Contract - Granicus - 11/22/2016 CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH
GRANICUS,INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
THIS AGREEMENT for professional consulting services for legislative management
software and related services, and for video streaming and related services (the "Agreement"), is
made by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipality with
offices located at 221 East Main Street, Round Rock, TX 78664-5299 (the "City") and
GRANICUS, INC., a California corporation with at P.O. Box 49335, San Jose, CA 95161 (the
"Consultant").
RECITALS:
WHEREAS, Consultant is in the business of developing, licensing, and offering for sale
various streaming media solutions specializing in Internet broadcasting, and related support
services; and
WHEREAS, City has determined that there is a continued need for the delineated goods
and services; and
WHEREAS, City now desires to contract for such professional services with Consultant;
and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations hereunder;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE,DURATION,AND TERM
This Agreement shall be effective on the date it has been signed by each party hereto, and
shall remain in full force and effect unless and until it expires by operation of the term stated
herein, or until terminated or extended as provided herein.
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The term of this Agreement shall be for sixty (60) months from the effective date of this
Agreement.
City reserves the right to review the Agreement at any time, and may elect to terminate
this Agreement with or without cause or may elect to continue.
2.01 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
and for the related goods, City agrees to pay Consultant an amount not-to-exceed Thirty-Two
Thousand and No/100 Dollars ($32,000.00) per year for the term of this Agreement. Such
payment shall be for goods and services and deliverables as delineated herein and in attached
exhibits. The delineated amount is inclusive of reimbursables and expenses such as travel, onsite
visit costs, shipping, and the like.
3.01 SCOPE OF SERVICES
For purposes of this Agreement, Consultant has issued its "Proposal for City of Round
Rock, TX / Government Transparency and Agenda Workflow Solutions" for the goods and
services required, and such Proposal is designated Exhibit "A" and is attached hereto and
incorporated herein by reference for all purposes. This Agreement shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions. Consultant shall satisfactorily provide all goods, services and
deliverables described under the referenced Proposal within the contract term specified herein.
Consultant's undertakings shall be limited to performing services for City and/or advising City
concerning those matters on which Consultant has been specifically engaged. Consultant shall
perform its services in accordance with this Agreement and in accordance with the referenced
Proposal. Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Proposal set forth in Exhibit "A"
and herein. However, either party may make written requests for changes to the scope of
provided goods and services. To be effective, such change must be negotiated and agreed to in
all relevant details, and must be embodied in a valid Supplemental Agreement as described
herein.
4.01 PAYMENT FOR SERVICES; NO REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, and related goods, City agrees to pay Consultant an amount not-to-exceed Thirty-
Tow Thousand and No/100 Dollars ($32,000.00) per year for the term of this Agreement.
No Reimbursable Expenses: No reimbursable expenses are authorized under this
Agreement.
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Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon claims,
whether paid by City or denied.
5.01 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if City determines that there has
been a significant change in (1) the scope, complexity, or character of the services to be
performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed progress
invoices to City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Proposal, and shall detail the services
performed, along with documentation for each service performed. Payment to Consultant shall
be made on the basis of the invoices submitted by Consultant and approved by City. Such
invoices shall conform to the schedule of services and costs in connection therewith.
Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this regard, should City determine it necessary, Consultant
shall make all records and books relating to this Agreement available to City for inspection and
auditing purposes.
Payment of Invoices: City reserves the right to correct any error that may be discovered
in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described herein. Under no circumstances shall Consultant be entitled to receive interest on
payments which are late because of a good faith dispute between Consultant and City or because
of amounts which City has a right to withhold under this Agreement or state law. City shall be
responsible for any sales, gross receipts or similar taxes applicable to the services, but not for
taxes based upon Consultant's net income.
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7.01 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the services to be performed and the related goods to be
furnished are enumerated in Exhibit"A" and herein, and may not be changed without the express
written agreement of the parties. Notwithstanding anything herein to the contrary, the parties
agree that City retains absolute discretion and authority for all funding decisions, such to be
based solely on criteria accepted by City which may be influenced by but not be dependent on
Consultant's work.
8.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Consultant a written notice of termination at the end of its then-current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Consultant will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the"rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
A. There is a bona fide dispute between City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
B. There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
10.01 TERMINATION; DEFAULT
Termination: It is agreed and understood that either party may terminate this
Agreement for convenience, upon thirty (30) days' written notice to the other party, with the
understanding that immediately upon receipt of said notice all work being performed under this
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Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and shall
be compensated in accordance with the terms hereof for work accomplished prior to the receipt
of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for
work terminated under this Agreement.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
and the terminated party to fulfill contractual obligations. Termination shall not relieve the
terminated party of any obligations or liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory or which is not performed in compliance with the terms of this Agreement.
