HomeMy WebLinkAboutGranicus - Agenda Management Software -2013-ñ
.E^ozÕ
cD =U.J Ocfa
LlOO-ø
EoOı
=O
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of August 16,2013 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and The City of Fresno (the "Client"), a municipal corporation.
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client
Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this
Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
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 Exhibit A. "Managed Services" shall mean the services provided
by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly
cost of the Managed Services, as detailed in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and./or its third parfy supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive license to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to Granicus and protected by intellectual property
laws and international intellectual property treaties. Pursuant to this Agreement, Client may use
the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the Client's Managed Services will also result in the immediate termination of the
Client's Software license as described in Section 2.2hereof.
2.3 Limited Warrantv: Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with its applicable written specifications for as long as the
Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach
by Granicus of this warranty is to notifu Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunþ to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
Page 1
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly outlined in the Proposal.
3. PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Fifty percent (50%) of all up-front fees are due upon Granicus' receipt of a
purchase order. The remaining fifty percent (50%) of up-front fees are due upon completion of
deployment. Quarterly billing for Managed Services shall begin upon completion of deployment.
Client will be invoiced a pro-rated amount from the deployment completion date through the end of
the quarter. Thereafter, Client will be billed each January 1, April 1, July 1, and October l. Client
agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice.
3.3 Granicus, Inc. shall send all invoices to:
Name:
Title:
Address:
3.4 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of
Labor and Statistics website ) or three (3) percent a year on Client's
Managed Services Fee, whichever is larger.
3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Onsite Training. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100) percent of the purchased training costs and all travel expenses, including
any incurred third parly 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
ftfty (50) percent of the purchased training costs, including any incured third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
3.6 Additions. Granicus, at its' sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or
improve user satisfaction. During the initial period of this Agreement, the Client understands that
Page2
the use of these additional products is included in the originally agreed upon monthly managed
services fees.
At contract renewal, the Client acknowledges that this added functionality may have
additional monthly managed service charges associated with it and that monthly managed services
rates on renewals may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibilitv 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
transmiffed, 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 pomographic
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 affached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the
other Parfy's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
party, which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, non-
infringement of third parry rights, and fitness for a particular purpose. Granicus does not warrant
that access to or use of its software or services will be uninterrupted or error free. In the event of
any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to
restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
Page 3
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the loss of: profits or revenues, goodwill, data (including loss
of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute
goods, services or technology, even if advised of the possibility of such damages and even in the
event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and
licensors' liability exceed the amounts paid by client under this agreement regardless of the form of
the claim (including without limitation, any contract, product liability, or tort claim (including
negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
that is identified as confidential or proprietary atthe time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to the terms and
conditions of this Agreement, and all business, technical and other information (including without
limitation, all product, services, financial, marketing, engineering, research and development
information, product specifications, technical data, data sheets, software, inventions, processes,
training manuals, know-how and any other information or material), disclosed from time to time by
the disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, or by inspection); provided,
however, that Confidential Information shall not include the Content that is to be published on the
website(s) of Client.
7.2 Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this Agreement, any
Confidential Information. The receiving parly shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative is
either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of
confidentiality that cover the confidential treatment of the Confidential Information.
7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is
required by law or government order to be disclosed by the receiving party, provided that the
receiving palty shall (i) notiff the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for eighteen (18) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (l) year each, unless either party
Page 4
notifies the other in writing at least thiúy (30) days prior to such automatic renewal that the party
does not wish to rene'w this Agreement.
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thiny (30) days of termination, Client shall deliver a
written certification to Granicus certiffing that it no longer has custody of any copies of the
Granicus Software.
8.3 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4,3,4,5,6.7,6.2,7,8.3, and 10 of the agreement,
and applicable provisions of the Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus'Options. If the Granicus Software becomes, or in Granicus'opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certif, to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Gianicus will refund to Client all license fees paid by Client under the
current Agreement.
10. MISCELLANEOUS.
l0.l 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 parly to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
Page 5
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 Construction and Severabilitv. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force 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.
10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client expressly understands that the third parly is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third parfy.
[The remainder of this page left blank intentionally]
Page 6
This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representatives,
GRANTCUS, rNC.
Tom'Spengler
Its: Chief Executive Officer
Address:
600 Hanison St, Suite 120
San Francisco, CA 94107
By:
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Deputy City Attorney
CITY OF F'RESNO T
By:
Name:
Its: !-
Address: 156
Fr=5rno, CA ?3Zzl
Date:
PageT
EXIIIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
Page I
@91'.gnls,lJ"9.
