18-0306_GRANICUS, INC_E9_Agenda ReportTO:
FROM:
City of San Juan Capistrano
Agenda Report
Honorable Mayor and Members of the City Council
~njamin Siegel, City Manager
SUBMITTED BY: Maria Morris, City Clerk V'f\W"
DATE: March 6, 2018
3/6/2018
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SUBJECT: Extension of Service Agreement for Webcasting Media Solution
and Monthly Managed Services (Granicus, Inc.)
RECOMMENDATION:
Approve and authorize the City Manager to execute an extension to the Service
Agreement with Granicus, Inc., extending the term to March 6, 2019, for monthly
managed webcasting media solution services.
DISCUSSION/ANALYSIS:
The City currently has an agreement with Granicus, Inc., for the monthly management
of webcasting of public meetings. Granicus provides webcasting of upcoming agendas,
live internet broadcasting of public meetings and hosts the storage of archived videos,
agendas and minutes of all City Council, Commissions, Committees and Board
meetings. Granicus has agreed to extend the term of the agreement to March 6, 2019,
at the same service level and price for monthly managed services.
It is estimated that a competitive Request for Proposal (RFP) for webcasting and
agenda management will be issued in Fall 2018, with a recommendation to the
City Council for a new service agreement tentatively scheduled for November 2018.
FISCAL IMPACT:
Funding for the monthly management webcasting solution is included in the adopted
Fiscal Year 2017-18 budget, and will be presented to the City Council for approval in the
proposed FY 2018-19 budget. The annual budget amount for Fiscal Year 2017-18 is
$18,080.00, and is sufficient to cover the proposed contract extension.
City Council Agenda Report
March 6, 2018
Page 2 of 2
ENVIRONMENTAL IMPACT:
Not applicable .
PRIOR CITY COUNCIL REVIEW:
• On December 6, 2011, the City Council approved a Services Agreement with
Granicus, Inc. for the purchase of webcasting media solution, monthly
management services, video equipment, and installation of equipment.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS :
This item does not go through the Commission/Committee review process .
NOTIFICATION:
Granicus, Inc.
ATTACHMENT(S):
Attachment 1 -
Attachment 2 -
Attachment 3 -
Attachment 4 -
Attachment 5 -
Proposed Extension to Agreement with Granicus, Inc.
Third Amendment with Granicus, Inc.
Second Amendment with Granicus, Inc.
First Amendment to Services Agreement with Granicus, Inc.
Services Agreement with Granicus, Inc.
G G"RAN ICUS
Procurement Vehicle: Direct
In Support of: San Juan Capistrano, CA
Granicus Contact:
Name: Gerard Clarke
Phone:
Quote Number: Q-21186
Quote Prepared On: 2/16/2018
Quote Valid Through: 3/7/2018
Payment Terms: Net 30 Email: gerard.clarke@granicus.com
The Agreement shall commence on the subscription start date and will continue for three subscription terms .
Year One Subscription Dates: 12/7/2017-3/6/2019
Product Name Product Description Invoice Quantity Prorated
Schedule Total
Government Government Transparency are the live Annual 1 Each $8,693.75
Transparency in-meeting functions. Streaming of an
Suite event, pushing of documents, indexing
of event, creation of minutes.
Open Platform Open Platform is access to Annual 1 Each $8,664.33
Suite MediaManager, upload of archives,
ability to post agendas/documents, and
index of archives. These are able to
be published and accessible through a
searchable viewpage.
Government The managed equipment solution offers Annual 1 Each $4,413.75
Transparency an encoding appliance that is fully
Managed managed and maintained by Granicus.
Services
Hardware (GT)
TOTAL $21,771.83
FUTURE YEAR PRICING
Product Name 03/07/19 to 03/08/20 03/07/20 to 03/06/21
Govern ment Transparency Suite $ 7,441 .8E $7,962.78
Open Platform Suite $ 7,416.67 $7,935.83
Government Transparency Managed Services $3,778.1 $4,042.64
Hardware (GT)
TOTAL: $ 18,636.6~ $19,941.25
TERMSAND CONDITIONS . .
• Payment terms: net 30
Annual
Total
$6,955.00
$6,931.46
$3,531.00
$17,417.46
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the
subscription.
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is
the responsibility of San Juan Capistrano, CA to provide applicable exemption certificate(s).
• If submitting a Purchase Order instead of signing the quote, please include the following language: All pricing, terms
and conditions of quote Q-21186 are incorporated into this Purchase Order by reference.
Q-21186 : 2/16/2018
Page 1 of 2
ATTACHMENT 1
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G GRAN ICUS
San Juan Capistrano, CA
Signature: Name :
Name: Phone :
T itle : Email:
Date : Address :
Page 2 of 2
Procurement Vehicle : Direct
In Support of: San Juan Capistrano, CA
Billing Information
Q-21186 : 2/16/2018
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Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus Products and
Services ("Customer") and GovDelivery, LLC, a Minnesota Limited Liability Company d/b/a Granicus ("Granicus").
Customer and Granicus may each be referred to herein as "Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Customer accepts this Agreement. In the event there is a conflict
between this Agreement and any other contract Customer has for the Granicus Products and Services ("Contract"), the
terms of the Contract shall prevail. Due to the rapidly changing nature of digital communications, this Agreement may
be updated from time to time at Granicus' sole discretion. Notification to Customer will be via email or posting to the
Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning
specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or
Exhibit under this Agreement, further specified in Section 7.1.
"Exhibit" means any exhibit referenced herein and attached hereto.
"Extension Term" any term that increases the length of the Initial Term of this Agreement.
"Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order, SOW
or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order
Term.
"Granicus Products and Services" means the products and services made available to Customer pursuant to this
Agreement, which may include Granicus products, services, application software accessible for use by Customer on a
subscription basis ("SaaS"), Granicus professional services, content from any professional services or other required
equipment components ("Required Hardware"), as specified in each Order, SOW or Exhibit.
"Initial Term" shall have the meaning specified in the Order, SOW or Exhibit between Granicus and Customer for the
first duration of performance that Customer has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Customer
agrees to purchase specific Granicus Products and Services.
