HomeMy WebLinkAboutGranicus, Inc. 2015-10-13for
COU No. 1516 -127
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement "), dated as of October 13, 2015 (the
Effective Date "), is entered into between Granicus, Inc. ( "Granicus "), a California Corporation,
and City of Ukiah, a Municipal Corporation (the "Client "). Additional definitions of capitalized
terms used herein are set forth in Section 12 hereof.
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) continue with Client's existing solution as described in the Current
Solution document, which is attached as Exhibit B, and incorporated herein by reference, (iii)
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 Exhibits A
and B.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations, and warranties herein contained, the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in Exhibits A and B. Managed Services shall mean the services
provided by Granicus to Client as detailed in Exhibits A and B. Managed Services Fee shall mean
the monthly cost of the Managed Services, as detailed in Exhibits A and B.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and /or its third party supplier, owns the copyright and /or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non - transferable and non-
exclusive license to access the Granicus Software listed in the Proposal and a revocable, non -
sublicensable, non - transferable and non - exclusive right to use the Granicus Software. All Granicus
Software is proprietary to Granicus and protected by intellectual property laws and international
intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to
perform its own work, including Client's work with its customers /constituents. Cancellation of the
Client's Managed Services will also result in the immediate termination of the Client's Software
license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with the functionality and features as described in the Proposal
for as long as the Client pays for and receives Managed Services. Client's sole and exclusive
remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of
the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the
defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with
respect to the alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus 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
Exhibit A.
Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in
3.2 Fees for each product are due upon delivery of that product. Quarterly billing for
Managed Services for associated products shall begin upon completion of delivery as defined under
Section 3.3 below. Client will be invoiced a pro -rated amount from the completion of delivery
through the end of the year. Thereafter, Client will be billed, in advance, quarterly. Client agrees to
pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges
that products may be delivered and fully operational separate from the other purchased products.
3.3 For Granicus Hardware, delivery is complete once the Client receives Hardware
components with the configured Granicus Software. For Granicus Software, delivery is complete
once the Software is delivered and deemed by Granicus to be ready for Client's use. Delivery shall
mean software and or hardware installed and useable by the Client. . Upon Granicus Hardware
and /or Software delivery, Client will have thirty (30) calendar days to notify Granicus of any issues
or problems. If Client notifies Granicus within such thirty (30) calendar day period of issues or
problems, Granicus will promptly work to fix those issues or problems.
3.4 Granicus, Inc. shall send all invoices to:
Name: City of Ukiah — Attn: Accounts Payable
Title: N/A
Address: 300 Seminary Avenue, Ukiah, California 95482
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 larger.
3.6 Training Usage Policies. Granicus has established best practice training plans
around success with Granicus services, and Clients are encouraged to take advantage of all
purchased training up -front in order to achieve the maximum amount of success with their services.
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All purchased training must be completed within ninety (90) days of the date of the project kickoff
call. Any purchased training not used during this ninety (90) day period will expire. If Client feels
that it is necessary to obtain more training after the initial ninety (90) day period, Client may
purchase additional training at that time.
3.7 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
a) Onsite Training. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
b) Online Training. For any cancellations within twenty -four (24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e- mail /spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit 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 pursuant to
Section 5.2 hereof. Upon any termination of this Agreement, each Party's right to use the other
Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each Party grants to the other a non - exclusive, non - transferable (other than as
provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other Party's Trademarks shall be subject to the prior written approval of such other
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Party, which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, and
fitness for a particular purpose. Granicus does not warrant that access to or use of its software or
services will be uninterrupted or error free. In the event of any interruption, Granicus' sole
obligation shall be to use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the loss of profits or revenues, goodwill, , 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. Granicus shall be liable to
Client for any direct or general damages arising out of or relating to its performance or failure to
perform under this agreement. In no event will Granicus' and its suppliers' and licensors' liability
exceed the total amount of Managed Services Fees paid by Client under this Agreement, regardless
of the form of the claim (including without limitation, any contract, product liability, or tort claim
including negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obligations. Each party agrees to keep confidential and not
disclose to any third party, and to use only for purposes of performing or as otherwise permitted
under this Agreement, any Confidential Information of the other Party. The receiving party shall
protect the Confidential Information using measures similar to those it takes to protect its own
confidential and proprietary information of a similar nature but not less than reasonable measures.
