HomeMy WebLinkAboutContracts & Agreements_192-2009_CCv0001.pdf GRA'NIC UIS, INC. SLRVICE AC:ItIa;E"41FNT
THIS SERVICE ACiRl.>FNIF.N ( lay *-Agreement"'), dated as of Deceinber 10, 2100 (tile
"Effective Date"), is entered into bet,wNcen Girard US. Inc. ("Granicus"), a California C orporaaticor-.
and the City of Redlands (tire "C€lent"), Capitalized terms used in this Agreement have tilt
rttcaninps given theta in Section 13.
A. WI-JERF"AS Granicus is in the business of developing, licensing,;. and offering, for
sale various str-etarnin<g, ntettia stolutitoras specializing in Internet broadcasting. and related support
ser v ices: and
B. WHEREAS, Granicus desires to provide and Client desires to (i') purchase the
Granicus Solution as set North in the Proposal attached as ExhibitA to facibtartc stream no and
distribution of live and archived digital naecfia content. (ii) engage Cir;anicars to integrate it
Granicus Software onto the C'ustconler Website, (iii) use the Granicus Sallware subJcct to tlae renals
and conditions set forth in this Agreernent. and (iv) contract with; Granicus to-aacitnin sten the
Streaming Solution through the Managed Services set:fsot~th in the Proposal,
NOW, THEREFORE:, in consideration of the fcoregoing and the mutual aagrecrttctats.
covenants, representations and \warranties herein contained, the parties hereto agree as tbilc ws:
L CSRANIC'US SOFTWARE, AND MAMAGIa.Q SE RVl(J_,S;
1.1 Software_..and_Services. Subject to the tones and conditions of this At.rcernen .
Granicus will provide Client with the Granicus Scoftwware, €r ofessiconal Services, and Managed
Servicesthatccornprise. the Granicus Solution as outlined in the Proposal attached as Exhibit, ;Ad
1.2 'fhc Prpposal, The Proposal specifies certain terms. conditions. aaawrat uts and
obligations on the products and services to be provided by, Granicus to Client, The Proposal is all
additional part of this Agreeataent and incorporated herein by re('crence. fit the event that;.anx of the
provisions of this Agreement etre in conflict with the Proposal. the provisions of' this Agrectuent
will prevail.
GRANT OF LICENSE'.
S€'.
2:-1 Ownership, CiraniCus_ and/or its third part} supplier, towns the copNrigFat and/or
certain proprietary infiorntation protectable by taw in the C raraicus Sokwwaare;
2.2
f_ss k, Caraarti ars agreestoprovide Client with a revocable, non-transferableand
non-exclusive account to access the Granicus Software lisied in the Proposal and at revocable, non-
subhcensaable, non-transferable and non-exclusive right to use;the Granicus Software, Granicus
agrees to provide Client ww°ith a revocable and non-transferable right to use the Ctrariicus l laar&l ,arc
listed in the Proposal. All Granicus Hardware is property of Granicus. All Graanicca� Software i
proprietary- to Granicus and protected by intellectual property laws and international intellectual
property treaties. Pursuant to this Agreeuaont. C`fient inaaa use the Crank tis, Sof'tvw are to perfcortu its
own work and work of its custtonters/cconstitucnts: Cancellation tof'tile Client's IMaanat-ed Services
will also result in the irrunediate tertnination of the Client's Software license as described in
Section 2.21 heroofa
GR w.ICUS:t - `.` i fii'wi' r'oltC.1,,vif:,�i' l Version 1A
Lututed 'a rrr ntvm...I Exclusive Remedies. SUbiect to Sections `r.') and cif this
Agreement, Granicus warrants that the Granicus Software. as provided b� Granicus, will
substantially perform in accordance with its applicable: written specifications for as long as the
Client pays for and receives Managed Services. Client's sole and exciusiw e rernedw% for anv breach
by Grat ictrs cif,this warranty is to notify Granicus, with sufficient detail of the nonconformance.
and provide Granicus with u rear unable opportunity to correct or replace the def ctive Granictss
Software. Client agrees to c>onwplN \with Cfranicus`s reasonable instructions with, respect to the
alleged defective Granicus Software.
2.4 Li I`xcept for the license in `section 2.2, Gratnicus retains all oxknershi
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 eneincer, decompile or otherwise attempt to derive
source code fiotrr the Crranii trs Software, (c) provide, disclose, or otherwise make available (lie
Granicus Software. or copies thereof, to any third party. or (d) share. (cram, or otherwisc alhww
another I`wrieeting Body, in or outside its Jurisdiction, to use the Granicus Sollware, or copies
thereof,except ,is expressly Outlined' in the Proposal.
2.5 Lice ce_. Oblr, at:ir n_,for Security. Client shall take appropriate action b
instruction, agreement, or otherw°ise with those of its employees and third parte agents hawing
access to the Granicus Software to restrict and control the use, copying, modification, disclosure}.;
transfer, protection, and security of.such Granicus Software in accordance with the provisions of
this Agreement.
L.tc ri;rrfll"l loves. Components of Granicus; of'twwa e are licensed as follows.as
further provided in the Proposal attached as t xhibit r'`t:
(a) by Site: bandwidth and storaiie components, Nle dirtManager basic. lCfcdIa ana(ger
Enterprise., pode;atstin (both audio-only raid aUdi o,lividco):
(b) by Install: Outcast Encoder, McdiaVault Stream Rep Iicator. VotinaS stern.
MobileEncoder(both derelict-only and audio/video);
(c) by Meeting Body: MinutesMaker. agenda workflow intcpration, Age rida Parsers,
Closed Captioning.
2.7 G"ener`al. Client and Granicus agree to`take reasonable steps to c�mplo with all
applicable Inca(. state and federal laws and regulations issued Pursuant thereto.
I
. CUSTOMER S�IF'1'Cm~RL SALE AD., I,AINTEWN"A'w C'l _OF HARDWARE
3,1 Custc);atter ._S"u'ppprt. At no additional fee, Granicus Will use commercially
reasonable efforts to provide Client with reasonable telephone or ex-mall technical support fwentt-
fe ur (24) hours a day,, seven (7) days at wcY:ek, via the office and after hours C.U.StOrnCr suppOrt lines
and entail address. Support Information is listed in 1 hr,lrit,J3. Additional ,rupport of software
enhancements or modifications niar love requested by Client subject to Client's'payment to Granicus
of additional lees. Granicus may, update and revise the:: Granicus Software: periodically and will
provide such updates to Client as they are made available,
GRAN-10,',S,Er G sr:iiwrcr,x'wGR k NIIEN;T` 2 w et moll 4.0 1
4, PAYMENT OFFEES
.1 Monthly billing fore Managed Services shall begin in !lUgLIS1, -1009, as agreed upon
in the proposal.