"Order Term" shall mean the then-current duration of performance identified on each Order, SOW or Exhibit, for
which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed by both
Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order,
SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated
with the implementations of the Granicus Products and Services, as specified in each Order, SOW or Exhibit placed
hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus
Products and Services as specified in each Order, SOW or Exhibit placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related
to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally include an
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itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and
Services . Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly-issued
purchase order by Customer accompanies the Order, SOW or Exhibit, then the Order, SOW or Exhibit need not
be executed by the Parties. Each Order, SOW or Exhibit dated on or after the Effective Date shall be governed
by this Agreement regardless of any pre-printed legal terms on each Order, SOW or Exhibit, and by this
reference is incorporated herein.
2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid
during the Order Term . Granicus may update its Support obligations under this Agreement, so long as the
functionality purchased by Customer is not materially diminished.
2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of
any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms of this
Agreement and set forth in one or more Order, SOW or Exhibit may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or other signed
writing setting forth all of the terms and conditions for such use. The applicable fees for additional
municipalities, school districts or governmental agencies will be provided by Granicus to Customer and the
applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1 . Granicus Products and Services. The Granicus Products and Services are purchased by Customer as
subscriptions during an Order Term specified in each Order, SOW or Exhibit. Additional Granicus Products and
Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each
Order Term, and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive,
non -transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order,
SOW or Exhibit (collectively the "Permitted Use"). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in
the applicable Order, SOW or Exhibit.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer
sources (interactions with end users and opt-in contact lists). Customer cannot upload purchased
contact information into Granicus Products and Services without Granicus' written permission and
professional services support for list cleansing.
3.2.2. Content. Customer can only use Granicus Products and Services to share content that is created by and
owned by Customer and/or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription . Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer, can be removed or limited by Granicus.
3.2.3 . Granicus Communications Suite Subscriber Information
3.2.3.1. Data Provided by Customer. Data provided by Customer and contact information gathered
through Customer's own web properties or activities will remain the property of Customer
("Direct Subscriber"), including any and all personally identifiable information (PI I). Granicus
will not release the data without the express written permission of Customer, unless required
bylaw.
3 .2.3.2 . Data Obtained through the Granicus Advanced Network
3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Di rect
Subscribers recommendations to subscriber to other Granicus customer's digital
communication (the "Advanced Network"). When a Direct Subscriber signs up through one of
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the recommendations of the Advanced Network, that subscriber is a (/Network Subscriber" to
the agency it subscribed to through the Advanced Network.
3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription
with Granicus. Network Subscribers are available for use only while Customer is under an active
subscription with Granicus . Network Subscribers will not transfer to Customer upon
termination of any Granicus Order, SOW or Exhibit. Customer shall not use or transfer any of
the Network Subscribers after termination of its Order, SOW or Exhibit placed under this
Agreement. All information related to Network Subscribers must be destroyed by Customer
within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating.
3.2.3.2.3. Opt-ln. During the last 10 calendar days of Customer's Order Term for the terminating
Order, SOW or Exhibit placed under this Agreement, Customer may send an opt-in email to
Network Subscribers that shall include an explanation of Customer's relationship with Granicus
terminating and that the Network Subscribers may visit Customer's website to subscribe to
further updates from Customer in the future. Any Network Subscriber that does not opt-in will
not be transferred with the subscriber list provided to Customer upon termination.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available
for sale through Customer or any third party unless approved in writing, in advance, by Granicus.
Granicus reserves the right to request the details of any agreement between Customer and a third
party that compensates Customer for the right to have information included in Content distributed or
made available through Granicus Products and Services prior to approving the presence of Advertising
within Granicus Products and Services.
3.3. Restrictions. Customer shall not:
3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this
Agreement or each Order, SOW or Exhibit placed· hereunder;
3.3.2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and
Services;
3.3.3. Use the Granicus Products and Services for any unlawful purposes;
3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations;
3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus
Products and Services, or any portion thereof, for third party use; or
3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended
for resale which uses the Granicus Products and Services in whole or in part.
3.4. Customer Feedback. Customer hereby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty-free
transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services
any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer
relating to the use of the Granicus Products and Services.
3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to
Customer a three (3) year warranty with respect to the Required Hardware. Within the three (3) year warranty
period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to
function properly due to normal wear and tear, defective workmanship, or defective materials. Required
Hardware warranty shall commence on the Effective Date of each applicable Order, SOW or Exhibit.
3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors
reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting
product including all related intellectual property rights . Further, no implied licenses are granted to Customer.
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4. Payment
4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order, SOW or Exhibit.
Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment.
A lapse in the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the
subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in
the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Unless indicated
otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granicus and paid by Customer
as follows:
4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annually at
the beginning of any Extended Term or Order Term, within thirty (30) days of receipt of invoice.
4.1.2. Services. Services supporting Products shall be paid annually commencing upon the completion of the
Product implementation, or the Product being ready for Customer's use. Fees shall be paid by Customer
within thirty (30) days of receipt of invoice.
4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required
Hardware components with the configured Granicus Product and Services.
4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s)
Customer reasonably disputes within thirty (30} days receipt of invoice for said amount(s) at issue. Granicus will
not exercise its rights under 4.1 above if Customer has, in good faith, disputed an invoice and is diligently trying
to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s)
shall be deemed to be Customer's acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Customer at
least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this
Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and
Services fees shall automatically increase from the previous term's fees by seven (7) percent per year.
5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power
to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the
likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products
and Services are provided "AS IS" and as available.
5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE
WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE . GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party
(receiving Party) certain information which may be considered confidential and/or trade secret information
("Confidential Information"). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non-
public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the
time of disclosure; (iii) non-public information of the disclosing Party if it is identified as confidential and/or
proprietary before, during, or promptly after presentation or communication and (iv) any information that
should be reasonably understood to be confidential or proprietary to the receiving Party, given the nature of
the information and the context in which disclosed.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge
through no fault of the receiving Party; (ii) was in the receiving Party's possession before receipt from the
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disclosing Party; (iii) is rightfully receiving by the receiving party from a third party without any duty of
confidentiality; (iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party; (v) is
independently developed by the receiving Party without use or reference to the disclosing Party's Confidential
Information; or (vi) is disclosed with the prior written approval of the disclosing Party.
Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal
process, only to the extent required by such order or process and, if allowed by law, only after the recipient has
given the owner written notice of such court order or other legal process promptly and the opportunity for the
owner to seek a protective order or confidential treatment of such Confidential Information.