Each party agrees not to disclose the Confidential Information to any of its Representatives except
those who are required to have the Confidential Information in connection with this Agreement and
then only if such Representative is either subject to a written confidentiality agreement or
otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of
the Confidential Information.
7.2 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall (i) if permitted by applicable law, notify the disclosing party in writing of such
required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially
reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by
such governmental authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
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in full force and effect for thirty-six (36) months after the date hereof. This Agreement shall
automatically renew month to month, until the existing agreement has been terminated, or a new
agreement has been fully executed
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
b) Client 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.
c) Client shall refer to Exhibit F for the four (4) termination/expiration
options available regarding Content.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement,
and applicable provisions of the exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
c) pursuant to the termination or expiration options regarding Content as set
forth on Exhibit E, Granicus shall allow the Client limited access to the Client's Content,
including, but not limited to, all video recordings, timestamps, indices, and cross -
referenced documentation. The Client shall also have the option to order hard copies of the
Content in the form of compact discs or other equivalent format; and
d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may terminate this Agreement and refund any prepaid fees to Client
for which it has not received the services.
10. INTERLOCAL AGREEMENT.
10.1 This Agreement 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, including the products and services and fees applicable
GRANICUS, INC. SERVICE AGREEMENT 5 Version 6
thereto. Any such usage by other entities must be in accordance with the City Code, Charter and /or
procurement rules and regulations of the respective governmental entity.
11. MISCELLANEOUS.
11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
11.2 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.
11.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
11.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
11.5 Force Majeure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage of supplies, act of
war, act of terrorism, earthquake, or electrical, internet or telecommunications outage.
11.6 Closed Captioning Services. Client and Granicus may agree that a third party will
provide closed captioning or transcription services under this Agreement. In such case, Client
expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third party.
11.7 Data Back -up. Granicus maintains a data back -up policy in order to protect Client
data. Granicus backs up non -video data for a period of 28 days. While video data is not versioned,
it is backed up to multiple datacenters and is set up to ensure minimal data loss so that the loss of a
single node or the loss of an entire datacenter would not cause the loss of Client data. Backup and
restore plans are reviewed and updated as needed.
12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following
terms shall have the meaning specified:
12.1 "Confidential Information" shall mean all proprietary or confidential information
disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in
any manner whatsoever (including without limitation, in writing, orally, electronically, or by
inspection), that is identified as confidential or proprietary at the time of disclosure or is of a nature
that should reasonably be considered to be confidential, and includes but is not limited to the terms
and conditions of this Agreement, and all business, technical and other information (including
without limitation, all product, services, financial, marketing, engineering, research and
development information, product specifications, technical data, data sheets, software, inventions,
processes, training manuals, know -how and any other information or material); provided, however,
GRANICUS, INC. SERVICE AGREEMENT 6 Version 6
that Confidential Information shall not include the Content that is to be published on the Client
Website.
12.2 "Content" shall mean any and all, documents, graphics, video, audio, images,
sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of,
the Client to Granicus.
12.3 "Client Website" shall mean the Client's existing websites.
12.4 "Granicus Application Programmatic Interface" shall mean the Granicus interface
which is used to add, update, extract, or delete information in MediaManager.
12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may
include Granicus Software, Installation and Training, Managed Services, and Hardware, as
specified in Exhibit A.
12.6 "Granicus Software" shall mean all software included with the Granicus Solution
as specified in the attached Proposal that may include but is not limited to: MediaManagerTM
includes Uploader, Software Development Kit, and Podcasting Services), MinutesMakerTM
includes LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed in Exhibit A.
12.8 "Managed Services" shall mean the services provided by Granicus to Client for
bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus
Solution maintenance, upgrades, parts, customer support services, and system monitoring, as
detailed in the Proposal attached as Exhibit A.
12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as
specified in Exhibit A.