4 2 Client ar r e.s to pay all invoices from Granicus N ithin thirty,(30) cls€y; of receipt of
invoice, provided that Client agrees to pad the :Managed Services F c to Graanicus on a month])
basis, no later than the first day ofeach month in advance of services: Granicris. fire, shall send all
invoices to:
NaanaC;
Title:
Address:
.) Upon renewal of this Agreement, Cfra pie ars iiiaav inC:lrrdc (in which care Client
agrees to pay)as ma ximurn increase of three(;l) percent ar year ran C'lient's ylan aced Services Fee:
5" CONTENT PROVIDED TO CRANK US
fr.l Res era E ,lity for Content. The Client:shall have sole control and responsibility,
over the determination of which data and information shall he included in the Content that is to he
transmitted. including if applicable, the: determination of which ca metas and microphones shall be
operational at any particular time and at any particular location. However, (n-aaricus has the right
(taut not the obligation) to remove <anv Content that Gra aiccrs believes violates any applicable law
or this Agreement.
.2 Re=strictiop—s.. Client shall not provide Grarnictrs with any Content that/ (i) iiafringes
any third party's copyright, patent, tradernark., trade: secret or either proprietary rights-, (ii) violates
a:ry lave, statute, ordinance or regulation including without limitation the:; laaays and regulations
governing export control and e-mail.=°spaara (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 objectionarhle. or constitutes
unlawful content or activity; (v) is harmful to minors; or (vi)contains any viruses Tr-ojan horses.
worms, time 'bombs; or any other sintilar softvvaare data. or programs that may daarraage.
detritnental1v interfere with, intercept„ or expropriate any system. data, information, or propertN of
another.
5,3s Indemnification. Client agrees to indemnify, defend and hold harmless Graanicrrs:
its officers, directors and employees, from and against any losses, damages and expenses
(including lawyers' fees) arising out of or`relaating to arab,, third party claims rtaaade against C raanicns
based on Client's use of the Graanic€:ss Solution including. Nvithout limitation. any claairrs; that Client
has copied, distributed or transmitted any image fetes in v iolatiou of aany third party's rl hts or has
directly or indirectly exported or transmitted the Content in violation of any, applicable export
restrictions.
Ci TRADEMARK Mk N RS_(°i.l(a Ciraanictrs and Client's l radenaaarks are lista:d in the
lradenaark; Information exhibit attached as f xtrib t_Q.
(aa) The Client shall retain all right, title and interest in and to its l raadcnraarks,
including,, any goodvvill associated therewith, subject to the: limited license granted to
(,at.1`*rr4 U! .1 t,..Si,1-R v'rc'ti r{'wE r r.varr. 3 Vr rsiora•'r rti.3
Granicus, Inc, pursuant to Section 6 hereof. All goodwill arising frOrn Use of CliejWs
Trademarks is soler for Client's benefit, Upon imy termination of this- Agreement.
GraniCUS'q right to use Client'STradernarks pursuant to this Section 6 terminates,
(b) Granicus, laic. shall retain all right, title and interest in and tee the (3ranicus.
Inc. Trademarks, includino any goodwill associated therewith- subject to) the limited
license granted to the Client PMSLiant tea Section 6 hereof, Upon any icrimnallon of this
A Z71Tradcrnarks pursuait to this Section ii
orecrnent� Client's riolil to rise GraniCUS'
tertninates.
(c) Each party grants to the other as 11011-CXCILISiVC, non-transterabic(other than
as provided in Section 8 IIereor), limited license to use the other partN,'s Trademarks as is
reasonably necessary to perform its obligatiows, under this Agreement. provided that an,.
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promotional materials containing the other party*s trademarks shall be AlbjCd to the prior
written approval Of SUCh other party, ovhich approval shall not be unreasonably withheld.
(d) Neither party shall use the other party's Fradernarks in a manner that
disparages the other party or its prodUCtS or services, or portrays the other party or its
products or services in as false, cornpctitiCely ad-verse or pool, light. Each party, shall take
commercially reasonable efforts to comply with the other party's requests as to the use Of
the, other party's Trademarks and shall avoid any action that diminishes the value of such
Trademarks.
(e) The parties atm-ee that Granicus has the right to inention the pal-ties'
I-
relationship and to use Client's Trademarks including its name and logo In marketing to
41.�
client and prospective clients, and to list Client as a custorner on the Gr.1111CLIS website(s).
7, SECURITY: LIMITATION 01' LIABILITY.
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TI Securitv of Data. Granicus will take commercially reasonable efforts to protect
and control access hosted as part of the Managed Services. Homever, Client will
be responsible for the creation and protection of its tismiarne and password for accessing the
Granicus, Solution.
7.2 Warr arn)j I)isclaimer. EXCEPI' AS FXPRFSSLY PROVIDFA) HEREM
GRANICUS*S SERVICES, SOFTWARE AND DFLIVFRABIT'S ARY PROVIDIIJ) AS tai`:"
AND 61kANICL,TS EXPRESSLY DISCLAIMS ANY AND ALL EXPRF,SS OR IMPLIFI)
WARRANTIES, INCLUDING BUT NOT LIMIYED 'FO 1,10PLIED WARRANTIES OF
MERCHANTABILITY, NON"-INFRINGF.'MENT 01THIRD PARTY RIGITIS. AND FITNI'SS
FOR A PARTICU1,AR PUKPOSI-, GRANICIJS DOES NOT WARRAIN'T -HIM' AC.`CF`SS J'O
OR USE OF ITS sm"rWARE OR St"RVICES Bl` t,!N-lNTI'RRl.,1P_f'ED OR ERROR
FRE 17, IN THE EEN
V `F OF ANY INTEMJIPTION, GRANICUS S SOLJw , OBLKJATION
SHALL BETO USE COMNIERCIA1.1Y REASONABLE EFFOR'l STO R,I-',S'IORf.-.' ACCE,15S,
73 Limit #igen of Liabilities, 10 THE MAXINIUM EXTENT PERMITTED BY
APPLICABLE LAW. GRANICI'S AND 11-S SL TPLIERS AND LICENSORS SHALL NO']' BE
LIABLE FOR ANY INDIRFCT, SPECIAL. IIC:IDLINTAI., CONSEQUI,"NTIAL. OR PUNITIVE
DAMAGES, WHEITHER 1`ORFS4"1f:ABI_,I` OR NOT. MIJ,J)ING BUT NO'F H)VIFFED TO:
THOSE ARISING OU'F Of: ACCE""ISS JO OR INABILITY '1'0 .FICC FSS 1 II11 SF RVICES.
