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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 E9 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 1 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 2 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 3 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 4 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. 5 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 6 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 . 7 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. 8 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. 10 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 P~l"•• ''"''"'' •·~ l<r• .. •»•-·~ ·" 1 , i 1'. • '> ~·· ' J • ~ t J 1 • ? f •• , ..._ • . ' ...... ' ... 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, • •• 2 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 • •I• 'J'\ \' ' CO.FICI\-\ ...... \t"'ta.'tw· ... ·~:~'· ;.,,J .. ,.,.-...··;\ N"O .n'f<l r.., t·.~o~t r; "'*" l•llf I"•H1 "J\ a• i'·'' >•Y·,t~.~. ~ 4"th'>oi ,,~1-'f<l , • ..,..,;:.-1 :4J.t+ tolto:'4(t"N.'.....,.,..4,._1el4!t..;o:~Nalu "' •J V'4~ ,..,,.:J '"" I'~··~· v ~.,. c:rC:" .. '.:, .'·.J' I! 11:'~ ~ .. y..,~; ,\1•1 ?')I J c .. , \~r ~a•,.-, I-,. N ·? ~ ~J ...... !-1.., t.Jo1 C.:. "'-• ~.1o.:V ·; '·'ll)'il :-J I ~ Cll •;\? IJ.I t 4 ~tO CJ t \~.'t'l f'ort ({•.·'(l ~N x.~·o Cl l ' ' "''.._ trr\'o;JJI'OI ""' Nl ~ 0 )I ,. •Jt .............. O{J u"~''i M" 10 2'13~0 ll! y~,~ ._ ..... ..._ 1 ' ,;,trew·,_,, l.lll] 1<)11) 0 ~~ 1\ I 3 VIWV·J.I:Idlli c u : •. LOIII • 600 lldlli'.()!l "'"'('[, 'iuilt· ll.O, )dll rtdiiCiscn , CA 'JI\107 • (1 11~)) ]~il 361R 12 • I I 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) l • J."J f' . .l.. I •C,•1' tt. 1 f t #•.llo _t: ,., .. :_...:,. .,!u'l r .,.;.; -• ''' .... , '!. • ~ •• t• I •• '· ' . , .... .. '• • l ••• : .0 ~l l '• II # ~ t I '"'" 4 13 • I 0 I 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 5 14 t I BroadcastManager™ 1000 Camera Posftion DAIS PODIUM D AUDIENCE 6 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 7 16 ,. , ... <. ··~ .. BroadcastManager™ 4000 Camera Positions DAIS PODIUM D AUDIENCE .... ·· .... ·· 8 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 9 w·.·:1•1 n,i!lllltl:.(l•!ll • (,()O\Idill',!!fiSI.i!Tl.~ui!··IJ(I,'idill'r,,,,,j·:;cu.C/\1!>11('/ • i'II'Jj.l')/.1618 18 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. 20 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 22 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. ------------------·-Page 1 -------··. . . ---- 24