It is agreed and understood by Consultant that City may terminate this Agreement for
cause, upon ten (10) days' written notice to the other party.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the art provides the other art with written notice of such default and the other fails to
party party
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to
the actual costs incurred by Consultant in performing the work to the date of default. The cost of
the work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the time of
default. Neither party shall be entitled to any lost or anticipated profits for work terminated for
default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating party and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which it deems
unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its services required by this Agreement.
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(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of City.
12.01 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.01 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements.
City shall have the responsibility of providing Consultant with such documentation and
information as is reasonably required to enable Consultant to provide the services called for.
City shall require its employees and any third parties who are otherwise assisting, advising or
representing City to cooperate on a timely basis with Consultant in the provision of its services.
Consultant may rely upon written information provided by City and its employees and agents as
accurate and complete. Consultant may rely upon any written directives provided by City or its
designated representative concerning provision of services as accurate and complete.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. Consultant agrees, within ten (10)
days of the effective date of this Agreement, to provide City with a comprehensive and detailed
information request list, if any.
14.01 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each parry agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
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thereof other than for the performance of this Agreement, provided that no claim may.be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that City is subject to the Texas Public Information
Act and its duties run in accordance therewith.
15.01 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work not in compliance
with this representation.
16.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of City or of this
Agreement, then and in that event City shall give written notification to Consultant; thereafter,
(a) Consultant shall either promptly re-perform such services to City's satisfaction at no
additional charge, or (b) if such deficient services cannot be cured within the cure period set
forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence,willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act or omission relating to
the services provided under this Agreement (including the negligence of Consultant), whether a
claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive,
special or similar damages relating to or arising from the services, or (b) in any event, in the
aggregate, for any amount in excess of the total professional fees paid by City to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
17.01 INDEMNIFICATION
Consultant and City (to the extent allowable by law to City) each agree to indemnify,
defend and hold harmless the other from and against amounts payable under any judgment,
verdict, court order or settlement for death or bodily injury or the damage to or loss or
destruction of any real or tangible property to the extent arising out of the party's negligence in
the performance of this Agreement.
18.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of.this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval,which approval shall not be unreasonably withheld.
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19.01 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf, or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements set forth at:
http://www.roundrocktexas. og v/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
21.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to
comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to City at the expiration of the term of this Agreement.
22.01 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product,materials or equipment that will be recommended or required hereunder.
23.01 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative(s) authorized to act in its behalf
with regard to this Agreement:
Sara L. White
City Clerk
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
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24.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Granicus, Inc.
P.O. Box 49335
San Jose, CA 95161
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
25.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
26.01 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
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on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
27.01 DISPUTE RESOLUTION
City and Consultant hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
28.01 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default
in performance of any obligation hereunder shall constitute an event of default or breach of this
Agreement, only to the extent that such failure to perform, delay or default arises out of causes
beyond control and without the fault or negligence of the party otherwise chargeable with failure,
delay or default; including but not limited to acts of God, acts of public enemy, civil war,
insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
29.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
30.01 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to City and according to generally accepted business
practices.
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31.01 GRATUITIES AND BRIBES
City may, by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
32.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
33.01 GENERAL AND MISCELLANEOUS
Section Numbers: The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver: No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Closed Captioning Services: City and Granicus may agree that closed captioning or
transcription services will be provided by a third party under this Agreement. In such case, City
expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third party.
Multiple Originals: This Agreement may be executed in multiple counterparts, any one
of which shall.be considered an original of this document; and all of which, when taken together,
shall constitute one and the same instrument. City agrees to provide Consultant with one fully
executed original.
Exhibits: This Agreement consists of this primary document as well as the following
exhibits incorporated by reference:
Exhibit"A": Proposal
Exhibit`B": Granicus' Additional Terms and Conditions
Exhibit"C": Support Information
Exhibit"D": Hardware Exhibit
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Exhibit"E": Trademark Information
Exhibit"F": Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, City and Consultant have executed this Agreement on the
dates indicated.
CITY OF ROUND ROCK,TEXAS
By: /"' 11H, /
Printed Name:
Title:
Date Signed: �.
For City,Attest:
By: gy'"a—,
Sara L. White, City Clerk
For City, roved as toFor
By:
Stephan Sheets, City Attorney
GRANICUS,INC.
