) THE FEES PAYABLE BY CITY FOR VENDOR PRODUCTS OR FIVE HUNDRED
THOUSAND DOLLARS ($500,000 USD). VENDOR SHALL NOT BE RESPONSIBLE FOR
ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED.
9.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY THIRD PARY CLAIMS OR
LAWSUITS, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
9.3. INTELLECTUAL PROPERTY INFRINGEMENT.
9.3.1. As of the Effective Date, 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 9.3.1 each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
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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.
9.3.2. Vendor shall be liable and responsible for any and all third party 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.
9.3.3. 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, (i) modifies or misuses the Deliverable(s)
or (ii) City's use (or use by anyone under City's direction or control or using logins or
passwords assigned to City) of any Vendor Products and Services other than in accordance
with this Agreement. So long as Vendor bears the cost and expense of payment for claims
or actions against the City pursuant to this section 9, 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 prepaid amounts for the then -remaining or unexpired portion of
the Agreement Term. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET
FORTH IN SECTION 11 OF THIS AGREEMENT.
10. Assignment and Subcontracting.
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10.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City, except that Vendor may assign this
Agreement in connection with a merger, reorganization, acquisition or other transfer of all or
substantially all of such party's assets or voting securities.. 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 jointly 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. Subcontractors will only include those third parties engaged
specifically by Vendor to perform services directly to City.
10.2. Reserved.
11. Insurance.
11.1. The Vendor shall carry the following insurance coverage with a company that is
licensed or authorized to do business in Texas or otherwise approved by the City:
11.1.1. Commercial General Liability:
11.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
11.1.1.2. 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.
11.1.2. 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 accident.
11.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
11.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
11.1.5. Technology Liability (Errors & Omissions)
11.1.5.1. Combined limit of not less than $2,000,000 per
claim; $4million aggregate
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11.1.5.2.
Coverage shall include, but not be limited to, the following:
11.1.5.2.1. Failure to prevent unauthorized access;
11.1.5.2.2. Unauthorized disclosure of information;
11.1.5.2.3. Implantation of malicious code or computer virus;
11.1.5.2.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
11.1.5.2.5. 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;
11.1.5.2.6. 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. 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
11.1.5.2.7. Any other insurance as reasonably requested by City.
11.2. General Insurance Requirements:
11.2.1. 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.
11.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
11.2.3. Vendor shall provide to the City, a minimum of Thirty (30) days' notice
of cancellation or reduction in limits of coverage. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
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of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
11.2.4. 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.
11.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
11.2.6. 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.
12. 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.
13. 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.
14. 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:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street Fort Worth TX 76102
Facsimile:
With Copy to the City Attorney
at same address
TO VENDOR:
Granicus, LLC.
Attn: Contracts
408 Saint Peter St. STE 600
Saint Paul, MN. 55102
Facsimile: (651) 665-0943
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15. Solicitation of Emnlovees. 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.
16. 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.
17. 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.
18. Governina 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.
19. 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.
20. Force Mai eure. 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, 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, epidemics or pandemics, material or labor
restrictions by any governmental authority, transportation problems, restraints or prohibitions by any court,
board, department, commission, or agency of the United States or of any States, civil disturbances, other
national or regional emergencies, and/or any other similar cause not enumerated herein but which is beyond
the reasonable control of the Party whose performance is affected (collectively "Force Majeure Event").
The performance of any such obligation is suspended during the period of, and only to the extent of, such
prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an
explanation as to how it hinders the party's performance, as soon as reasonably possible, as determined in
the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 14 above.
21. 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.
22. 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.
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23. 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.
24. 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.
25. Countemarts. 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.
26. Warranty of Services. The Services will be performed in a professional and workmanlike
manner in accordance with generally accepted industry standards for the software consulting industry.