SOFTWARE, CONTENT. OR RE'LATED TEKTINICAL Stl'"PPORT-. DANMAGFS OR COSTS
GR A N I C I t is I N C SIF R V�CE A ci R F,�,`_'M ENT 4 Vkjsion 4A) 1
RELATING TO THE LOSS OF: PROIATS OR RLVENUFS. GOODWILL, DATA
(INCIJ'UING LOSS OF L'�SF OR OF DATA, LOSS OR INAC0,J IRACV OR CORRIJ11TION Of,
i - ODS, SERVICES OR
DATA): OR COST OF PROCTIRLMENT OF St,J B S FITI,�T E G 0
TECHNOLOGY, EVEIN, IF ADVISED OF rfIF POSSIBILITY OF S(JCII DAN4A(.,&1S AND
EVEN IN THE, EVF,',N'F OFTHE FAILURE 01: ANY FXCf,-USIV1RFA-11:DY, INNI NO IVENT
WILL GRANICUS'S AND ITS SI,jPPLFLRS' AND LICLI'NSORS' LIABILIT)," I-IXC'f-,'I--"I) 1,111:
AMOUNTS PAID BY Client UNDL."R ]"HIS AGPEf,-Ml"N'I' RF(.-iARI)[.I-',SS FORM OF
PRof)L7C'I-
THE CLAIM (INC I,1,J DUNG WITHOUT HNIFIA110N. ANY CONTRACT.
TUTORY OR
I-LABILITY, OR FOR'J CLAIM (INCLUDING Nt',GI,,fGFNCE). STA
OTHERWISE),
8. CON[:[D[',NT'IA,LINI-"()RMAI"ION & O Nt,,RSIJlfl,
8A Colifidentiality,_0bi 4tions. Each party agrees to keep cont-idential and not
disclose to any third patty, and to use only for purposes of performing or as otheryisc permitted
under this Agreement, any Confidential Information. 1-he receiving part) shall protect the
Confidential Information using measures Similar to those it takes to protect its own confidential and
11-� I
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 ',N;ho'
are required to have the Confidential Information in connection with this Agreement and then only
11'such Representative is either SUbJect to a written confidentiality agreement or otherwise sillTject
to fiduciary, obligations of'confidentiality that cover the confidential treatment of the Confidential
hil'ormation,
8,-) E,cep-tiorlis. 'file obligations of this Section 8 shall not apply with respect to any
particular portion of the Confidential information if receiving part),, can prove by appropriate
documentation that such Confidential Information (1) was known to the receiving party as shown
by"the receiving party's files at the time cif disclosure thereof, (ill was already, in the Public d01llaHl
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 la\�, or
,government order to be disclosed by the receiving party, provided that the receiving party shall
(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, and (iii) use its commercially reasonable efforts at its expense to obtain SLICII
other protective orders anti protections with respect thereto as the disclosing party may reasonably,
recILICSt
8-3 Contract Use DiSCIOSUre, I'lle, terms and conditions of this Auncement may be
used by either patty to disclose the terms and conditions to other local agencies in an effort to
exhibit, the followingthe tern-is and conditions as fair and reasonable, or to determine the best
value. or for tuarketing purposes, or to further business development
9, DfSCI,0S1JRE OF AGRE LAJENFF, mri-ERLOCAL RR N rT. II.-'N' 'S
M Disclosure of 14reernelitTernis. The terms and conditions ofthis Agreement
may
be disclosed by either party to other public agencies for the purpose of such other agencies
purchasing SCMUS Under this Agreement pursuant to an interlocal or coopenative arrangement
I
with Client. In addition, Granicus nlav disclose the terms and conditions orf this At
greemQnI in an
effort to show that the teals ofl`crecl to another Public agency arc Jair and reasonable or to
determine the best value. It is understood that (3raniCUS shall not be I)rOCILIded frorn disclosing the.:
GRAMCUS,INC.SF--,izvici,1 At.,,RFEMENJ 5 VerNwn 4,01
terms and conditions of its form of Set-vice Aarcernent to any other third par at Granicus-s Sole
discretion and for arae=reason,
92 Included Parties. Interlocal ...,N—gregrict Pursuant to an riterfocal,
intergovernmental, or other such cooperative agreement with Client. (,iraniCLIS will accept orders
from, and will furnish the Granicus Software, Hardv,arc. professional Services, and Managed
Services as 01.1flined in, the Proposal to any governmental agency; or other public entity authorized
by Client to use the proposal. based Upon Substantially the sarne terms and conditions of' this
Agreement, with the exception of price schedules,
<<Please insert the agencies with which YOU have Interlocal Agreements with here>
93 Granicus agrecs to supply. sell. and contract
separately with other similar or related political SUbdivisions (i.e., colleoes, school districts,
counties. cities, etc.) of Client, based upon substantially the �anic terms and conditions of this
Agreement, with the exception of price schedule,., in an effort to establish the terms, and conditions
as fitir and reasonable.
to. rERM AND TERMINATION.
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MI Term. The term of'this Agreement shall coninicrice oil the date hereof and shall
continue in full force and cffcct for one (1) year after the date hercof, -['his A-reement shall
autornaticaliv renew for an additional three (3) terms of one (I) year cacti., awnless either party
notifies the other In writing at least thirt�_,,,, (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement,
10.2 Termination. This Avreernent inav be terminated, in vvhole tar- in palt. pOrsUant to
the followina terms and conditions'.
LI
(a) after one year from the Effective Date. by the ("'fient for-convenience. Upon
sixty(60)days prior vvritlen notice to Grani(Als:
(b) by either party if the other party materially defittilts or breaches this
Agreement and fails to CUI-C Such default or breach within sixty(60) days hollowing;receipt
of written notice from the non-breaching party,
1(f.3 Ri aht.s_LJ.Voij
I,erpijTiation Upon any expiraerrtion termination of this Agreernent,
11 l
and unless otherwise expressly provided in an exhibit to this Agrecrnent�
(a) Client's right to access 01' use the Granicus Solution, including Granicus
SofiANTare,terminates and Granicus has no ffirther obligation to provide any services;
t b) Client has tile right to keep any purchased HardNvarc, provided that Client
removes and/or uninstalls any Granicus Software oil S'Lich Hardware; -and
(c) Client shall ItTiniediatcly return file Granicus Software and all copies
thereof to Granictis, and within thirty (3)0) days of termination. "'Tient shall deliver as
written certification to CiraniCLIS certify ing that it no longer has custock ofam,copies ofthe
Granicus Software.