By:
Printed Name �<crd Qc
Title: C Z'o
Date Signed: J. 27
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EXHIBIT A
PROPOSAL
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continuing our rewarding, long-term relationship with you.
/ On the following few pages, you will find a breakdown of the needs that we have uncovered, our
proposed solution, some of our key differentiators, detailed pricing, and a checklist that outlines our
next steps.
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Primary Business Issue
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During our conversations and assessment of Round Rock's primary business challenges, we discovered
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the following issues:
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� | * Continue taking on a leadership role in open and accessible government through technology.
' * Address manual process and make government more responsive and efficient.
* High costs associated with paper-based manual approval routing processes.
Current Situation
° A typical process for an agenda Submittal might start with the Department 4 Legal 4 Finance
City Clerk-> Legal.The legal team writes up the resolutions and ordinances at this point of
time for the agenda submittal.
° All items are due on Wednesday;week before Council meeting on Thursday of following week.
^ Agenda items are assembled on Thursday and discussed in a staff meeting on Friday.
* Packet briefing happens on Tuesday(2 days before council meeting)for the council,
Key Cho||emQeo
^ High costs due to high paper consumption and staff time as documents are walked manually
from between staff members.
° All tasks are performed manually by the City Secretary's Office for assembling agenda packets.
Documents are scanned into PDFx.
° Duplicate tasks as agendas are posted in multiple locations through City's website.
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Problems associated with staff members missing deadlines for agenda item submissions.
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' We have discussed some specific ways to address the challenges the City of Round Rock is facing. In
working closely, below is a list of solution elements to specifically address the challenges described
above. .
Ideal Solution Components
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• A solution that will produce an agenda similar to Round Rock's current agenda format,
eliminate duplicate tasks and make the process electronic
Ability to produce an agenda packet in tiff format for archival purposes in city library.
_ Ability to pull agenda items and postpone to future meetings. j
• Ability to send a word document of the ordinances to Municode. I
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I • Provide complete history tracking for all legislation/actions taken by the City. r
• Follow city file naming conventions: Type — Year — Month — Meeting Date — Agenda Item
Number.
• Ability to manage boards and commissions through the system. i
• Ability for City Council and Executive staff to view agenda packet information on iPads.
• Stream video content over mobile devices such as iPhones, iPads and Androids.
Impact of Success
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Some potential ways for City of Round Rock to measure and determine success with proposed
Granicus solutions would be,
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• Staff time saved to secure agenda submittal approvals and assemble agendas for City Council I
meetings. .
• Cost savings from reduced paper consumption for public meetings.
• Increased transparency and improved service provided to citizens of Round Rock.
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Plan
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We will be developing a plan for going live with the new solution over the next few weeks once the t.
funding source for this project has been identified.
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Also, below you will find a detailed proposal for the solution that the City of Round Rock has chosen.
The proposal and pricing includes all training, software, hardware, 24/7/365 support, professional
services, installation and implementation.
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Our next steps are to present the proposal to the City Manager's office and finalize go live dates for the i
City. I look forward to working with you over the next few weeks to start work on the Agenda
Management project.
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Over 900 jurisdictions have selected Granicus as a partner to help them build trust with citizens, reduce
staff time spent on processing meetings, and engage citizens in productive new ways. We hope that
you have found tremendous value in being a part of the Granicus client family.
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Most Sincerely,
Ram Annasami
Account Manager
Granicus, Inc.
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Contract Executed TBD TBD
Project Kick Off Call TBD TBD
Software Installed and Configured TBD TBD
Solution Deployment Validated TBD TBD
Training Completed TBD TBD
Internal Go-Live TBD TBD
System Accepted TBD TBD
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EXHIBIT B
GRANICUS' ADDITIONAL TERMS AND CONDITIONS
Granicus desires to provide and Client desires to (i)purchase the Granicus Solution, and continue
with Client's current solution as set forth in the Proposal, which is attached as Exhibit B and incorporated
herein by reference, (ii) use the Granicus Software subject to the terms and conditions set forth in the
Agreement and exhibits, and (iii) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit B.
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 the Agreement and
exhibits, Granicus will provide Client with the Granicus Software and Managed Services that comprise
the Granicus Solution as outlined in Exhibit B. "Managed Services" shall mean the services provided by
Granicus to Client as detailed in Exhibit B. "Managed Services Fee" shall mean the monthly cost of the
Managed Services, as detailed in Exhibit B.