Fr*püsæ[, fcr
Ctty cf Fresr]tr
Government Transparency, Efficiency, and CoItaboration Sotutions
Proposal presented to:
POC; Yvonrre Spence
Date B-5-1 3
91-,,9n[9u.1.
i:iiri';* i,J: f i;:ii ii¡ iii'
8-5-1-3
ir! .'t f i í..'q II ',. I i t :- . l i
Dear Yvonne,
Thank you for considering Granicus, we're excited to support Legislative Management
initiatives/needs. lt has been a pleasure to work with the City of Fresno for the last 5 years. We look
forward to establishing a rewarding, long-term relationship with you.
On the following few pages, you will find a breakdown of the needs that we have uncovered,
proposed solution, some of our key differentiators, detailed pricing, and a checklist that outlines
next steps.
Primary Business Mission
During our conversations and assessment of City of Fresno's primary business challenges, we
discovered the following issues:
. City of Fresno wants to automate and improve Legislative workflows around document
creation, version control, and approval tracking by creating full visibility and immediate access
to Legislative items in a central and secure depository. This would solve a key problem for
searching council information and policy which is cumbersome for Elected Officials, Staff, and
Citizens
Problems
o Semi automated process for creating agenda
¡ From SharePoint to Agenda build there is much cutting and pasting
¡ lt is time consuming taking supporting documents and making a link for each item for the web
r Takes time and money for copy center to build out two agenda's. This is a duplication of
process
o There is no search engine to search council documentstherefore making research verytime
consuming
. High Paper consumption and cost
o Minutes take almost a weel< to complete
our
our
Ðgl'sR[-c,,1¡"1.
I i il :r
I
Solutions
We have discussed some specific ways to address the challenges City of Fresno is facing. Below is a list
that I believe represents the best possible solutions.
o A solution that stops the manual flow of legislative items
o A solution that provides a single work flow
o A document creation solution
. A legislative tracking and FYI solution for when legislation is moving through the systemo A solution that would allow document, agendas and minutes to be created, tracked, and edited,
utilizing a software that is user-friendly
r An lndexing tool to identify certain information and make legislation more searchable
¡ A solution that allows multiple users to work on a document
¡ A solution that categorizes/organizes information/documents in an easily usable manner for
the tracking of legislative items
o A solution that allows elected officials to Governor on the ipad, by reviewing agendas,
annotating and bookmarking items and supporting material on line and off line. The solution
would sync to Legislative Software Solution and could be emailed and searched.
¡ A solution that can expand to an electronic voting system,
r A solution that has an API to integrate with existing City's Software solutions. i.e. video,o A solution that can expand to indexing live video and cross referencing legislative items with
video content
¡ A solution that would upgrade easily to an automated minutes solution.
¡ A solution that can automatically publish content to the web
Value and lmpact of Success
We discussed how City of Fresno would measure and determine success with proposed Granicus
solutions. The following were iterns that you wanted to achieve:
o Savings in time by staff
o Positive feedback from public because of search ability
o An easier transition to get elected officials to use iPads for paperless agenda's
o Minutes Clerk would have a more time because of automated workflow and less for council to
have to read
o Searching the leglslative history would be valuable for staff and citizens
o Decreased steps in the agenda creation process
o A solution that allows the public more transparency
o A user friendly and simple public facing navigation for searching and reporting of legislative
history
o A solution that makes its rnembers and staff look innovative
Ðg[gnl-c.,1J"1.
o A solution that is future proof - i.e. integrating new solutions when appropriate. This again will
save future costs, byhaving a companythat produces newtechnology and integrates with
existing solutions.
¡ A solution that includes all future software upgrades
Plan
City of Fresno would like to "go live" with its first meeting by Q1 of 7014 We can typically deploy new
solutions within 60-90 days from receiving the Purchase Order. ln an effort to keep us on goal with
your preferred "go live" date we will need the PO and authorized service agreement submitted to
Granicus by August t5,2OI3
Over 900 jurisdictions have selected Granicus as a partnerto help them build trust with citizens, reduce
staff time spent on processing meetings, and engage citizens in productive new ways. Granicus has
over 35 years of government-focused experience, which has alfowed us to develop tools with
government in mind and meet the market demand. We hope that you enjoy being part of the Granicus
client family.
Most Sincerely,
Tom Duncan
Software Sales Executive
91.6-230-7L52
Granicus, lnc.
i.t,i (,,f.rt :1,r,i
Ðgl'sniçH"r.
¡ Open architecture and SDK
r Archived video editing and indexing
o Citizen web portal
r On-demand streaming to mobile devices*
. Available for on-demand playback only
Legislative Management Suite
The Legislative Management Suite offers a con-rplete and automated agenda workflow solution. Create
agenda items and assign them to the appropriate agenda, making agenda creation seamless. ltem
approvals are done automatically - approvers are notified when it's their turn to review, Seamlessly
connect agenda data to the iPad to review agendas and support documents, take notes and more
through the iLegislate application. Capture all meeting actions afterthe meeting into the public record.