10.4 Obli 'Itions 1,Jpon any termination of this Agreement,
(iRANICUS.INC,sr rte A(,,RkIUImFIN,f as 4.01
(a) the pat-ties shall remain responsible for all,,, payments that llae become
due and ovsAng up to the ef'f*ectivc date of termination:
(b) the provisions of Sections 2,1, 14, 15t 4, 5. 6, 7,2, 7.' . 9.1, 100, 11, 12
and 13 hereof, and applicable provisions of the Exhibits intended to survive., shall survive
tcrinination of this Agreement and continue in frill force and effect.,
(c) pursuant to the Termination or F"Apiration Options Regarding Content
t,
attached as Exh-ibit-E, Granicus shall allow the (.7lient limited access to tile Client's
Content, including, but not limited to, all -video recordings, tirnestanips. 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 formal; and
Of Granicus has the ritylif to delete Content ii thin sixty (60) days of the
expiration or termination of this Agreement.
I I PATENT, COPY .IGH TAND TRADF St"CRE'r INFRINGEMENT.
ILI Intellectual
judemnity. SubJ cet to the terms and conditions of this
Agreement, Granicus will defend tine Suit brought by as third party against Client to the extent
based oil a clairn that the Granicus Sof*Vware infringes any, United States patent., copyright, trade
secret or trademark, and Granicus will pay any final_judgeanentrendered oil, or settiernent agreed to
in writing by Granicus with respect to, such clairri. Thesc obligations are contingent upon Client
promptly notifying Granicus in ,vriting of any claims or threatened claims, Granicus having sole
control over the defense and all neacitiations for settlement of any such claim. and Client giving all
reasonable assistance to Gratlicus in the defense and settlement ofthe claim. These oblipations are
further subject to Client being in compliance with its payment obligations under this Agreement.
Granicus will not be responsible for any settlement it does not approve in writing Ti-IE
FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONNIN FRINGEkI ENT., WFII�Cfl ARE
DISCLAIMED.
1 L2 Grani UIS'S ODtiQllS, If the Granicus Software becornes, or in Granicus's opinion is
likely to become., the subject of ail infringement claim, Granicus may., at its option and sole
discretion, (i) obtain for Client tile right to continue to use the Granibus Software as provided in
this Agreement: (ii) replace the Granicus Soffivare with another software product that provides
similar functionality, or (Iii) if Granicus determines that neither of the foregoing options MV
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the 6ranicus Software, In that event, and provided that Client returns or
destroys (and certify to such destruction of) ail copies of the GraniCLIS Sot!\\are in ClietWs
possession or control, il'any, Giranicus vi ill refund to Client all license fees pald by Client under the
current Agreement.
I 1.3 Lint iitations ofindemnity, Granicus's obligations under Section I I do not apply to
any clauils, damages or liabilities arising out of or relating to any of the following ("Excluded
Claims-): (i) the. corribination of the (,iranicus Software with any other sotivare. products.
hardware, component, process or material not obtained front (Ji-anicus; (ii) any niodification to the,
Gramm, Softv,-are (urdess made by Grarticus) 11' [lie alit-ed infrinoetrient arises from such
modification; (Iii) use of the Granicus Software in as ilianner not permitted by or in breach of this
Agreernerw, (iv) Customer's failure to use replacement or modified GraniCUS Software that
provides, Substantially similar functionality as the original Granicus Software and the replacement
or modified GraniCUS Software would have rendered the Granicus Software nonintringin- or (v)
GRANICUS- SF1Rvi(-r,, version ,0.1'
Granicus's compliance with Clients instructions. specifications or requiremcnis, Client wIII
indeninit'v and hold harmless Granicus with respect to ariv and all Fxcluded Claims,
lam. MISCULANEC)US.
12.1 Insuratire_-Reqtitreilictits. GraniCUs understands and Sao-ees to comply with the
standards and requirements that Client has set I'orth in the Insurance Requirements listed in flix-hil-b-ilt
F,
112 E x rt---
Restrictions, 'flic pat-ties will comply with all applicable kms. rules and
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regulations, including export la),Ns. in its perl'ormance under this Agreement. In particular, Client
Z�l
acknowledges and agrees that the Granicus Software and other materials provided by Granicus are
sub�ject to regulation by L,J.S. Government agencies and other governmental authorities. and Client
agrees not to directly or indirectly export. re-export or irnport any SUch materials without first
obtaining all required licenses and permissions.
12.3 Assi ment: Successors and Assi�,,ns. Neither this Agreement []or any rights of-
_�l It - - - - _
oblicyations herein may be assigned by Other party, by operation of la\N,, oi- otherwise. Without the
written consent of the other part\,; provided, h(,)wcver, that, without the consent of the Client.
Granicus mav assign this Agreement in connection v\,Ith a rnerger, consolidation, assignment, sale
or other disposition of the majority of Granicus's stock, or substantially all ofthe assets or business
relating to the portion of Granicus*s operations that is the sub feet of this Agreement. Th i s
Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal
representatives, successors and permitted assigns.
t 4 Amendment and Waiver, This Aureement may be amended, modified, waived oi-
canceled only in writing signed by each of the parties hereto or., in the case of a walverby the
party waiving compliance, Any failure bv either party to strictiv, enforce ariv provision of' this
Agreement will not be a \vaiver ofthat provision or any further default.
12.5 Govert'ii'ti,(z-I_,aw
w. The las of the f' C
State of shall govern the ,validity,
construction, and performance of this Agreement, without regard to its conflict of'lave principles.
E'xcept for actions for lrajunetive relief'relating to proprietary rights or enf*orcment or recognition
of any award or order in any appropriate Jurisdiction. actions relating to this Agreement shall be
brought in the state or federal courts located in and serving San Francisco County. California.
Each of the parties consents to the personal and exclusive aJurisdiction of that court fol-this purpose.
116 C'onstr'Uct'io'it _ at"id' Sev'crabili'q. Wherever possible, cacti provision of this
Agreement shall be intcrpretcd so that it is valid under applicable law'. If an provision of this
Agreentent 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 continLIC in full
force and effect,
117 Ind onttors. The pat-ties are independent contractors, and no other
m M4 -t _CI -rac---------
relationship is intended by this Agreement,
12.8 Counterparts, Tfns Agreement may be executed in two or more counterparts, each
of xvinch shall constnute an orl'ainal, but all of'which, v,'hen taken together, shall constitute one and
the same instrument.