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send
Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should
Customer provide such notice, Customer must ensure that that Confidential Information or sensitive
information is stored behind a secure interface and that Granicus Products and Services be used only to notify
people of updates to the information that can be accessed after authentication against a secure interface
managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus
on its behalf.
6.4. Return of Confidential Information. Upon request of the disclosing Party, termination, or expiration of this
Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's
Confidential Information and, at the disclosing Party's request, certify the same.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date
of the Order Term of each Order, SOW or Exhibit under this Agreement, unless otherwise terminated as
provided in this Section 7. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and
Services provided under the respective Order, SOW or Exhibit. Customer's right to access or use the Granicus
Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit,
unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written
notice to the other Party at least ninety (90) days prior to the end of the Order Term, the Granicus Products and
Services will automatically renew for an Extension Term equal in duration to the Initial Term, or the then-
current Order Term .
7 .2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in
effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to
govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement is
terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders, SOWs or Exhibits
shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement,
in no event shall Customer be entitled to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written notice if the
other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the
non-breaching Party provides written notice of the breach . A Party may also terminate this Agreement
immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of
bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment
for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct
business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder if any Fees owed under
this Agreement are past due pursuant to Section 4.1.
7 .4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement,
Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or
termination .
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7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this
Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties,
liability, and confidentiality shall survive termination of this Agreement and continue in full force and effect.
8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE
LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN
ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR
OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATIER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS
HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES.
8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES
PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY
PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR
DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN
CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages
and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement
("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties,
and reasonable expenses (collectively, "Losses," and including reasonable attorneys' fees and court costs), to
. the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S.
copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a
Claim, if Granicus determines that an affected Order, SOW or Exhibit is likely, or if the Solution is determined in
a final, non-appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S.
patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace
the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it
non-infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the
affected Solution and refund to You any prepaid fees for the then-remaining or unexpired portion of the
Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify,
defend, or hold Customer harmless from any Claim to the extent it is based upon: (i) a modification to any
Solution by Customer (or by anyone under Customer's direction or control or using logins or passwords
assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or
specifications or in reliance on materials or information provided by Customer; or (iii) Customer's use (or use by
anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any
Granicus Products and Services other than in accordance with this Agreement. This Section 9.1 sets forth
Customer's sole and exclusive remedy, and Granicus' entire liabili~y, for any Claim that the Granicus Products
and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party.
9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against
any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Customer's (or that of anyone
authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus
Products and Services; (b) any Customer content; or (c) Customer's violation of applicable law.
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9.3. Defense . With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking
indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the
indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware
thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such
Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with
counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent.
The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations
upon the indemnified Party without the prior written consent of the indemnified Party.
10. General
10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of
each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,
agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to,
taxes or employee benefits . Each Party will be solely responsible for the payment of all taxes and insurance for
its employees and business operations.
10.2. Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of its
subcontractors to the same extent Granicus would be responsible if committed directly by Granicus.
10.3. Headings. The various section headings of this Agreement are inserted only for convenience of
reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the
Parties.
10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed
by authorized representatives of both Parties. Notwithstanding the foregoing, Granicus retains the right to
revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with
industry practices, legal requirements, and the requirements of any third-party suppliers.
10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law
that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event
that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be
interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the
remaining provisions of this Agreement will continue in full force and effect.
10.6. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its
rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of
the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may
assign this Agreement without the other Party's consent in the event of any successor or assign that has
acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset
purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null
and void.
10.7. No Third-Party Beneficiaries. Subject to Section 10.6, this Agreement is binding upon, and insures solely
to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-
party beneficiaries to this Agreement.
10.8. Notice. Other than routine administrative communications, which may be exchanged by the Parties via
email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to
have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems,
if sent via FedEx, UPS, DHL, or other nationally recognized express carrier; (c) the third business day after
sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email,
with confirmed receipt from the receiving party .
10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by
circumstances beyond the control and without the fault or negligence of the Party failing to perform. Such
9
causes include but are not limited to acts of God, wars, fires, floods, government regulations, shortage or
supplies, acts of terrorism, or strikes.
10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of
the State of Minnesota, without reference to the State's principles of conflicts of law. The parties expressly
consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County, Minnesota.
10.11. Entire Agreement. This Agreement, together with all Orders, SOWs or Exhibits referenced herein, sets
forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and
supersedes any and all prior oral and written understandings, quotations, communications, and agreements.
Granicus and Customer agree that any and all Orders, SOWs or Exhibits are incorporated herein by this
reference. In the event of possible conflict or inconsistency between such documents, the conflict or
inconsistency shall be resolved by giving precedence in the following order : (1) the terms of this Agreement; (2)
Exhibits (excluding orders) hereto; (3) Orders; and (4) all other SOWs or other purchase documents.
10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants
Granicus the right to use Customer's name and logo in customer lists and marketing materials.
10.13. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products
and Services is in violation of any restrictions set forth in this Agreement.
10
THIRD AMENDMENT TO THE GRANICUS SERVICE AGREEMENT BETWEEN
GRANICUS, INC. AND SAN JUAN CAPISTRANO, CA
This Third Amendment to the Granicus, Inc. Service Agreement is dated August 23, 2017 and entered
into by and between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicus"), and
San Juan Capistrano, CA (hereinafter refe!Ted to as "Client"), with reference to the following:
WHEREAS, the Client and Granicus entered into on Agreement dated December 6, 2011, as amended by
that certain First Amendment dated [August 1, 2012] and Second Amendment, dated [June 24, 2016]
(collectively, the "Agreement"); and
WHEREAS, the Client wishes to extend the term of the Agreement;
NOW, THEREFORE, in consideration of the premises, the patiies intend that the Agreement be amended
as follows:
1. Unless extended by the Client or terminated in accordance with the Agreement, the tenn of this
Agreement shall continue in full force and effect until December 6, 2017.
2. Except as amended by this Third Amendment, all other tenns and conditions of the Agreement
shall remain in full force and effect.
3. In the event of any inconsistency between the provisions of this Third Amendment and the
documents comprising the Agreement, the provisions of this Third Amendment shall prevail.