Vendor will use reasonable commercial efforts to complete the Services in accordance with the SOW. If
the Services fail to comply with this warranty during the "Warranty Period," which is the thirty (30) day
period following completion of the Services, City will promptly notify Vendor in writing specifying in
reasonable detail any alleged non -conformities in the Services. Upon receipt of notice and a determination
that the Services did fail to comply with this warranty, Vendor will, as City's sole and exclusive remedy,
promptly re -perform any such Services in accordance with the SOW and this Agreement. THE
WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND VENDOR DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
27. Reserved.
28. Network Access.
28.1. Citv 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
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
28.2. 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
Vendor Services Agreement — Technology (Rev. 8/19)
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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.
29. ImmiQration 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). 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. City, upon written notice to Vendor, shall have the right to
immediately terminate this Agreement for violations of this provision by Vendor.
30. Informal Dispute Resolution. Except in the event of termination pursuant to Section 5.2,
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,
except for disputes relating to intellectual property and Confidential Information, 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 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.
31. No Bovcott 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 terms "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.
Vendor Services Agreement — Technology (Rev. 8/19)
Page 13 of 19
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32. Rebortina Reauirements.
32.1. For purposes of this section, the words below shall have the following meaning:
32.1.1. Child shall mean a person under the age of 18 years of age.
32.1.2. 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.
32.1.3. 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.
32.1.4. 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.
32.2. Renortins Reauirement. 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.
33. Signature Authoritv. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
34. Survival of Provisions. The parties' duties and obligations pursuant to Section 5.4 (Duties
and Obligations), 6 (Disclosure of Conflicts and Confidential Information), Section 7 (Right to Audit), and
Section 9 (Limitation of Liability and Indemnification) shall survive termination of this Agreement.
35. Prohibition on Bovcottin2 Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2,
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-
time employees unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The
Vendor Services Agreement — Technology (Rev. 8/19)
Page 14 of 19
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City Secretary Contract No.
terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
36. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate against a firearm entity or firearm trade association during the term of this
Agreement.
(SIGNATURE PAGE FOLLOWS)
Vendor Services Agreement — Technology (Rev. 8/19)
Page 15 of 19
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH
By: Valerie Washington (Aug 28,202321:37CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Aug 28, 2023
APPROVAL RECOMMENDED:
By: /
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Steven Vandever (Aug 21, 2023 08:34 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
Name:
Kevin Gunn
el `
Title:
Director, IT Solutions
By: �'
bd44'DII�b
Name: Taylor Paris
ATTEST:
paF F°RT'°a
a 0
Title: Assistant City Attorney
p�
v Fo i
Ovo
o=o
�o o° dd
as o c
CONTRACT AUTHORIZATION:
R
anb nEXA?o�p
M&C: n/a
By:
Date Approved:
Name:
Jannette Goodall
Title:
City Secretary
Form 1295 Certification No.:
VENDOR:
Granicus, LLC
DocuSigned by:
QB8B
��
By: a...
Name: A exan e r ray Title:
Manager, Renewals
Date: 8/17/2023
Vendor Services Agreement — Technology (Rev. 8/19)
Page 16 of 19 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: C783F3AF-FE80-4730-8259-58E7FB5BA4C6
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
PRODUCT DESCRIPTIONS
Solution Description
Baafds and CL , ii tVi— j r� BULhUa dijLi CC,.,.Id_� _ .� is d �l� !vt o- .r.. $@r�9Ce (SCa$) Solution that
enables govemment organizations to simplify the citizen application and
, , �f. ' lent to boards process of the clerk's office. Boards and
Commissions includes:
Unkmitec, a t,i o a,-ik Jots
■ Unkn-Oed boards, Commissions, committees, and subcommittees
■ UnHrnited storage of citizen opplicotions
. Access to up to one ( I ) Boards and Cam missions site
. Access to customizable, embeddoble iFrame websites for
displaying information to citizens
. Access to a custamizable online citizen application farm including
board -specific questions
. Customizable Farms for board details, appointment details, and
internal tracking details
. Pre -designed document PDFs [of applications, board details and
rasters, and vacancy reports
Downloadobte spreadsheets for easy reporting
Optional custom fernpiates for document or report generation rrray Also
be rug L,,-,LJ 1111, ..� , L.Jditionat fee,
G4.lrtl,liiiui4I,..,—s�u,ktt— Gu 5,,..L..tTiu—puia,i4.y�rrethe I'1v1i;„iv- ;;, 'CW ILL EU3I,.Streaming of
Suite ter„ —I, �._ .hing of .., ,J I ... i-- Aig of events.
