HomeMy WebLinkAboutOrdinance 5556 ORDINANCE NO. 5556
AN ORDINANCE WAIVING THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND APPROVING A CONTRACT WITH
GRANICUS, INC. IN THE TOTAL AMOUNT OF $32,325.00 FOR FULLY
INTEGRATED WEB STREAMING AND PAPERLESS AGENDA ROUTING
SERVICES
WHEREAS, the City has used Granicus, Inc. services related to online video streaming
and internet publication of meeting agendas and supporting documents; and
WHEREAS, the City requires an integrated solution with existing services to provide for
paperless agenda routing and review; and
WHEREAS, Granicus, Inc. is the only solution which provides the degree of integration
required by the City of Fayetteville, as well as being the only provider capable of upgrading its
own pre-existing services; and
WHEREAS, integrated services including paperless agenda routing will create much
greater workflow efficiency and ease of access to agenda items by the public;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines
that an exceptional situation exists in which competitive bidding is deemed not feasible or
practical and therefore waives the requirements of formal competitive bidding and approves a
contract with Granicus, Inc. in the total amount of$32,325.00 to provide for fully integrated web
streaming and paperless agenda routing services. Aj111111fr1 f
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PASSED and APPROVED this 18th day of December, 2012. ' • G1 v �� 5��
APPROVED: ATTEST:
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By: 0/17rr
LD jr, Mayor SONDRA E. SMITH, City Clerk/Treasurer
City of Fayetteville Staff Review Form
/ City Council Agenda Items
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Contracts, Leases or Agreements
1
e 12/18/2012
City Council Meeting Date
Agenda Items Only
Fritz Gisler Media Services Communications
Submitted By Division Department
Action Required:
Approval of Upgrade and Service Agreement with Granicus, Inc. before 12/31/2012, to take advantage of significant
cost savings promotion by Granicus, Inc. and approval of an ordinance waiving the bid requirement. This program is
budgeted for 2013, and no money will be spent until after 1/1/13. Signature of the agreement before 12/31/12 will
secure $4,800.00 in savings in 2013. Granicus, Inc. is the only source to upgrade their own services.
$ 32,325.00 $ 32,325.00 Legislative ManagementlAgenda Routing
Cost of this request Category/Project Budget Program Category/Project Name
4470.9470.5315.00 $
Account Number Funds Used to Date Program/Project Category Name
13010.00 $ 32,325.00 Sales Tax Capital Improvements
Project Number Remaining Balance Fund Name
Budgeted Item Budget Adjustment Attached
Previous Ordinance or Resolution#
ep m ctor Ll Date
/ Original Contract Date:
t/�/"Or/1—Original Contract Number:
Keyy p Date
`fa-al Ck 10-nI2�
Finance and Internal Services Director Date Received in City
Clerk's Office r
Chief of Sta Dale ENTEAEO
Received in
/ Mayor's Office a 16
r 1d 11/! 2
Mayor Date
Comments:
Revised January 15,2009
•
aye eve e THE CITY OF FAYETTEVILLE,ARKANSAS
DEPARTMENT CORRESPONDENCE
ARKANSAS
CITY COUNCIL AGENDA MEMO
To: The Fayetteville City Council
Thru: Mayor Lioneld Jordan
Don Marr, Chief of Staff
From: Fritz Gisler, Division Manager
Date: December 11, 2012
Subject: Approval of 2013 Legislative Management Project to secure cost savings
PROPOSAL:
The City currently employs a paper-based legislative management system whereby agenda items are developed,
documented, managed and routed for approvals. The proposed system will replace the paper-based system by
establishing an electronic, digital method to create, route, compile and archive all documents associated with
agenda creation. It will also create an electronic 'portal' by which the staff, elected officials, and the public can
access legislative and agenda items, and all their supporting documentation, without using staff time. Approval
routing becomes automatic, without the need for staff involvement. Agenda creation, publication and
distribution also becomes automatic. The system will integrate with open-government systems already in place
to provide more immediate and relevant access to meeting records, minutes, and video, and provides upgrades
to allow the use of mobile devices for agenda management, agenda distribution and playback of video and audio
recordings.