12.10 "Meeting Body" shall mean a unique board, commission, agency, or council body
comprised of appointed or elected officials that meet in a public capacity with the objective of
performing decisions through a democratic voting process (typically following Robert's Rules of
Order). Two or more Meeting Bodies may be comprised of some or all of the same members or
officials but may still be considered separate and unique Meeting Bodies at Granicus' sole
discretion. For example, committees, subcommittees, city councils, planning commissions, parks
and recreation departments, boards of supervisors, school boards /districts, and redevelopment
agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole
discretion.
12.11 "Proposal" shall mean the document where the Granicus Solution that is the object
of this Agreement is described along with pricing and training information.
12.12 "Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors and other representatives of a party.
12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus and
Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos
that Granicus or Client may specify in writing to the other party from time to time.
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This Agreement consists of this Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Current Solution
Exhibit C: Support Information
Exhibit D: Hardware Exhibit
Exhibit E: Trademark Information
Exhibit F: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives,
GRANICUS, INC. SERVICE AGREEMENT
GRANICUS,
Byr
Jason Fletcher
Its: Chief Executive Officer
Address:
707 17th Street, Suite 4000
Denver, CO 80202
CITY OF UKIAH
By: .. :..
74'r" Sage Sangiacomo
Its: City Manager
Address:
Date:
300 Seminary Avenue
Ukiah, CA 95482
lo 43A5
8 Version 6
EXHIBIT A
PROPOSAL
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GRANICUS, INC. SERVICE AGREEMENT 9 Version 6
EXHIBIT B
CURRENT SOLUTION
The current Granicus solutions used by the City of Ukiah include:
Open Platform
Government Transparency
Meeting Efficiency
City of Ukiah pays the following monthly managed service fee:
650.00 /month
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GRANICUS, INC. SERVICE AGREEMENT 10 Version 6
EXHIBIT C
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support-only telephone numbers, and via e-mail or the Internet.
a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 707 17th Street, Suite 4000, Denver, CO 80202.
b) Telephone Numbers. Office staff may be reached from 5:00 AM to 5:00 PM
Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff may be
reached at (415) 357 -3618 opt 1.
c) Internet and E -mail Contact Information. The website for Granicus is
http: / /www.granicus.com. E -mail may be sent to the support staff at
customercare @granicus.com.
2. Support Policy. When Granicus receives notification of an issue from Client, Granicus, Inc.
customer advocate or technical support engineer will respond with notice that they will be actively
working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the
issue and an estimated time for resolution. Notification shall be the documented time that the Client either
calls or e-mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc.
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of
the maintenance. Granicus will provide the Client with at least three (3) days prior notice for any
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice, if any, as possible under the circumstances.
4. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications ( "Modifications ") into the licensed
Granicus Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and
Client will use commercially reasonable efforts to enter into a written scope of work ( "SOW ") setting
forth the Modifications to be done, the timeline to perform the work and the fees and costs to be paid by
Client for the work.
4.1 Documentation. The SOW will include a detailed requirements and detailed design document
illustrating the complete financial terms with a "not -to- exceed" cost that govern the SOW, proposed
project staffing, anticipated project schedule, and other information relevant to the project. Such
Modifications shall become part of the licensed Granicus Software.
4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time -and-
materials, not -to- exceed" basis unless otherwise stated in the SOW. Delivery of the software
containing the Modifications shall be complete once such software is delivered and deemed by
Granicus to be ready for Client's use. Client will have thirty (30) calendar days after delivery of the
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Modifications to notify Granicus of any issues or problems. If Client notifies Granicus within such thirty
30) calendar day period of issues or problems, Granicus will promptly work to fix those issues or
problems.
4.3 Title to Modifications. All such Modifications shall be the sole property of the Granicus.
5. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
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EXHIBIT D
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement
between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware ")
provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated
therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the
Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding
the use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware within thirty (30) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not perform and /or
conform to the applicable written specifications.
4. Service Response Time. For hardware issues requiring replacement, Granicus 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 determination of a hardware issue, not including the time it takes
for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to
the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client
informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is
received Client's responsibilities will include:
a. Mount server on client rack (if applicable)
b. Connecting original network cables.
c. Connecting original audio and video cables (if applicable).