"�RAMCIJS,INC.'S&MVR F AGA!,1',%1FNT
4 version 4A I
12.9 1"Intire,Agreenlent. This Aercernent, including the Proposal attached as t"xhibit A.
and other applicable exhibits (�, hich may include the Contact Information attached as, U."N'll-iblit- B.
the Hardware Exhibit attached as Lx1i'libitC. the Tradernark Inforniallon listed in kx'Whit D, tile
Termination or Expiration Options Regardiril- Content provided in Exhibit L and the Insurance
Requirements listed in Exhibit-_F). is the entire agreement of tile parties and replaces an,� other
understandings or agreements (whether oral or written) betvveen the partics regarding the mbJect
matter of thisAgreement.
Z,
12.10 Notices. All notices and other communications required or permitted Linder this
Agreement must be in writing and hand delivered or sent by registered first-c[ass mail, postage
prepaid or by overnight courier service. Such notices or other communications shall he effiective
L_
upon receipt if hand delivered, and ten (1(f) business days after- mailing (or, for overnight courier,
the number indicated in the mailing instructions) if sent, in the case of the Client, to the address set
forth below and, in the case of Granicus. to its principal eXCCUtiVe offices to the attention of the
Chief Executive Officer, car-at such other address for as party as may be specified by like notice.
`12'.11 Force Nlj�Lgttj�c. Other than payment obligations. neither party, is responsible for
anv delay or failure in perficyn-nance if caused by any event outside the reasonable control of tine
party, including without limitation acts of God, government regulations, shortage Ol'SUPpliCS. act Of
war. act of terrorism'. earthquake, or electrical, internet or telecornmunications outage.
13. DEFINITIONS.
In addition to the capitalized terms othenvise defined herein, the folloNNM,,, additional
capitalized terms shall have the meanings set forth below
13.1 *-Agreement" shall mean this Service Agreement,
13.2 "Client" shall mean the City of Redlands.
13.3).3 "Client tfse" shall trican any public streaming. document posting, podcasting, or
internal streaming that is not for system testing or validation Purposes by Client,
13A "Confidentiall Information" shall mean all proprietary or confidential information
disclosed or made available by the other patty, pursuant to this Agreement that is identified as
confidential or proprietary at the time of disclosure or is of as nature that Should reasonably be
considered to be confidential, and includes but is not lunited to the ten-ris and conditions of this
Agreement. and all business, technical and other ml-ormation (including %vithout limitation. as
product, set-vices, financial, marketing, engincering,., research and development information.,
product specifications, technical data, data sheets, sofiNkare, inventions, processes. training
rt anuals. know-how and any other inforiflatiCal 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); providedhov"ever, that
Confidential Information shall not include the C"ontent that is to he published on the kvebsite(s) of'
Client,
l3.5).5 "Content" shall mean any and tall. documents, graphics. video. audio. inlages,
sounds and other content that is streamed or otherxvise transmitted or provided by, or can behalf of,
the Client to Grarticus,
13.6 "Custorner Website" shall mean the Client*s existing website.
Vt�rsion 4,0.1
GRANICTUS,]\,,c.St,,Pvici:A(,r-,,!:i�lmi,,N,1 9
13,7 "Granicus"shall mean Gra ices. Inc,
13.8 -Granicus Solution" shall nican the Solution detailed in the Proposal. which may
include Granicus Software, Installation and TraininLy. klanaued Services. and Hardware, as
specified in Exhibit A.
i_11—--,
13,9 -Granicuts Soft-ware" shall inean all soffivare included with the GraniCLIS Solution
as specified in the attached Proposal that may include but is not limited to: MediaManagerTm
(Includes Uploader, Software Development Kit, (J) Creator. and Podcasting Services),
MinutesiMakefFm (includes FiveMariager). NlobileFricoder-1, VOIJ)"HISYSM-11"" (includes Public
Vote Display and VleetingMember). OLItCast"I Encoder (includes Meeting Server),
Stream Rep[icatof". and MediaVaulfr'".
13.10 "Hardware" shall Trican the equipment comp vents of the Granicus S011,16011, as
listed in Exhibit A.
1111 Aust ll`" shall mean a single instance in which the software is Set Lip and prepared
for use with the Granicus Solution.
13,12 "License Fee" shall mean the total cost of the GramCLLS Softvvare product, as
specified in Exhibit-A.
13.13 "Managed Services- shall mean the services provided by Granicus to CF ent for
bandvvidth 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 FAhibit-Al.
13,14 "Managed Set-vices Fee"shall Incan the monthly cast"of the 10anaged Services, as
specified in Exhibit A.
13.15 -'Meeting Body" shall rrican a unique board., commission. I�YCTIC\. Or C01,11161 body
comprised of appointed or elected officials that meet in as public capacity with the objective o I'
performing decisions through as democratic voting process (typically lollo,,vin'- Robert's Rules of
Order). Two or more Meeting Bodies aray, be comprised ofsorne 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 Bodics, at GraniCUS' sole
discretion.
13.16 "Professional Services" shall trican the installation. dcsign, kvebsite and template
integration, and training obligations as detailed ur the Proposal.
13.17 "Representatives" shall mean the officers. directors, employees. ag nts, attorneys.
accountants, financial rrdvisors and other representatives of a party,
13.116 "Site" shall mean an organization that is poverricd bN as single set of polic% and
budgetary restraints. For example, a city and its school district are considered separate Sites.
Aceptions may be granted at Granicus's sole discretion,
GRANICUS,INC,SERvicf:AGREEMENT 10 ve-sion-1.0 1
13.19 "Trademarks" shall mean all trademarks, trade names and logos of Client listed
on Exhibit D attached hereto, and any ether trademarks, trade names and logos that Client may
specify in writing to Crranicus from time to time.
Cox ATars,INC.SERvicE AGREEMENT 1 I Version 4.1:1
This Agreement consists of this Service Agreement a,,,, N.�ell as the following exhibits, as indicated:
Exhibit A-. Proposal
Exhibit B: Support Infort-nation
FIXI-11bit CHard,varc Exhibit
Exhibit D: Trademark Infonnation
Exhibit F: Tertninatiou or Expiratioii Options Regarding Content
Exhibit F: Insurance Requirements
GIR.ANICLS, ENC.