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 Solution Description 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 the Agreement and exhibits, Client may use the Granicus
Software to perform its own work and work of its customers/constituents. Cancellation of the Client's
Managed Services will also result in the immediate termination of the Client's Software license as
described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this exhibit,
Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in
accordance with its applicable written specifications for as long as the Client pays for and receives
Managed Services. Client's sole and exclusive remedy 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
Page 2
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 costs as outlined in Exhibit A and Exhibit B, as delineated in the
Agreement.
3.2 Monthly billing for Managed Services shall begin forty-five (45) days after the receipt of
a fully executed Agreement or the receipt of a purchase order for the up-front costs, whichever occurs
first,as agreed upon in Exhibit A and Exhibit B.
3.3 Client agrees to pay all invoices from Granicus in accordance with the Texas Prompt
Payment Act delineated in the Agreement. Granicus shall send all invoices to:
Name: Sara White
Title: City Clerk
Address: 221 East Main Street,Round Rock, TX 78664
3.4 Only upon renewal date of the Agreement, Granicus may include (in which case, Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of Labor
and Statistics website http://www.bls.gov/CPU) or three percent (3%) per year on Client's Managed
Services Fee,whichever is larger.
3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled
trainings is 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
percent (100%) of the purchased training costs and all actual 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 percent
(50%) 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.
3.6 Additions. Granicus, at its sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or improve
user satisfaction. During the initial term of the Agreement,the Client understands that the use of these
additional products is included in the originally agreed-upon monthly Managed Services Fee.
At contract renewal, the Client acknowledges that this added functionality may have additional
monthly managed service charges associated with it and that monthly managed services rates on renewals
may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility over the
Page 3
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 the 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
knowingly promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory,
libelous, threatening, indecent, vulgar, or otherwise objectionable content 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 F.
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 to the Client pursuant
to Section 2 hereof. Upon any termination of the Agreement, each Party's right to use the other Party's
Trademarks pursuant to this Section 5 terminates.
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 the Agreement, provided that any promotional materials containing the
other party's Trademarks shall be subject to the prior written approval of such other party,which approval
shall not be unreasonably withheld.
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, non-infringement of third
party rights, 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 amounts paid by client
under the Agreement regardless of the form of the claim (including without limitation, any contract,
product liability, or tort claim(including negligence,statutory or otherwise).
Page 4
7. CONFIDENTIAL INFORMATION&OWNERSHIP.
7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to the Agreement 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 the
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), disclosed from time to time by the disclosing party to the receiving party,
directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
electronically, or by inspection); provided, however, that Confidential Information shall not include the
Content that is to be published on the website(s) of Client.
7.2 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 the Agreement, any Confidential Information.
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.
7.3 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) notify the disclosing party in
writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its
commercially 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 initial term and renewal terms of the Agreement shall be as delineated in the
Agreement that this exhibit supplements.
8.2 Rights Upon Termination. Upon any expiration or termination of the Agreement, under
the terms thereof, and unless otherwise expressly provided in an exhibit to the 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 has the right to keep any purchased hardware, provided that Client
removes and/or uninstalls any Granicus Software on such hardware. However, if Client has
received hardware as part of a Granicus Open Platform Suite solution ("Open Platform
Hardware"), Client understands that upon termination of the Agreement, Client shall immediately
return the Open Platform Hardware to Granicus. The Open Platform Hardware must be returned
within fifteen (15) days of termination, and must be in substantially the same condition as when
Page 5
originally shipped, subject only to normal wear and tear; and
(c) 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.
8.3 Obligations Upon Termination. Upon any termination of the 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, 6.1, 6.2, 7, 8.3, and 10 of this exhibit, and
applicable provisions of the other exhibits intended to survive, if any, shall survive termination of the
Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content, 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 the Agreement.
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 cease
providing the applicable services or require that Client cease use of and destroy the Granicus Software. In
that event, and provided that Client returns or destroys(and certify to such destruction of)all copies of the
Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees
paid by Client under the current Agreement.
10. MISCELLANEOUS.
10.1 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by the Agreement.
10.2 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.
Page 6
EXHIBIT C
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 P.O.Box 49335, San Jose, California, 95161.
(b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 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 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of
a technical support emergency, the support staff may be reached at (415) 655-2414, twenty-four
(24)hours a day,seven(7) days a week.
(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 supportna,pranicus.com.
2. Reco Wiized Client Representatives. Granicus strives to provide unparalleled support to its
Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus
Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy
services shall participate in and complete the training program that is suited for the Granicus Solution.
Once a Client Representative completes the training, that Representative will be recognized in Granicus'
internal system as qualified to receive support and ongoing education services. All Client Representatives
are eligible to receive technical support services,regardless of participation in the training program.