5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF
GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS'
LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE
AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above -
mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed
by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools
have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and warranty, should the Client
decline these recommended tools, certain levels of service and warranty may not guaranteed.
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7. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation
and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians
with necessary information to diagnose and resolve software problems. Should the Client decide to
decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to
Granicus Hardware. Client understand that should they decide to use internal methods of access, such as
VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as
well as after hours in the event Granicus technicians are unable to access remote Granicus systems.
8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will
provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year
warranty period, Granicus shall repair or replace at no additional cost to the Client any Hardware
provided directly from Granicus that fails to function properly due to normal wear and tear, defective
workmanship, or defective materials.
9. Use of Non- Approved Hardware. The Granicus platform is designed and rigorously tested based
on Granicus- approved Hardware. In order to provide the highest level of support, Granicus requires the
use of Granicus- approved Hardware in your solution. While it is Granicus' intention to provide all clients
with the same level of customer care and continuous software upgrades, Granicus does not make any
guarantees or warranties whatsoever in the event Client uses non - approved hardware.
10. Client Changes to Hardware Prohibited. Client shall not install any software or software
components that have not been agreed upon in advance between Client and Granicus technical staff.
While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does
not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates
this provision.
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EXHIBIT E
TRADEMARK INFORMATION
Granicus Registered Trademarks ® Include:
GRANICUS
Granicus logo as a mark
Granicus®
Legistar®
MediaVault®
MinutesMaker®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Granicus Trademark Names TM Include:
CivicldeasTM
iLegislateTM
InSiterM
Integrated Public
RecordrM
Intelligent
RoutingTM
LinkedMinutesTM
LiveManagerTM
MediaCenterTM
MediaManagerTM
MediaVaultTM
MeetingMemberTM
MeetingServerTM
Simulcast Encoder -
VoteCastTM
VoteCastTM
Classic
VoteCastTM
Touch
For an updated list of Granicus registered trademarks, trademarks and servicemarks, please visit:
http:// www. granicus .com/help /legal/copyright- and - trademark/.
Client Trademarks
GRANICUS, INC. SERVICE AGREEMENT 15 Version 6
EXHIBIT F
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination or expiration of the Agreement, Granicus and the Client shall work together to
provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the
following methods to obtain a copy of its Content:
Option 1: Video /Audio files made available through an external hard drive or FTP site in its raw
non - proprietary format. A CSV file will be included providing file name mapping and date. This
option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable.
Option 2: Provide the Content via download from the application UI. This option shall be
provided free of charge and is available anytime.
Option 3: Provide the means to pull the content using the Granicus Application Programming
Interface (API). This option is provided free of charge and is available at anytime.
Option 4: Professional services can be contracted for a fee to customize the retrieval of content
from the system.
The Client and Granicus shall work together and make their best efforts to transfer the Content within the
sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty
60) days, or whenever transfer of content is completed, whichever is later.
GRANICUS, INC. SERVICE AGREEMENT 16 Version 6
Q GRANICUS
Ukiah SDI Encoder Upgrac
Sectioned View Page
PRESENTED BY: Ahmad Abderrahim, Granicus
PRESENTED TO: Ukiah
DELIVERED ON: October 09, 2015
Total (Monthly)
O GRANICUS
Pricing Breakdown for your Solution
Hardware
Name Qty Unit (Upfront)
Total
Upfront)
Granicus SDI Encoding Appliance Hardware - (GT)
Shipping- Large Item
Total Hardware Upfront:
1.0 Unit(s)
1.0
3,500.00
125.00
3,500.00
125.00
3,625.00
Software as a Service
Name Qty Unit (Monthly)
Template - Sectioned View Page 1.0 Template(s)
Granicus Encoding Appliance Software
1.0 Package
GT)
21.00
100.00
Total Software Monthly Cost:
21.00
100.00
121.00
Professional Services
Name Qty Unit (Upfront) Total (Upfront)
Web Design Services (Per Hour)
Encoding Appliance Hardware
1.0 Service(s) $875.00
Configuration - (GT)
Total Services Upfront:
10.0 Hour(s) 200.00
Total Upfront Cost:
Total Monthly Cost:
2,000.00
875.00
2,875.00
6,500.00
121.00
Gwww.granicus.com
2015 Granicus, Inc.
70717th Street, Suite 4000, Denver, CO 80202
Q GRANICUS
Managed Services
Granicus provides a comprehensive Managed Services package with every solution to ensure long- lasting success with
our technologies while maximizing your solution's performance. Our fully managed and hosted infrastructure offers
unlimited bandwidth, storage and the highest security standards of your data through a cloud -based platform. Our
remote, proactive systems monitoring guarantees faster response time, predicts problems before they arise, and helps
reduce the cost of IT support and maintenance.
The Granicus team works around - the -clock to ensure your applications are protected and operating smoothly. You also
receive continual access to advanced learning tools and the hands -on support, knowledge, and expertise of our skilled
Support Engineers and Customer Advocacy professionals.
Gwww.grani•us.com
2015 Granicus, Inc
707 170h Street. Suite 4000, Denver, CO 80202
Q GRANICUS
Granicus Encoding Appliance
The Granicus Encoding Appliance is designed and built for our platform and streaming protocols to provide government
organizations with superior live and on- demand webcasting performance. The hardware is pre- configured and delivered
ready to stream. Simply connect power, network and an audio /video source. Full appliance control is available through a
web browser or locally installed client application.
Provides live and on- demand streaming - online and via mobile devices
Remote systems monitoring and Granicus maintenance updates
Up to 2TB of local storage (approximately 2,000 hours of archive content)
Facilitates internal streaming across your local area network (LAN) - up to 50 concurrent viewers
Supports extraction and display of embedded closed captions to help maintain ADA compliancy
Faster archive upload times, less video buffering
H.264 video codec encoding
HTML5 and Flash compatible streaming delivery
Granicus' hosted infrastructure supports the encoding appliance and offers unlimited bandwidth, storage and the
highest.security standards through a cloud -based platform. Our remote, proactive system monitoring guarantees faster
response time, predicts problems before they arise, and helps reduce the cost of IT support and maintenance. The
Granicus team works around - the -clock to ensure your applications are protected and operating smoothly. This ensures
long- lasting success with our technologies while maximizing your solution's performance.
Gwww.granicus.com
2015 Granicus, Inc.
707 17th Street, Suite 4000, Denver, CO 80202
Optimized Streaming
Platform
The Granicus SDI Encoding Appliance is
designed and built for our platform
and streaming protocols to provide
government organizations with a
complete streaming solution. Each
pre-configured appliance is delivered
ready to stream. Simply connect power,
network and an audio /video source. Full
appliance control is available through a
web browser or locally installed client
application.
This appliance is included with the
Government Transparency Suite and can
be added to the Granicus Open Platform.
GRANICUS
Granicus° SDI Encoding Appliance
Hardware as a Service for Government Webcasting
The Granicus SDI Encoding Appliance supports Granicus' current and
future software platforms and encoding formats. It has been rigorously
tested and certified to work with Granicus technology. Device pre -
configurations allow customers to get up and running quickly while
maintaining the highest level of service at a low monthly cost.
The Granicus Customer Care team leverages a suite of tools that allow
us to proactively monitor, maintain and support the appliance. Full
patch management of Granicus software and the operating system
eliminates any maintenance burden placed on government IT staff,
including contacting multiple vendors for support.
As a fully- managed solution, Granicus will provide customers with all
necessary upgrades, repairs or replacements to ensure that the
appliance works effectively on the Granicus platform. To help maintain
ADA compliance, the Granicus SDI Encoding Appliance supports
extraction and display of embedded closed captions.
Gwww.granicus.com
2015 Granicus, Inc.
70717th Street, Suite 4000, Denver, CO 80202
GRANICUS
Granicus SDI Encoding Appliance
Local distribution &
storage
The SDI Encoding Appliance can be
configured to support local live and on-
demand streaming for up to 50
concurrent users. For organizations that
require enterprise -class distribution,
Granicus' Performance Accelerator
distributes hundreds of simultaneous
local streams with minimal network
impact.