211
7
Bv:
Thomas A, Spengler
Its: ChiCf EXMItiVC OffiCel-
Address
:
568 HoNkard Street, Suite 100
Saii Francisco, CA 9410':,'
C1-FV )LANJ)S
BY:
Name; Pat Gilbreath
Its:
Address: 35 Cajon Street
Redlands, CA 92373
Gate; December 1.5, 2009
ATTEST:
LorrL6 Poyzer;/ y Clerk
GRANVUS,INC. `SI uicE A6RF.+A1FN'1 Versioii 4.0.1
EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally]
GR_NIC INC,SERVICE AGRE'lAlf-N Y - PROPOSAL A-] Version 4,0,1
Proposal presented to David Hexem,CIO
C n d s
PO Box 3005
Redlands,CA 92373
12/1/2009
1 of 8
�pa -,a
r a i c u 568 Howard Street,Ste 3()o
5)n f=ranc€sco,California 941}5
A
�,a�y 415-357 3618 wva�w.graniccrs.cee*a
City of Redlands
David Hexern,CIO 122/i/2IIIIg
ia email
[dear David,
Thank you for considering Granicus.It's been a pleasure to learn about the unique needs of Redlands. We took forward to establishing a rewarding,
long-term relationship with you,
We've prepared a proposal containing Granicus products and services tailored to your organizational and fiscal requirements
By seiecbng Granlcus, your organization will experience what our extensive government client base already has. that we're a trusted partner, And
we're the only company with the experiences and capabilities to integrate wrebcasbng and public meeting management technologies into your existing
legislative processes, software, and technical infrastructure.
With your Granicus webcasting solution, you'll be able improve public access in the most cost effective and efficient manner.
Granicus MediaManager" helps you easily set up an online repository of government webcasts and documents-all cross-finked, keyword-searchable,
and conveniently accessible on-demand, By using Granicus,you'll also minimize the impact webcasting has on staff time.Any employee can index in
realtime and take advantage of automated web publishing. MediaManager is a web-based application - so all your digital media and documents are
managed and securely stored at the Granicus MediaGenter'�. As a result, staff from different departments and locations in your organization can easil
56 Howard Street,Sty 303
ran s. FrandsCa,Cao§fora is 941 DS
415-357-3618 www granicus.com
u
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Proposed Solution Pricing' Summary
Recurring Gast
Item
_. . .. Cus
MMS monthly Managed Services 7 a0.40
rttsOt4� +�
�a �'" 568 Howard Street,Ste 30
,ran !Sw r*R Sart rrandsco.CafforWa 94105
415-357.3616 wwvwr.granicus,corri.
,
i
5 2 F fi A£ z.,x,.'t...�kl'-' dian ges ba ba, ces.sa"r' .. orde... . s u..
Wa,,._.'V iso u� 1 a .,x .
r„ifi, �*�;µri� .rs 7k r.xa.�ar �'; u�am.,,1 r4. ..,.u,.. �r5,9 Br.3 t(tt ,.�a;.
Recurring Cost Overview
mins Monthly Managed Services
Monthly Managed Service Charge* $750.00
*'The invoice for the first month's Managed Service Fees will be sent forty-five (45) days after the receipt of a fully executed agreement or the
receipt of a purchase order for the up-front costs,whichever comes first.The first month's Managed Servide fees will be prorated.All invoices are
due net 30. If you would prefer to schedule your Managed Service Fees on a quarterly,bi-annual;or annual basis please contact your sales
representative.
Managed Service Overview
Your Monthly Managed Service fee pays for ongoing support and
maintainence;of your Granicus solution, Below is an overview of the
services included.
*Agenda Parser Support& Maintenance(I parser)
* Bandwidth&Storage
* MediManager Support&Maintenance
* Outcast Encoder Support&Maintenance
* Web integration Support&Maintenance
• Continuous Product Upgrades
*Unlimited Access to Online Training for Certified Cranicus Users
* Proactive Relationship&Success Management'
of
art
t " 7 568 Howard Street„Ste of t
g r �.. : San:.F,rancisco,Catiforno, 105
SI5 357-3618 wwnwwr, €an°cus:roin
u „y, Y W,5 iv: # t" ', { 4 ebef rnun. a .. s a r t yn m
r rue ,,; ; s'-a3 anlin w.z�,.:.1�.�r ;-,. ,,....re;t„�d:gid. Yx„,�, .,.a .3�, v.��. ,. ,� �., �. 4, n �... wp (,i.ri't.,: C=,"`u„t r�8, .r, ,. . . Y+�
Network Assessment Summary
Your network assessment was completed on 2009-08-19 with Howard Pearce (MIS Administrator) and.teff Sweet ( ranicus Sales Engineer): In
addition to meetingour standard firewall and network requirements;the following changes were determined to be necessary in order for your solution
to perform optimally;
The City of Redlands is implementing a basic Gran icus solution, During bandwidth testing it appears that they have adequate upstream bandwidth to
support Granicus putting a live stream. There are some concerms over internal live viewers having enough downstream bandwidth to view live streams.
They are looking at adding an additional T-1 or possibly going to Verizon FtOS in the future. Outstanding items to determine: Encoder choice -rack or
tower. If rack then rail choices. AV Connections- Composite/'SNC or S-Video and XLR or RCA for and€o.:..
Your proposal is no longer considered budgetary.You can now use the figures from the updated proposal for budget requests and generating a
purchase order:
Bandwidth Budget
Internet Connection Type:T1. Single T-I Line
Able to generate ar 320kb Stream: Yes,
Meeting Time: undefined
Bandwidth Upstream: 1.5Mi3
Bandwidth Downstream: ].5M8
Current peak Down Percent Utilization:71-80%
Current Peak Up Percent Utilization: 21-30%
Live 24/7 Broadcasting: YES:
Number of Internal Users: 228.0
Number of Simultaneous Meetings: I
Estimated Number of Internal Archive Viewers.;3.O
Estimated Plumber of Internal Live Viewers, 3.0`'
Network Nates:
Network Connectivity
Static Public IP Address.YES>
Encoder Network location: Internal Network
Content Filtering: NO..
Firewall Port:
Cisco Security Agent:
Remote Access; USE LOGMEIN
oln Domain:
AN Et Hardware
Video Connection Type:
Audio Connection Type.
Distance from Encoder: Less than :5FF
Baluns
Encoder physical Location; AV Roomi'Meet ng Fadlity
Encoder Choose Now:Yes
Encoder Type
Encoder Rail Type:
of
300
(ggranicus. 568 CIBC a4t aUfor,Ste 105
Sary Fauacrsra,.Calatcame4#41135
415 357 3618 www,gcanvi.tas.raan.