In late 2011 we began the process of researching software systems that would allow the City Administration
and City Clerk's Office to move the City Council meeting agenda management process from a paper-based
process to a fully electronic,paper-less one. We identified many advantages to implementing a paper-less
meeting agenda management system:
1. Cost savings due to reduction in use of paper,printing and supplies.
2. Labor savings associated with the elimination of managing paper-based agenda management, the
manual routing process, and reduction of FOIA requests and the staff time necessary to respond.
3. More streamlined approval and routing process.
4. More consistent information presentation through the use of pre-configured item-type templates.
5. Greater accessibility to agenda items for staff during the approval process.
6. Greater accessibility to agenda and legislative items to staff and the public after meetings have been
conducted.
7. Agenda items no longer being"lost" in the approval process.
8. Greater flexibility in the approval process.
9. More control available to users such as the City Clerk and Chief of Staff.
10. Ability to distribute and delegate some legislative management processes to individual departments
and/or divisions.
THE CITY OF FAYETTEVILLE,ARKANSAS
11. More flexibility to include various types of supporting documents.
12. Greater accessibility to greater types of supporting documents.
13. Tighter integration of the various types of legislative items with meeting information and supporting
information.
14. Enterprise-wide applicability and usability for every meeting body associated with the City
Administration and City Council.
15. Providing information to the staff and public that allows a significant leap forward in support of the
Administration's open government and information access initiatives.
The next step of the process was to identify specific functionality that was required to be available in a
legislative management solution. We identified several:
1. Ability to eliminate the use of paper forms and documents in the creation of agenda items.
2. Automate the agenda item routing process.
3. Security functionality to prevent misuse of system.
4. Strong archiving and recordkeeping functions.
5. Tight integration with video services.
6. Integration with meeting minutes creation.
7. Cross-platform capability.
8. Enterprise-wide application so all meeting bodies can use it.
9. Searchable data and items.
10. Public portal to allow public access to legislative items, ability to research, key-word searching, and
video access.
11. Integration with the City's current Electronic Document Management system.
12. Integration with the City's current video-on-demand systems.
13. User-friendly interfaces for staff, legislators and public.
As we were investigating possible service providers, we identified several key characteristics we required of
any provider that might be considered:
1. Extensive experience in providing service to government clients.
2. Demonstrated ability to provide customer service in a timely, effective manner.
3. Cost-conscious.
4. Demonstrated experience in providing both legislative management services and video integration
services.
5. Stable and dynamic, with demonstrated growth and innovation.
In our investigation we found only one company that could provide the level of service desired by the City
Administration. There were several companies that provided services at differing levels, but none that could
alone provide all the services desired. We looked at several companies, including:
Granicus, Inc.
NovuSystems
Swagit
(Swagit and NovusSystems work together to provide agenda and video service)
Agenda Quick
We immediately eliminated companies that did not offer integration with video streaming and indexing
services. We also had a conversation with the City's Director of Information Systems regarding further
development of the City's EDMS to provide the desired functionality. It was determined that it would most
THE CITY OF FAYETTEVILLE,ARKANSAS
likely be cost-prohibitive to acquire the appropriate licensing, and provide internal staff for development and
support.
We attended focused, on-line demonstrations provided by Granicus and NovuSystems. Both companies
offered well-developed agenda management systems and both provided integration with video services. We
studied the implementation of AgendaQuick on client sites, as well as its presentation on its Web site.
Only one of these companies, Granicus, meets all the criteria described above. The others offer various
levels of functionality, integration or service. We would like to point out specifically that Granicus is the only
company that offers both agenda management and video integration from one source company; and it is the
only one that is truly enterprise-wide in its capabilities.
It should be noted that the City has a long-standing relationship with Granicus, Inc., and has not had any
complaints or issues with the services provided thus far.
We confidently recommend Granicus, Inc. to be the service provider for the City of Fayetteville's legislative
management, meeting video delivery, agenda management, agenda integration and public information systems.
RECOMMENDATION:
The City Administration recommends the approval of a resolution entering a new agreement with Granicus, Inc.
for legislative and agenda management service and upgrades to the video archiving and streaming services, in
addition to the current services it provides the City; and approval of an ordinance waiving the bid requirement
for this expenditure.