3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account
manager or technical support engineer will respond directly to the Client via phone or e-mail with(a) an
assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve
the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus
receives the Client's call or e-mail notifying Granicus of an issue or the documented time that Granicus
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.
4. 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 two (2) 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.
5. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and
Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW").
Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the
specific project that shall define in detail the Services to be performed. Each such SOW signed by both
Page 7
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal
including all costs pertaining to furnishing the Client with the enhancements/modifications.
5.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a"time-
and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancement/modification to Client, Client will provide Granicus with written notice of its
acceptance or rejection of the enhancement/modification, based on the acceptance criteria set
forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. 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.
Page 8
EXHIBIT D
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client as an attachment to the
Service 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 Service
Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this
exhibit have the meanings given in the Service 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 the Hardware. 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 (15) 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
(via written or verbal acknowledgment) to the request made by the Client within twenty-four (24)
hours. If confirmed by Granicus that Hardware requires replacement, Granicus will deliver replacement
hardware directly to the Client after such confirmation via overnight shipping. The Hardware and
software will be configured to the original specs of the client. 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. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION 7 BELOW, GRANICUS DISCLAIMS ANY AND ALL EXPRESS,
IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST
INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO
MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS.
6. 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.
Page 9
7. Managed Hardware. In the event of malfunction for Managed Hardware provided by Granicus,
Granicus Hardware that is maintained as part of a managed Open Platform service will be repaired or
replaced as part of the managed services as long as Client is current with Client's monthly subscription
payment. The key features of the Managed Hardware are as follows:
• Robust support for hardware, O/S, and applications
• 7x24x365 phone, chat and email support from certified experts
• In the event of Hardware failure, Granicus will deliver overnight replacement hardware directly
to the Client.
Escalation management. 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 Managed 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 be guaranteed.
8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus
will provide to Client any warranty provided by the manufacturer with respect to the Hardware. 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 as long as such Hardware is then
under the manufacturer's warranty.
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 whatsoever in the event Client uses non-approved hardware.
10. Client Changes to Managed Hardware Prohibited. In the event changes are made by Client to
the managed hardware without the approval of Granicus, Granicus may charge Client a one-time fee of
two hundred fifty ($250.00) dollars to restore the system back to standard settings. Such changes may
include, but are not limited to: operating system level changes;third party software installations; changes
to Granicus software, and/or configurations; and/or changes to third party system and/or network
monitoring tools.
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EXHIBIT E
TRADEMARK INFORMATION
Granicus Registered Trademarks
granicus,
Granicus logo as a mark
Granicus®
MediaVault®
Mobile Encoder
Outcast Encoder
StreamReplicator
Granicus Trademark Names TM
Integrated Public Record m
Intelligent Routing'`'
LinkedMinutesTh'
LiveManager""
MediaCenter"�
MediaManager'�'
MeetingMember"
MeetingServer�[
Simulcast Encoder''
VoteCast7
VoteCastTh Classic
VoteCast`� Touch
Client Trademarks
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EXHIBIT F
TERNIINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service 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:
0 Option 1: Video/Audio files made available through optional media: data CD, external
hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be
included providing clip information, and/or legislative content.
• Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content using the Granicus
Application Programming Interface. This option shall be provided free of charge.
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.
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.. I
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
1of1.
Complete Nos.1-4 and 6 if there are interested parties: OFFICE USE ONLY
Complete Nos.1,,2.3,5-,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
Of business. 2016-113712
Granicus,Inc.
Denver,,-CO:United States Date Filed:
2 Name`of,governniental entity or state agency that is:a party to the contract for which the form is 09/19/2016
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract:.
Agenda Management System 2016
Agenda Management System 2016-Granicus
4 Nature of interest
Name of'lnterested Parry " City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested;Party.
�
6 AFFIDAVIT I swear,or affirm,-under penalty of perjury,that the above disclosure is true and correct.
KATAIAH B.WILLIAMS
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID#20084033583
MY COMMISSION EXPIRES NOVEMBER 07,2016
gnature of auth rized:agent of contracting business entity
AFFIX NOTARY STAMP!SEAL ABOVE
Sworn to and subscribed before me,by the said C..iG O r IkC IQr� -fieit R�ie.r,this the day of
20 t� to certify which,witness my hand and seal of office.
L.S td
Signature of officer,administering oath Printed name of officer.administering oath. Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0;277
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-113712
Granicus, Inc.
Denver, CO United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/19/2016
being filed.
City of Round Rock Date Acknowledged:
09/23/2016
3 Provide the identification number used'by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Agenda Management System 2016
Agenda Management System 2016-Granicus
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277