Outing tiva-*netwartt i5S£sSm{*ikt trrOc'ss, changes'Nor,-d Elormined to t)�e:.(}rsci*S3:i(X'tj ottt,y.� co nt+
iryr yciut S+J iiA*.19rf t"r5*?rfufTn Gti tiro:l l;y.This.rYr fipr7 Sa4 c.3` ca�r�nt ta:i:
those chanictes.as Outlined art the Network fissessmr,nt Sutnar+ary:
Network Diagram
@granicus. City of Redlands, CA
Outcast Encoder Server v3.1
iaCentb LiveManager Workstation v3,1
(207:7.154.0/24)
P
Customer
/mom Firewall Static,Ptak IP
Internet � Addmss forwarded �l..ttSt.Qfrigr
to Private P over r. TCR Port 5tW AV Feed
Outcast
Encoder ,
7CP Parts
W443/7777
TO Ports
80/554/1755
TI
Public s
Viewers i
TCR mitts " �nx, �t1TCP Parts
30/443/'x`AII755 "1 3LN'44,1f7?�'✓
>, {t
,�.
TCP Pon&
Internal Viewers LiveMatnager
Ctar[ler MW Vic*M Workstation
`2~Ang
fDits€s-f3 uttd lntertm[Traffic t3ran o Ixterfe,jj T taft c
MRed-inbound Internet Traffic � ,,�;-r �. i t iffgt MBlack-Phy'SkAf Connections
UPdkter7 ,Itaqusk 11,2WO
6 cif
±
el ,
tra
? \\|cu�sa
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Granicus Professional Services
Granicus takes a proactive approach to every product implementation, Our professionals lay a foundation for success by analyzing your business
requirements and developing a deployment plan that speaks to your unique needs.The Professional Services model includes a dedicated team to
manage each step of the process,from design and configuration to testing and implementation. Granicus exceeds traditional deployment services
with personalized project planning and staff transitioning plans.All components of our personalized service model coalesce to smoothly integrate
your Granicus solution into your current network environment and day-to-day operations,
•
Turnkey:Turnkey deployments are a popular choke for organizations that require minimal integration complexity and the ease of a`plug
and play'solution.Granicus Deployment Engineers acquire the necessary hardware,configure software to your specific needs and complete
installation before shipping to appropriate personnel for quick and easy installations..
8 of
SUPTIORT INFORMATION
1. C�Mtact Inl`r,rrraatio,t, The support staaff`aat Granicus rnav be contacted by the Client at_ its
naailin- address, general anti support-onb telephone numbers, and via c-mail or the Internet_
(ar) Mia titr9-f;�ddrelss_ Ufa l may be Sart to tiae strplac.rrt staff at Granicuslte dquarters lorcaated at 568 Howard Street, Suite 300 :fan Francisco, t'aalil'orniaa. 94 10
(b) Tel ep-911- rulrl jer4., office s Gail*may he reached hed f1-exra 8M AM to ?:{fit`)
I'M pacific; time at (115) )57 3618 or tall-fine at (877) 889-5,195, The technical support
staff may be reached at (41 5) 655-2400 front 8:00 ANM to :00 I'M Pacific time, .After
hours or in case a teclaraical support curage€acY. the Support staff` rtaay tic reached at
(` 15)655-2414. twenty (24) hours a day_ seven (,7) days a week.
(e) Interric.t all F-1110 i1 (.outact I7fort�7ati art. fire \�ehsitc for
hula � vvw ararcus:wccttrr hi
requirements and detailed design doCHITIC111 shall be submitted illustrating the complete
financial terms that goveril the SOW, Proposed pro.Ject staffing. anticipated project
schedule. and other information relevant to tile Pf'0JcCL SUCK enlimicemerits' of-
niodiricatr011s shall become [)art ofthe licensed Granicus Software,
5.2 A.�cepjLajlcc, Client understands, that all work contemplated bx this exhibit is oil a
"time-and-materials" basis unless otherwise stated in the SOW, Within ten 00) business
days of Cirallicus's cornpictioll
of the Milestone, if' tile SOW and delivery of tile
applicable enhancernent/modi fie ation to ('.,Iiellt Client NVill provide ''lic"t with'written
notice of its acceptance 01' "Ciect'011 of the ciiiiaticeiiieiii"fiiodificat'ol), based oil the
acceptance criteria set forti, in the SOW. Client agrees that it Will not re-Ject 'Itl),
en hancement/mod ificat i oil so long as itAlbstantially complies ' ith
the acceptance criteria,
53 Title to N
------- All such inodifications or enhancements shall Inc the so is
Property of the Granicus.
6. Li nitation o ,
--n—f 1
....-abil=ity E. cf.usi-ve-R,erfuLd , FN Tl ll,' FVF�INT OF ANY IN'Fl-1RRtJPTION
y
GRANICUS'S SOLE OBLIGATION', AND Cl. IEN'l-S EXCjjjSIVFA
BE
COMMERCIALLY REASONA1,31-F EFFORFS TO RESTORE
FOR GRANICUS TO L SE'IT ' DY. SI I ALl-,
ACCESS AS SOON AS REASONABLY POSSlfqj--,
JFm1q1'Su1.)1)ot-1 111 rntalionl
GRANKA:S, INC', SV-RVici-,-AGRUIME.,N`� SLA B-2 VQrsion 4.0.3
EXHILILFF C'
CI ANI .I_"S, INC.
HARDWARE EXHIBIT
THIS HARDWARE I XHIBIT is entered into by Ciranicus and Client, as all attachment to
the Service Agrec trient between Granicus and Client. for the use tint"tile ll.arclwarc components of'the
Granicus Solation, (tile "Hardware-) by (iranicus to Client. This exhibit is an additional part of
the Service Agreement and is incorporated therein by reference, this exhibit clots not clrauLe art}
terns of the Service Agreement except to the extent it i, contrary to the Service ,°reenacts-,
Capitalized terrtaa used but not defined in this exhibit have the meanings ai,r_n in the Service
Agreement,
1. Purchase Price. Tile purcha,
Proposal. price for the HardwareHardwareIrall be tyle price ,{)ecifi€rI in the
2, Title anti Delivery. Any schedrrlracf ship date quoted is approximate and not the essence of
this exhibit, Delivery is F.O.B. Granicus's point of shipraient. Ciranicus will select the shipment
method unless otherwise mutually agreed in writing, The risk of loss passes to Client upon
delivery to the carrier at Granicus's point of shipment. Granicus retains title to the Hardware.