JN WJTNESS WHEREOF, the patiies have caused this Third Amendment to be executed by their duly
authorized representatives,
SAN JUAN CAPISTRANO, CA
Date: 8. '2 S. { 7
16498.00100\30083322.1
ATTACHMENT 2
1
APPROVED AS TO LEGAL FORM :
lG498.00100\30083322.1
2
SECOND AMENDMENT TO TilE GRANlCU~ SERVICii'.S AGREEMTmT BETWEEN
GRANlCUS, INC. AND SAN .JUAN CAPISTRANO, CA
This Second Amendment to the Granicus Services Agreement dated December 6, 201 l (berei11afler
rdcrrecl Lo as "Agroern(;)nt") is made and entered into by and between Granlcui:>, lm:., a California
Corporation (hereinafter refcm:d to as "Granicus"), and Sa:n Juan Capistrano, CA, (hereinafter referred to
as "Client"), witli reference to the following:
WHER I \AS, Granicus provides a full-service solution that includes hardwa1·e, software, automated
indexing capabilities, voting system->, website page design and integration with Cuuncil Agendas, a
meeting minutos modllle, on-site user training and 24/7 techniClll suppott which meet Client needs as well
as the integration St:lrvice~; that are required for timely implwwntution; and
WIIEREAS, Granicus represent~ that it has the qualities, expertise, skills, and abilities to perform such
work; t1LJd
WHEREAS, the Client wishes to extend the term ofthc Agreement bctwer.:n the two pnrties;
NOW, Tl IEREFOR R, in consideration of the premiseo, the parties intend thot the A!l,recment be amended
ns follows:
1. Unless earlier terminated in ucoorctancc wiLl! the Agrcclllellt, or extended by the Client, the f:errn nfthc
Agreement shull continue in l'ull force and efrcct until.l\lnc 6, 2017.
2. Except as amended by this First Amendment, all other terms and c.onditions of the Agreement sllall
remain in Cull force and effect.
3. In the evcnl of any inconsisLt;;ncy beL ween the provisions of tlli~ First Amendment and the !lttachmcnts
hereto, the inconsistency shall be resolved by giving precedence to the. docl!lncnt:s in the following order:
A. P<Wlgraplls set lbrlb in the body of this First Amendment
I3 . .Pnragraphs set forth in lhe body o I Agreement
lN WITNESS WHEI\EOF, Lhe panics have caused this J•'irst Amendment to be cxeculod by their duly
authorized representatives,
SAN JUAN CAl'l?NO, CA . '/ .......... ,
~y: .· :.;.~~,.1~-)_ . . -'"-7-.
/
Dale • ') Gi //
' ·--(:,' .. /' ! f.{; -·
By :. -
Date:
ATTACHMENT 3 1
SECOND AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN
GRANICUS, INC. AND SAN JUAN CAPISTRANO, CA
APPROVED AS TO FORM:
Jeff saritnge'r~y Atony
ATTEST:
2
FIRST AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN
GRANICUS, INC. AND THE CITY OF SAN ,TUAN CAPISTRANO, CA
This First Amendment to the Granicus, Inc. Sc.rvices Agreement dated July l, 2012 (hereinafter referred
to ns "Agreement") is made and entered into by and between Granicus, lnc., a California Corporation
(hereinafter rcfcrmd to as "Granicus"), and the City of San Juan Capistrano, CA (hereinafter referred to as
"Client"), with reference to the following:
WHEREAS, Granicus, a California-based company, provides a full-service solution that includes
hardwar ~, software, automated indexing capabilities, voting systems, website page design and integration
witl1 Council Agendas, a meeting minutes module, on-site user training and 24/7 technical support that
meet Client needs as well as the integration services that are required for timely implementation; and
WHEREAS, Granicus represents that il: has the qualities, expertise, skills, and abilities to perform such
work; and
WHEREAS, in addition to Client's existing Granicus solution, Client wishes to expand their video feed
services as detailed in the Proposal, which is attached as Exhibit A and incorporated herein by reference;
and
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended
as follows :
I . Beginning July l, 2012, Client will move to a flat billing rate as detailed in Exhibit A Client's
Granicus solution sh a ll now include additions to the Agreement as detailed in Exhibit A.
2 . Except: as amended by this First Amendment, n.ll other ter111s and conditions of the Agreement shall
remain in full force and effect.
3. (n the event of any incon sistency between the provisions of this fi'irst Amendment, and the original
Aweement, the inconsistency shall be resolved by giving precedence to the documents in the following
order:
A . Paragraphs set forth in the hody of the First Amendment.
B . P<~ ragra phs set forth in tbe body nf Agreement
GRANICUS, INC,
Dy : ~&' .....-::-
Eel Roshitsh --=::::::::::
President
D 'te•~/!/£4--·~ --·
ATTACHMENT 4 1
APPROVED AS TO FORM:
By~,d ~.Yv~
City A ttorncy
2
EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.)
3
1 :; grantcus.
Current:
BroadcastManager 1 000
One camera displays a wide Image of Council Chambers.
• $7,500 ln1t1alllcense fee (includes equip. &. installation)
• $258 professional services per month (includes two meetings)
Additional meetings are $129 each
$129 monthly equipment license fee
• Includes ·cox Cable integration at BroadcastManager location
Based on an average of 20 council meetings per year and after initial startup liCense fee, the yearly
cost will be:
Professional Services···lO meetings@ 258/month x 12 = 3,096
Equipment Ucense fee-··® 129/month x 12=
Totaliyr. $4,644
New:
The City of San Juan Capistrano who had previously contracted with Granicus for GovTV to provide
video feed services for 24 City Council Meetings per year, has decided to expand the video feed to
include all of their approximately 130 meetings per year. Because of this decision, they have asked
for a flat rate for video feed services for an unlimited number of meetings per year.
Contract Amendment Terms:
BroadcastManager 1 000
Equipment Lease $129/month x 12= s 1,548
Video Feed For($ 536.50/ month x 12) Unlfmited Meetings"' $6 ,450
(New Monthly Charge= $666.50/ month)
Total/ yr. $ 7998
4
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of December .,U_, 2011 (the
"Effective Date"), is entered into between Grnnicus, Inc. ("Grnnicus"), a California Corporation,
and City of san Juan Capistrano, a California Municipal Corporation (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) engage Granicus to integrate its Granicus Software onto the Client
Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this
Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
I. GRAN ICUS SOFTWA RE AND MA NAGE D SE RVICES.
I, I· Sofhvore nnd Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided
by Granicus to Client as detailed in Exhibit A. 10 Managed Services Fee" shall mean the monthly
cost of the Managed Services, as detailed in Exhibit A.