The City has a current and on-going relationship with Granicus, Inc. since 2007. Granicus, Inc. is the only
available provider to upgrade their own services. We therefore request an ordinance waiving the bid
requirements for this project.
The reason for approving this agreement in December 2012 is that Granicus, Inc. is offering to reduce the
ongoing service fees for the first year of operation by$4,800.00 if the agreement is signed before December 31,
2012. No money will be spent until 2013. All budgeted expenditures have been approved in the 2013 budget.
BUDGETIMPACT:
Funds are available in the Legislative Management/Agenda Routing (#13010) project. Ongoing service fees are
budgeted in the 2013 Operations Budget.
ORDINANCE NO.
AN ORDINANCE WAIVING THE REQUIREMENTS OF FORMAL
COMPETITIVE BIDDING AND APPROVING A CONTRACT WITH
GRANICUS, INC. IN THE TOTAL AMOUNT OF $32,325.00 FOR FULLY
INTEGRATED WEB STREAMING AND PAPERLESS AGENDA ROUTING
SERVICES
WHEREAS, the City has used Granicus, Inc. services related to online video streaming
and internet publication of meeting agendas and supporting documents; and
WHEREAS, the City requires an integrated solution with existing services to provide for
paperless agenda routing and review; and
WHEREAS, Granicus, Inc. is the only solution which provides the degree of integration
required by the City of Fayetteville, as well as being the only provider capable of upgrading its
own pre-existing services; and
WHEREAS, integrated services including paperless agenda routing will create much
greater workflow efficiency and ease of access to agenda items by the public;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FAYETTEVILLE,ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines
that an exceptional situation exists in which competitive bidding is deemed not feasible or
practical and therefore waives the requirements of formal competitive bidding and approves a
contract with Granicus, Inc. in the total amount of$32,325.00 to provide for fully integrated web
streaming and paperless agenda routing services.
PASSED and APPROVED this 18`h day of December, 2012.
APPROVED: ATTEST:
By: By:
LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of December 4, 2012 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and the City of Fayetteville(the"Client").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) continue with Client's existing solution as described in the Current
Solution document, which is attached as Exhibit B, and incorporated herein by reference, (iii) use
the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv)
contract with Granicus to administer the Granicus Solution through the Managed Services set forth
in Exhibits A and 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 this Agreement,
Granicus will provide Client with the Granicus Software and Managed Services that comprise the
Granicus Solution as outlined in Exhibits A and B. "Managed Services" shall mean the services
provided by Granicus to Client as detailed in Exhibits A and B. "Managed Services Fee" shall
mean the monthly cost of the Managed Services, as detailed in Exhibits A and 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 this Agreement, 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
Agreement, 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
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Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof,except as expressly outlined in the Proposal.
3. PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibits A and B.
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.
3.3 Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all
invoices to:
Name:
Title:
Address:
3.4 Upon renewal of this 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 ) or three (3) percent a year on Client's
Managed Services Fee,whichever is larger.
3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
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
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improve user satisfaction. During the initial period of this Agreement,the customer understands
that the use of these additional products is included in the originally agreed upon monthly managed
services fees.
At contract renewal, the customer 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 determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
(but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-mail/spam; (iii)is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information,or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit E.
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 this 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 this 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,
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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 this agreement regardless of the form of
the claim (including without limitation, any contract, product liability, or tort claim (including
negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION &OWNERSHIP.
7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this 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 this Agreement, and all business, technical and other information (including without
limitation, all product, services, financial, marketing, engineering, research and development
information, product specifications, technical data, data sheets, software, inventions, processes,
training manuals, know-how and any other information or material), 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 this 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 term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen (18) months after the date hereof. This Agreement shall
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automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software,terminates and Granicus has no further obligation to provide any services;
(b) Client 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 this Agreement, Client shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform
Hardware must be returned within fifteen (15) days of termination, and must be in
substantially the same condition as when 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 this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement,
and applicable provisions of the Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format;and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
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
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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 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of Arkansas shall govern the validity,
construction,and performance of this Agreement,without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force Ma]eure. 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.
10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client 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.
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