Each device is equipped with 2 TBs of
local storage, or roughly 4,000 hours at
standard bit rates. Granicus provides
unlimited cloud content storage and
retention.
The Granicus SDI Encoding Appliance is
lightweight and small enough to fit in any
server rack. Encoder noise has been
addressed as well. With a sound output
less than 65db, the Granicus SDI
Encoding Appliance is considerably
quieter than standard off the shelf
encoding hardware.
Front View
Rear View
mmmmmmmmmm r -111' II-II ' IIIIIIIIII_
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Q IOW fr4 I
Hardware Specifications
Dimensions
17.7"D x 17.2"W x 3.5"H
2U rack mountable
chassis
Weight • 35 lbs
Idle Load Startup
Watts 40 120 96
Power Amps 0.226 0.965 0.755
kVA 0.04 0.120 0.096
BTU /hr 136 408 326
Connectivity • Ethernet: 2 auto - detecting x 1 Gbit ports
Storage • Up to 2TB capacity
4000 hours at standard bit rates
Hardware Warranty • Granicus customer lifetirne (managed hardware)
Optional • Rail kit"
Components • Tower conversion kit
Management
Full remote management. monitoring
patching & reporting
Gwww.granicus.com
l 2015 Granicus, Inc.
70717th Street, Suite 4000, Denver, CO 80202
GRANICUS
Granicus SDI Encoding Appliance
Audio /Video Specifications
DIGITAL ENCODING APPLIANCE
Video • SDI (BNC)
Audio • Embedded audio on channel 1,2,3 or 4
Streaming Specifications
Live Streaming
Encoding Formats
Local Distribution
Static public IP address
Inbound pull over TCP Port 8080
port changed upon request)
650 Kbps upstream "
unlimited viewers
Microsoft. Windows Media® (Silverlight ®)
H.264 for Adobe® Flash® Player
H.264 in HTML (iOS and Andriod devices)
Live and on- demand (directly from Granicus
Encoding Appliance)
50 maximum concurrent streams
Additional charges may apply
Higher bitrates available, requires additional bandwidth
Gwww.granicus.com
2015 Granicus, Inc.
70717th Street, Suite 4000, Denver, CO 80202
GRANICUS
Professional Services
In order to ensure a successful implementation and user experience, Granicus provides professional services with each
solution. Below is a list of the requisite professional services for your solution.
Gwww.granicus.com
2015 Granicus, Inc.
70717th Street, Suite 4000, Denver, CO 80202
Q GRANICUS
Granicus Differentiators
World's most experienced provider of government transparency, citizen participation, meeting efficiency, and
legislative management solutions with:
Over 1,000 clients in all 50 states, at every level of government
Over 31 million government webcasts viewed
More than 265,350 government meetings online
First fully integrated legislative workflow management system for local government
Open API architecture and SDK allow for seamless integrations with systems already in place
Certified integrations provide flexibility and choice of agenda workflow solutions
Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting
materials, bookmark and take notes on items, stream archived videos, and review community feedback
Only government webcasting service to provide encoding, minutes annotation, transcription, and closed
captioning services
Truly unlimited storage and distribution for all meeting bodies and non - meeting content
Indefinite retention schedules for all archived meeting and non - meeting content
Only provider of both government webcasting and citizen engagement services
24/7/365 customer service and support
97% customer satisfaction rating, 98.5% client retention rating
One of the 100 companies that matter most in online video by Streaming Media magazine
Ranked 185 on Deloitte 500 fastest growing companies
Ranked 419 on Inc 500 fastest growing companies
Client Success stories are available here: http: / /www.granicus.com /customers /case - studies/
G www.dranicus.com
2015 Granicun, Inc.
70717th Street. Suite 4000, Denver, CO 80202
GRANICUS
Proposal Terms and Conditions
Sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county
and /or municipality
If Client's solution requires any onsite training, Client agrees to pay travel expenses for Granicus employees
including but not limited to airfare, lodging, meals) not to exceed two thousand dollars ($2,000.00) per trip.
Gwww.granicus.com
2015 Granicus, Inc.
70717111 Street, Suite 4000. Denver, CO 80202