2. GRANT OF LICENSE .
2. I OwnershiP. Grnnicus, and/or its third party supplier, owns tl~c copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a rt:vocable, 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 Grnnicus
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 os described in Section 2.2 hereof.
2.3 Li mi ted Wnrranzy; Excl usive Reme dies . Subject to Sections 6, I 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 Manage d Se rv ices. The exclusive remedies available to Client are
included in the "Support Inform at io n" atta che d hereto as Exhibit B.
2.4 Llmitntio ns. 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 pennitted, and will not
--------Page 1 · --ATTACHMENT 5 1
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 Exhibit A.
3.2 Clients who either enter into a contract agreement with Granicus, or submit a
written purchase order to Granicus, prior to December 31, 20 II are eligible for a one-time
promotion. As part of this promotion, the Client will receive Monthly Managed Services at no cost
to Client until July I, 2012 . Discounted billing for Monthly Managed Services will start after
deployment has been completed. Clients are responsible to pay their Monthly Managed Service
fees in full starting July I, 2012, billing for this period starts on April I 5, 2012. Up-front costs are
not affected by this promotion. Monthly Managed service fees on existing products are not affected
by this promotion. For sales including managed hardware, deployment will not begin unless a
signed contract has been received.
3.3 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to
pay fifty percent (SO%) of the up front costs. The balance of the SO% of the up front costs will be
invoiced by Granicus once the equipment becomes operational. Monthly billing for Managed
Services shall begin on April IS, 2012 pursuant to Section 3.2.
3.4 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. Granic us, Inc. shall send all
invoices to:
Name:
Title:
City of San Juan Capistrano
Attn.: City Clerk
Address: 32400 Paseo Adelanto
San Juan Capistrano, CA 92675
3.5 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 http://www .bls .gov/CPI[) or three (3) percent a year on Client's
Managed Services Fee, whichever is higher.
3.6 Tra ini ng CMcc ll f!ljon Po l ic i e~. Grnnicus' 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 (I 00) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchnsed
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of
· Page 2 2
the scheduled online training, Grnnicus, nt its sole discretion, may invoice the Client for
fifty (SO) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchnsed 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 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 GRANJCUS
4. I Responsibility for Contenl. The Client shall have sole control and responsibility
over the detennination of which data and information shall be included in the content that is to be
transmitted, including, if applicable, the detennination 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 Jaw, 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,
infonnation, or property of another.
5 . TRADEMARK OWNERSHIP, Granicus and Client's Trademarks are listed in the
Trademark lnfonnation exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 2 hereof. Upon any tennination of this Agreement, each Party's right to use the
other Party's Trademarks pursuant to this Sect-ion 5 tenninntes.
5.2 Each party grants to the other n non-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to usc the other party's Trademarks as is reasonably
necessary· to perfonn 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. LIMl ATION OF LIABJLITY
6.1 Wnrmnty Disclnimer. Except as e:<pressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus e:<pressly disclaims any and all express
-· Page 3 3
or implied warranties, including but not limited to implied warranties of merchantability, and
fitness for a particular purpose. Granicus does not warrant that occess 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 dota); 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. CONFIDENTI AL INFORMATION & OWNERSHIP.
7.1 Confiden ti ality 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 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, including this Agreement.
7.2 Except as may be required by State law (including the California Public Records
Act, Government Code §§ 6250 et seq., and the Brown Act, Government Code §§ 54950 et seq.),
each party agrees to keep confidential and not disclose to an)' third party, and to use only for
purposes of performing or as otherwise permitted under this Agreement, any Confidential
Information. The receiving party shoJI 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 nnd 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 Excep tions. The obligations ofthis Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Info rmation (i) was known to the
receiving party as shown by the receiving party's files nt 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, (ll) usc its commercially reasonable efforts at its
Page 4 4
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. liBM
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
automatically renew for an additional three (3) terms of one (J) 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 Term ination. 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 Gmnicus Open Platform Suite solution ("Open Platfonn
Hardware"), Client understands that upon tennination of this Agreement, Client shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platfonn
Hardware must be returned within fifteen (IS) 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 Obligotions Upon Terminntion . 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, 9, 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 Tennination 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.
--·-·--·----Page 5 ---5
9, PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' OP-tions. 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 Gronicus Software as provided in
this Agreement; (ii) replace the Gronicus Software with another software product that provides
similar functionality; or (iii) if Granicus detennines that neither of the foregoing options are
reasonably available, Granicus may ce&Se 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 ln Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
9.2 If promptly notified in writing of any action brought against Client based on a
claim that the Software infringes intellectual property rights, such as a patent, copyright or
trademark right of a third party, Granicus will defend such action at its expense and will pay nny
and all fees, costs or damages that may be finally awarded in such action or nny settlement
resulting from such action, provided that the Client shall pennit Granicus to control the defense of
such action and shall not make any compromise, admission of liability or settlement or take any
other action impairing the defense of such claim without Granicus' prior written approval.
10. MISCELLANEOUS.
10.1 Ame ndm ent and Wniver. 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 lhe
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 California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
I 0.3 Construction and Scvcrnbilit¥. 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 Co ntra ctors. The parties are independent contractors, and no other
relationship is intended by this Agreement. ·
10.5 force Majeure. Other than payment obligations, neither party is responsible for
any delay or failure in perfonnance if caused by any event out s ide 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 Granic us 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 ofGranicus. Granicus is not liable for acts performed by such independent third party.
[Signature Page Follows]
------------. -~ Page 6 -------------6
This Agrccm~:nt consists of this Scrvic~J Agreement as well us thtl following exhibits, which nrc
incorporated herein by rcl'cre1\\:c ns indicated:
F .. \h i hil •\:
l .~hi h i l I I:
1.\hihi l { ':
I :=-.h ihil 1>:
l.'hih i1 L:
Proposal
Support lnfomwtion
Hn,·dw11rc Exhibit
Trademark !nformution
Termination or Expiration Options Regarding Content
IN WITNI::ss WHEREOF, the parties have caused this Agreement to be excct1tcd by !heir
duly nul hori zed representati vcs.