Granicus retains title to and ownership of all GraniCus Software installed by Granicus on the
Hardware, notwithstanding the use of tine terns "sale„or"purchase.'!
1 Acceptance, l se of the Hardware by Client, its agents, employees or licensees; or the
failure by Custorner to reject the .Ilardware within fifteen t I l days ('011OVving delivery of the
Hardware, constitutes Client's acceptance, Customer may only reject the I lardy are if the Hardware
dues not;conforru to the applicable written spcc.ititations:
T. Hardware Warranty, Granicus will provide to Client arty, warranty provided by the
manufacturer- with respect to the Hardware, Granic;rts shall repair or replace any Hardware
provided directly trorn Granicus that fail-` to Function properly duce to normal tivearr and tear;
defective workmanship. or defective materials as long as cinch Hardware is then under the
manufacturer's warranty.
5. Service Response Time, For hardware issues requiring replacement, Granicus shall
respond (via written or verbal acknowledgment) t,tw the request made by the Client within twenty-
four(24) hours. Hardware service repair or replacement will occurwwxithin severity-two (2) hours
Of'tile request by the Client. not including the time it lakes for;the part to ship 'and travel to the:
Client. The Client shall grant Granicus or its Representatives recess to the. Hardware for tite
purpose of repair or replacement at reasonable times. Granicus Will keep tile Client informed
regarding the time frame and progress Of tile repairs or replacements,
h. DISCLAIMER I AI ER WARRANTIES. NOl-Wl'1 lIST A DING A,IAI 1 L.'vAN(f.
I'ROVIDEI I..NDER SECT"IC.r:s' 5 ABOVE. I'IvE SC LF', WARRANTY ON `Illi:` HARDWARE
IS ANY MANU �AC`°l`l}REWS WARRANTY ,AS PROVIDED IN SEC"I°IONT 4 ABOVE, AND
GR NICI S DISCLAIMS XNY AND ALL EXPR .SS. IMPLIED O STATUTORY
'WARRANTIES, INCI. ''DING THE INIPLIE "'.�AI� A
R `w1111 S (fF FITNESS I=t)# A-
I'AR I ICIM LAR PLIR OSE. OF' ;A'II:.ICC:IIAN'";AIII1.11"Y AND ,AtA AIMS;'Il?tiFRfN ,;F;AIl N'l',
WITH ISESPI.t,"T 1Cf TIL HARDWARE,RE, 'NO PERSON IS, A[.tl {" ORIFI",1y TO MAKE ANY
WARRANTY t.IR RLPRI=SE l tATIO Clic I:I1°IIALF OF'C,R ANIC 1;S.
r:UtzANIC.es. INC,Sr=rr.VtcE,•46tri`Evrr.r,r.,-H,wRDW MC; C-I
Version 4.0.1
CONSEQUENTIAL, F-IXEiVIPLARY. I''DIRf." T SPECIAI.., PU II'IVI,: OR INC'II)I_?S'IAl,
D SMI AGES ARISING C)U!T O OR EXHIBI I IN(T UDINC;
EINIFFATION LOSS Of, PROFTE., WIIIw EHER SE.=Kl] I.I.BILI IA' ARISES UNDER
CONTRACT. FORT (INC'LU'DING N GlJ( NCI.:), ST IC I CJAB11tl 1 Y OR
OTHERWISE, EVEN II GRANIC"E S HAS F3I:EN ADVISED I OF �ITIE, pos. SII3ILI IY CII SUCH
E)M I� GES OR IF SUICH I I D�'VIAGF,' (lO I-D HAVE BET REASONABLY FORE�SE.EN. 1
NO EVE. I' FIEF.. GRA IC LS`S LIABILITY F0 C'H1:N'I'_ARISING C)I.T tilt OR REI-A IN
TO THIS EXHIBIT EXCEED D .T"I-II=, 'uFO[,NT OF "I'III:= I'I E�C:`IiF"�SE.{ PRICE PAID To
BY C l- S TOMER FOR I"FIFs EI<` R64ARE .
HAf.DWRF' C-2:
Version•I.i:L 1
EXHIBIT t)
TRADFMARK INFORMATION
Cir ern ic,ris It;jjsl ei ecl
r� 33 "r
i u
t� a
{lt{
t
Granieus logo as a mark
Granieui`"'
Itis CdI,IV rtrlt ,
Mobile Lncodc r'
ClcrtCdSt Fncod r
`treanrReplicatork
Gran icus Trademark Name '"
Integrated Public Record"'
Intelligent Routinc,,M
l:rnkedMrnutcs"
LiveMr eager
Mcd6Center,,,
MedlaManager
Meet IngMembeC3.10
Meet ingServer R:
Simulcast Encoder"'
oder' {
VoteC ast"„
voteCastYui
Class IC
Votc(,.1st ,,,f'OLICII
C Bent Trademarks
ORANWI-IS,It4C-Sr P%, r. Ak-lfat+rmf M fhA.r,l_MARK Vorsion 4,0-1
EXHIBIT E
TERMINATION OR EXPIRATION ()I''I"IONS REGAIMIl'G CONTENT
EN
In case oftermination h,�, Client or expiration ofthe Service Agreement. Granicus and the. Client
shall work tog tltcr to provide the C hent with as copy of its C ontcnt., "I he Client shall have the
option to choose one ('1) ofthe following methods to obtain a copy ofits; Conicrati
• Option l; Video tiles on DVR and as compact disc: ((`1)) that contains the index find clip
name data in CSV or XML format will b created and sent to the Client. ['his option haat
result in an additional charge. to Client.
• Option ?: Provide the. Content via download from 'vIediat'vlanag,er or from as special site
created by Granicus. This option shall be provided free of'charfge.
• Option 3: Granicus shall provide the means to pull the content frrorn the: l'vlediaVault in
CSV or XNML formaat. This option shall be provided free of Charge.
The Client and Granicus shall Nvorl together and make their-Best efforts to transfer the Content
vvrithin thesixty(60}day termination period. Granicus has the right to delete Content from its
servicecafier sit (trCf) clan.
ll.r.ANHCIJSs NC SYr24`(s:,-�4iftr r^v'i.:'v`�`� 't?:5�.�.,'�9�'t{1f 3r�� [",�f.:. Version 4'0'.l
EXHIBIT F
INSURANCE REQUIREMENTS
[The remainder of this page is left blank intentional IN']
GRANICUS,INC.SERVICE AGREEMEN"! - INST-1;RANCE F-1 Version 4.0.1