Upgrode to SDI 7200 Streaming Upgrade to SDI 720p Streaming {requires Digital encoder and HD feed)
Open Pic fform Suite Open Platform is access to- MedioMcinager, upload of archives, ability to
past agendasldA iL.—&, (,, and index of archives. These are able to be
published and accessible through a searchable viewpage.
Vendor Services Agreement — Technology — Exhibit A Page 17 or 18
DocuSign Envelope ID: C783F3AF-FE80-4730-8259-58E7FB5BA4C6
City Secretary Contract No.
Fort Worlh TX
Solution Description
Meeting EffrcierR-_y Suife Meeting Efficiency is a hybrid Software -as -a -Service (SaaS) and Flardware-
asra-Service (HooS] 50lution IhO cii rumen rguvm r it r iL4 it urgug iLutions to
simplify the in -meeting manuo}Z:rriGlll Uiid post -meeting minutes creation
of the cierk's office. By to l ig this solution. the client will be
able to streamline meeting data capture and minutes production,
reducing staff elf orts and d.- w, _,.;,. a time to get minutes published. During
o meeting, use LiveManagor to record roll calls, motions, vofes, notes, and
speakers, all indexed with video. Use the index points to quickJy edit
minutes, fernplates to format in Microsoft Ward, OfIlb PLILA)i online with the
click of a button_ Meeting Efficie(lc: diLiulJes:
• Unlimited user accounts
Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to the LiveManager software application for fecardirig
information duffing meetings
. Access to the Word Add-irt software component for minutes
formatting in MS Word if desired
lJp to ofle ( i ) MS Word minutes template Iaddiflonot templates can
be purchased if needed)
Legistar Training Database Legistaf training database allows tho cus#Omer to have one additionol
Legistof training database ❑nd InSite environment to use for Nesting and
tra riing.
Vendor Services Agreement — Technology — Exhibit A Page 18 or 18
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EXHIBIT B
PAYMENT SCHEDULE
ORANICUS
Order Form
Fort Worth TX
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Renewing Subscription Fe
Solution
Billing
Frequencyar>YNAnnual
Qu
Annual Fee
Boards and Commissions
Monthly
1 Each
$33,399.19
Government Transparency Suite
Monthly
1 Each
$19,336.39
Upgrade to SDI 720p Streaming
Monthly
1 Each
$3,858.89
Open Platform Suite
Monthly
1 Each
$5,105.30
Meeting Efficiency Suite
Monthly
1 Each
$21,038.16
E_egistar Training Database
Monthly
i Each
$2,253.23
SUBTOTAL-
sm,9lR1.1d
Vendor Services Agreement — Technology — Exhibit B Page 19 or 19
DocuSign Envelope ID: C783F3AF-FE80-4730-8259-58E7FB5BA4C6
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ANI;I-US
FUTURE YEAR PRICING
5otution(s)
Beards and Commissions
Government Transparency Suite
Upgrade to SDI 720p Streaming
Open Plafform Suite
meeting Efficiency Suite
Legistar Training database
Order Form
Fart Worth TX
Period of Performance
01 Jui 2024 - 30 Jun 2025
01 Jul 2025
- 30 Jun 2026
$35, 73 7.13
$38, 238.73
$20.68 9.94
$22,138.23
$4,12 9.01
$4, 418.04
$5,462.67
$5,845.06
$22,510.83
$24,086 59
$2, 410.96
$2, 574.72
$90,940.541
$ 97, 306.37
Vendor Services Agreement — Technology — Exhibit B Page 20 or 19
DocuSign Envelope ID: C783F3AF-FE80-4730-8259-58E7FB5BA4C6
City Secretary Contract No.
Vendor Services Agreement — Technology — Exhibit B Page 21 or 19