GRANJCUS, INC.
By:
APPROVED AS TO FORM: Ed Roshitsh
ATIEST
Maria Mor ris. City Cle r
Its: Chicf'Opcmting Of'Jiccr
Address :
Name:
lts :
600 !Iarrison St, Suite 120
Snn Fnmcisco, Ct\ 941 07
Address:
Pa ge 7 7
This Agreement consists of this Service Agrucment us well as the following exhibits, which Cll'e
incorporated herein by relerencc ns indicated:
l ~xhihi l /\:
b lli hi l I\:
I ~xll i h i 1 ( ':
Ex hibit D:
b xhihit l:::
Proposal
Suppor1lnl'ormation and Granicus Service Level Agreement
Hardware l~xhibit
Tradcmn•·k lnlormntion
Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused 1his Agl'ecmcnt to be executed by their
duly authoriz~d rcprcsenlutives,
Ed Roshilsh
Its: Chicf'Opcrnting Officer
Address:
600 !Iarrison St, Suite 120
Snn franci:;co, CA 941 07
CITY OF SAN ,JUAN CAPISTRANO
By:
Name: ---------------
Its:
Address:
Dale :
Pnge 7
8
EXHIBIT A
PROPOSAL
[The ~mainder of this page is left blank intentionally.]
0RANICUS, INC. SI!RVICE AOREEMijNT Version4.0
9
I ~) t 1 l . . i t • I l It I. I I . ,.
November 22nd 2011
Dear Maria Morris,
Thank you for considering Granicus. It has been a pleasure to learn about the unique needs for the
City of San Ju<ln Capistrnno, CA. We look forwe~rd to establishing Cl rewnrdlng, long-term
rel<ltionship w i th 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, Dnd a checklist that outlines
our next steps .
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 citizen~ in new ways. We hope that
you enjoy being part of the Gr<HJicus client family .
If I or any other member of the Gronicus te<lm can be of further assistance, please contact me at
949-289-4018 .
Most Sincerely,
Ed Burrell
Software Sales Executive
Granicus, Inc.
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Pricing:
Open Platform Suite
Government Transparency Suite
Shipping
Tax
Grand Total
$0 :00
$6,800 .00
$125 .00
$0.00
$6,925.00
Proposal
$420.00
$270.00
$0.00
$0.00
$690.00
"'Promotion EOY11~ Free Monthly Servii:e ~690.00 month
• Pr.omotton for End of Year Buslntss. AU Oranrous Sul·tu ·Citt free Monthly Managed Servtces until !uly 1n 20'12'*
·Minlmum contract length: 18 months
• All suites require the Granicus Open Platform
• All Suites include hardware and software ancJ training
• Sales tax may apply depending on your organization's tax status and the tax laws unique to your
state, county and/or municipality.
• This proposal expires on Dec 15th Z011
PIH)lvH) CO[)[: f UY l
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... NOTE~ The prtclnsln this preliminary proposal is SUBJECT·TO·CHANGE. While this preliminary prol)osal will provide you with our best possible
csllm~tc or what yom solution will look like, It Is not considered tomplete unlll a network assessment hos been completad. our goal hero at Granlcus
Is to make sure that every new ell ant has a successful deployment and to make sure that our products c~ceed yol.lr cxpectaUons. We believe that
spendlns the time to Oltcurately conduct on assessment otyour network and documents will help us meet cur soals and will ensure that you have the
best experience possible, • ••
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www.grunicus.com • 600 HMrhon Street. Suite 120. San Ft11ndsco, CA 9~107 • (415) 357-3618 11
•
Propos~d Solution
The Granicus~· Open Platform illlows you lo streum an unlimited number of meetings and events online and
over mobile devices-play video in Flash, HTML5 and Silverlight. Publish all of your content online with
i11definite retention schedules. Rely on the Open l)l<ltforrn's Unified Encoder to give you Lllllimited
bzmdwidth, stora~e, and intellicent routing. You can also <1ccess a libr<u·y of cornn111nity content clllcl stort
pldJiishing videns illlrnediately. Finally, leverage <111 open architecture and connect in-holJSe or thircl-porty
solutions to Granicus.
• Stre<1111 unlimited meeting bodies and evr;'nls
• Indefinite retention schedules
• Intelligent rnedia routing
• Community content library
• Ope11 Mcllitccture and SDK
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Thr:> Government TrilllSIJilrerlcy Suite gives your r.itizens accL~ss to public meetinr,s and records online. Tal<e
the lli'Xl c,tep lowurds gr!'illCI' transparency ancililll\ f'f'liilNI clocurnents to your video, offer your full aeenciCl
packet, <lllU provide ndvilllceu S()iliTilillG of a r·chivcs. 1\e<~ch <1 br-oader aucliQnce tl11 oueli clownload<Jble
forrnats (MP3, MP,\) <lrld lllCike video available offline. Gr<lllicus' repor-ting tools give you a rleti1ilecl ilnalysis
of visitor stillistics tu lrelp you better u11derstand viewP r ship trenrls.
• Publish agenclcr p;rckcts witll viclco
• Link relevant materi<1ls
u l3uild reports and uncrlytics
• I Legislate for the I Pad*
,. Index video<; liw
• Offer clownlocrduiJic~ forn1<1ts (MP3 & Ml)4)
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Remote Access Recording Option 1:
BroadcastManager™ 1000
The BroadcastManagerw 1000 provides a one camera image of your government meeting similar to
the image below. This robotic camera can be remotely controlled by a GovTV operator. The service
can be integrated with alt Granic us streaming and archive solutions.
GovTY automated televising services replaces
expensive television control rooms, with an off·slte
control room, opNated by GovTY staff. The local
government onjoys all of the benefits of a tradltlonill
local television control room, but without the high
stilrt ·llp expense, reliance on specialized local staff,
and government effort <~nd responsibilities.
One Robotic Camera
stationary during meetlnJS
Ablflty to Re-position Camera
for special prf!sentatlonsl dais seating changes
Televise to Granlcus
' Zero Staff Required
This service rr.quirL's zero effo1l by city ~lilff. Service is provided to your City as t1 r.ornplcte m11naged service. The
011ly support required from your City is Internet access and electrical power . You can provide eitl1e1 a cable modem 01'
DSL to satisfy the Internet access requirement. One "standard" 20arnp electrical circuit will meet all electrie<ll needs.
BroadcastManager 1000
One camera displays a wide image of Council Chambers.
• · $7,500 initial license fee (includes equip. &. installation)
• $258 professional services per month (includes two meeting~)
• Additional meetings are $129 eacl1
• $129 monthly equipment license fee
• Includes Cox Cable integration at BroadcastManager location
B11sed on an average of ZO council meetings per year and ufter initial startup license fee, the yearly cost
will be:
Professional Services·-· 7.0 meetings @ 258 I month x 12 " 3,096
Equipment License fee·-·@ 129/montll x 12::
Total/yr. $4,644
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BroadcastManager™ 1000 Camera Posftion
DAIS
PODIUM
D
AUDIENCE
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ww,v.gr<tnicus.com • 600 Harrison Slir:el, SLJill:: 120, San Fmnci~;co, CA 94107 • (·115) 357·3h18 15
Remote Access Recording Option 2:
BroadcastManager™ 4000
The BroadcastManager™ 4000 provides a four camera image of your government meeting similar to
the image below. These robotic cameras can be remotely controlled by a GovTV operator.
The service can be integrated with all Granicus streaming and urchive solutions.
GovTV automated televising services replaces
expensive television control rooms, with an off·stte
control room, operated by GovTV staff. The local
government enjoys all or the benefits of a traditional
local television control room, but wlt110t1t the hi~h
stnrt•tlp t>xpensc, reliance on specialized local staff,
nnd government effort lind responsibilities .
.../Four Robotic Cameras
stationary durln9 meetings
Abl/fty to Rt:·posltlon Cameras
for special prest•ntatlonslrlals sentlns cl101ryes
...,., Televise to Granicus
~ Zero Staff Required
This servke requ i res zero cfrorl by city staff. Service is provided to yo u r City c1 s a complete man~gccl servic:e . The
only support required from your City is Internet access and electrical power. You can provid e c~lther a cable modem
or DSL to sati sfy the Internet access requirement. One "standard" 20amp electrical circuit will rneet all electrical
needs.
BroadcustManager 4000
Four cameras display the dais In three views, and one wide image of the Council Chambers.
• $14,500 initial startup equipment license fee (includes equip . & instaii;Jtion)
• $398 professional services per month
• $199 per additional meeting after two meetings/month
• $199 monthly equipment license fee
• Includes Cox Cable integration nt BroadcastMannger location
8ased on a11 aver<1ge of 20 council meelings per ye<lr at;ld after initial license fee, the yearly cost will be;
Professional Services·-· 20 meetings @·-·398/rnonth x 12 = 4,776
Equipment License fee··-@-·-199/month x 12=
Total/yr. $7,164
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BroadcastManager™ 4000 Camera Positions
DAIS
PODIUM
D
AUDIENCE
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www.~ranlw5.com " 600 HJrTI~on Street. Suite 120. San Frilnclsco, CA 94107 • (•115) 357-3618 17
•
'I
Granicus Differentiators
" World's most experienced provider of government transparency, citizen participation, meeting
~fficiency, lr'gislalive marwgement, and training management solutions with:
,, Over 900 clients in all SO states, at every level of governr11enl
o Over 31 million government webcasts viewed
•.l More than 255,350 government meetings online
" Opr11 API architecture ilncl SOl< CJIIow for seamless integrations with systems illrewcly in place
• (Qrtifiecl inteGr<1tions provide rlexibility and choice of Cl(lendCJ workflow solutions
• Only government webcasting service to provide encoding, minutes annotation, transcription, and
closPd C<'lptioning services
• Truly unlimited storage ilnd distribution for all meeting bodies cliHII\Oir-meeting content
• !ndeflnile retention schedules for all archived meeting and rwn-mcetillf:i contenl
" Only provider of both government webcasting anc.l citizen participation services
• Only provider of both government webcasting and training management services
• Acce~s a library of p!?er-created gowrnrnent media content from over 900 Grnnicus usr~rs
• 97%, customer sCllisfaction rating, 99% client retention rating
• Rankc~d 1 HS 011 Del(littc 500 fastest growing companies
o 1\anked 419 on Inc SOD fastest growing companies
• Clir~nt Sucu:!SS slories are ilVnilable here: [!~lJLJ!·::I':v: !:r.~rrj_0r.,_c_,,,,,;cl_i·.·rrl'./C<J•"· <;~_trcjiL·',_cil._!P,
Next Steps
• EntJ,clge Other St<1kehnlders
• Complete Network Assessment forrn ilnd Network Assessment call
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EXHmiTB
GRANICUS, INC. SERVICE LEVEL AGREEMENT
I, I Up-Time Gunrqntee. Granic;us, Inc, represents and warrants a 99.9% up-time guarantee for its
hosted services. Granlcus, Inc. will provide notification of any system-wide outages within one hour
from the time the issue was first recognized.
1.2 Contact lnformqtion, The support staff at Granicus, Inc, may be contacted by the Client at its
mailing address, general and support-only telephone numbers, and via email or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Oranicus, Inc.
headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 9410,5.
(b) Tclenhonc Numbers. Technical support staff may be reached directly
from 5:00AM to 7:00PM Pacific time at (415) 655-2400. 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. Granicus office staff may be reached at (415) 357-
3618 or toll-free at (877) 889-5495.
(c) Internet nnd Emoil Contact lnfonnntion. The website for Granicus, Inc; is
h1tp://www.granicus.com. Emails may be sent to the support staff at support@granicus.com.
1.3 Maintenance Services/Response Times. Oranicus, Inc. represents and warrants that all
maintenance services and response times for service will be in accord with the levels and response times
set forth below:
(a) Levell: Emergency . Levell problems are total failures of the -system or frequent
intermi"ent failure such that the Client cannot consistently rely upon the quality and level of
services agreed to by the parties hereto.
Granicus, Inc. will respond to all Level I problems within one (I) hour of notification by the
Client o'f occurrence.
(b) Level II : Urgent. Level II problems ore non-emergency issues that the Client
believes need to be addressed within 24 hours. Typically. this includes video files not uploading,
document template configuration changes, and other time-sensitive issues.
Oranicus, Inc. will respond to all Level II problems within twenty-four (24) hours of notification
by the Client of occurrence.
(c) Level III: Non-urgent. Level III problems are typically feature requests or non-
tim~sensitive issues.
Granicus, Inc. will respond to all Level Ill problems within three (3) days of notification by
Client of occurrence.
A response by Granicus, Inc. means that a Granicus, Inc. customer advocate or technical support
engineer will respond directly to the Client via phone or e-mail with (a) an assessment of the issue, (b) an
19
estimated time for resolution, and (c) will be actively working to resolve the issue. Notification shall be
the documented time that the Client either calls or e-m ails Gnmicus, Inc. to notify them of an issue or the
documented time that Granicus, Inc. notifies the Client there is an issue.
For hardware issues requiring replacement, Granicus, Inc. shall respond to the request made by
the Client within twenty·four (24) hours. Hardware service repair or replacement will occur within
seventy·two (72) hours of the request by the Client, not including the time it takes for the part to ship and
travel to the Client. The Client shall grant Granicus, Inc. or its Representatives access to the Equipment
for the purpose of repair or replacement at reasonable times. Granic us, Inc . will keep the Client informed
regarding the time frame and progress of the repairs or replacements.
Penalties. For failure to respond to a Level III problem in timely manner: Client will receive
credit for one (1) day of managed service. Level II: Client will receive credit for one (1) day of
managed service per hour past the twenty-four (24) hour response time required. Levell: Client
will receive credit for one (1) day of managed service per hour past the response time required.
1.4 Sche duled Maintenance . Scheduled maintenance of the Oranicus Solution will not be counted as
downtime, and will only take place between 8:00PM and 3:00AM Pacific time on a Friday, Saturday or
Sunday. Granicus, Inc. will clenrly post that the site is down for maintenance and the expected duration
of the maintenance. Granicus, Inc. 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 as possible.
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EXHmiTC
GRANICUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the
Service Agreement between Oranicus and Client, for the sale of the hardware components of the
Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of
the Service Agreement and is incorporated therein by reference. This exhibit does not change any
term of the Service Agreement except to the extent it is contrary to the Service Agreement.
Capitalized, terms used but not defined in this exhibit have the meanings given in the Service
Agreement.
I. Purchase Price. The purchase price for the Hardware shall be the price specified In the
Proposal.
2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of
this exhibit. Delivery is F.O.B. point of destination. Granicus will select the shipment method
unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery by the
carrier at Client's destination. Granicus retains title to the Hardware until Granicus has received
payment in full of all sums due pursuant to this exhibit. Gronicus retains title to and ownership of
all Granicus Software installed by Granicus on the Hardware, notwithstanding the usc of the term
"sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the
fDilure by Client to reject the Hardware within (jfteen ( 15) days following delivery of the
Hardware, constit\ltes Client's acceptance. Client may only reject the Hardware if the Hardware
does not conform to the applicable written specifications.
4. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client,
Grnnicus will provide to Client any warranty provided by the manufocturer with respect to the
Hardware . Granicus shall repair or replace any Hardware provided directly from Granicus that
fails lo 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; Hardware that is not
provided by Granicus is the Client's sole responsibility,
5. Service Response Time. For hardware issues requiring replacement, Oranicus shall
respond (via written or verbal acknowledgmen t) to the request made by the Client within twenty-
four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours
of the request by the Client, not including the time it takes for the part to ship and travel to the
Client. The Client sholl grnm Granicus or its Representatives access to the Hardware for the
purpose of repair or replacement at reasonable times. Gronicus will keep the Client informed
regarding the time frame and progress of the repairs or replacements.
6. Usc or Non-Approved Hardware. The Granicus platform is designed and rigorously
tested based on Granic us-approved hardware. In order to provide the highest level of support, we
recommend including Granicus-approved hardware In your solution. However, Granicus does
afford clients with the option of utilizing their own hardware, providing that there is successful
validation by Granicus technical staff. While it is Granicus' intention to provide clients that use
their own hardware with the same level of customer care and continuous software upgrades, this
level of service is not guaranteed.
0RANICUS, INC. SERVICE AGREEMENT Version 4.0
21
7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE
IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION I ABOVE, AND
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.
8. 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 ORANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING
TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO
GRANICUS 6Y CLIENT FOR THE HARDWARE.
9. 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 it's monthly
subscription payment. Hardware that is not provided by Granicus is the Client's sole
responsibility. The key features of the Managed Hardware are as follows:
• Robust support for hardware, 0/S, and applications
• 7x24x36S phone, chat and email support from certified experts
• Replaceable parts include next day onsite installation and replacement
Escalation management. Granicus provides the above mentioned warranty 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 Granic us to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and warranty, should the
Client decline these recommended tools, certain levels of service and warranty may not guaranteed.
{end of Hardware Exhibit]
0RANlCUS, INC. SERVICE AGREEMENT 2 Version 4.0
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EXHIBITD
TRADEMARK INFORMATION
Gro nicus Reg i stered Tmde mnrk:; ®
llj~ . \~gramcus·
Granicus logo as a mark
Granicus®
Media Vault®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Qronjcus Tradc mnrk Names TM
Int egrate d Publ ic Record' ..
Intelli gen t Routing'"
Linkc dMinutes""'
LiveMana ge r'"
MediaCent er"'
Med in Ma nager"'
Mec tin gMc mbcr'"
Mee tin gServer''l
Simu lcast Enco dcr'u
VoteCast'IN
VoteCastnl Classic
VoteCast'"' Touch
Clie nt Tmdemo r ks
None
0RANICUS, INC. SI!RVICE AOREEMEN1' Version 4.0
23
EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT.
In case of tennination 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 (I) of the following methods to obtain a copy of its Content:
• Option 1: Video/Audio files made available through optional media: data CD, external hard
drive, or flash drive. A CSV or XML file will be · included providing clip information such as
name, date, and/or description. This option may result in an additional charge to Client..
• Option 2: Provide the Content via download from MediaManager or from a special site created
by Granic us. This option shall be provided free of charge.
• Option 3: Grariicus 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 Oranicus 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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