Plus, you can organize and store electronic documents of any file format in one repository. All
documents are automatically tagged and indexed, making search and retrieval easy. This Suite also
allows you to track legislation from inception through approvals and actions taken, Click here for more
information on the Legislative Management Suite.
l\ !
f - I l il ii i'' r;i' '' I
i{to,ú
=-ì-.o Agenda item drafting
o Electronic approval process
r Agenda packet generation and publication
o Organize, store and retrieve documents
o Continuous legislative workflow
r Track and search legislative data
Submlt Agenda
Items
&
#
ÐgrgntçH"fl'[' ['r. ,i ;'l , i',.' ¡
Bucjgetät1r lmpäci
Proposed Sotution
Granicus@ Open Platform
*Ð9rqnrgus.
Ì!.
Meeting Efficiency Suite
The Meetirrg Efficiency Suite is a live meeting workflow solution that combines minutes with a
meeting's recording. Capture anci publìsh nrinutes, saving staff tirne and cutting administrative costs.
Record roll-call, agenda itenrs, speakers, motiot.ts, votes, and notes through a simple interface. After
the nreeting, finalize nrinutes quickly arrd easily in Microsoft Word'"n. With VoteLog, allow the public to
tracl< legislation, ordinances and even voting menrber records tlrrouglr your website. This Suite also
allows you to seamlessly integrate u"rith agenda solutions already in place. Click here for more
information on the Meeting Efficiency Suite. .. ,, " .
¡ Meeting preparation tools
c Live minutes automation
Quick notes and text expansion
Minutes editing and publishing
Generate linked minutes
Government Transparency Suite
The Government Transparency Suite gives your citizens greater access to public nreetings and records
online. Take the next step towards transparency and streanr meetings atrd events Iive, link related
documents to Vour vìdeo ar-rd provide advanced searching of archives. The Government Transparency
Suite gives you unlimited cloud bandwidth and storage as well as local live and on-demand streaming
for up to 50 concurrent viewers. This Suite also allows you to connect agenda data to the iPad to
review agendas and supporting documents, take notes and nrore through the iLegislate application.
Click here for more information on the Government Transparency Suite.
Stream unlimited meeting bodies and events live
lntelligent media routing
lndex video in real-time and link to relevant materials
Build reports and analytics on visitor trends
Paperless agenda for the iPad
Offer downloadable media formats
ts I L \! lrLr;: i!:-lr( ¡J
a
C
a
c
t
t
I
l
I
Ðgrgniç,H.Î,i:: i q; l,)( ¡ fii; i
a
a
a
a
Ð9rgR[çu.$"
l/tù:c,'ttngi lieìf vic ri:',
Granicus Meeting Services provide turnkey solutions for public meeting needs, Our Meeting Services
solutÍons take public meeting efficiency to the next level br¡ eliminating the need for staff to manage
any webcasting technology during the live event, The Granicus staff handles all webcast production
needs to ensure that your meetings are successfully captured and delivered over the Web.
\(re¡[-¡c iis t ! t1g 5e:t v ì r t'::.
Granicus provides fully-managed live and on-demand streaming of public meetings and events,
Meeting videos are fully searchable, indexed to agenda items and cross-linked to supporting
materials, providing your audience with a cornpletelir integrated public record.
Reach the broadest audience possible over smart phones and mobile devices with cross-
platform compatible archived webcasts. Plus, our Dèsign staff'will create a portal for webcasts
that matches the look and feel of your existing website, offering a better end-user experience.
C Iersc d C rri"rtic]rii r¡g 1rÈ,' r'vice e
Engage new audiences and support ADA (Americans with Disabilities Act) compliance with
closed captioning for your meetings. Give your audience greater accessibilitr¡ and allow them to
search archives for any word spoken duringthe meeting. Captions can be recorded in real-time
or added to archive meetings.
CertifiecJ Tra nscriptìiCIn Serrviees
Produce a complete, word-for-word transcript and give the public a written account of your
meeting, Transcripts can be attached to archived videos and published online as supporting
documentation. This service is available for archived meetings only,
Mi nutes Anrlc¡tation Serv'ices
Let Granicus help you cornplete and produce your meeting minutes. Stay coRs¡stent with your
previously publÍshed minutes documents and choose your preferred format: action, summary,
or verbatim. Minutês can be delivered as Word or PDF documents and published to your
website. This service includes post-meeting video trimming and time stamping.
/+udic¡ a¡ld \¡isuaI FrocJuction Serviees
Ðgrgn[ç[J.9.i"l(;iir ,:jr i
Rely on experienced AV technicians to ensure that your meeting is flawlessly captured. We will
work with you to determine your live meeting needs and can provide the following services:
Cameras and Microphones
We can provide an audio and video solution to fulfill the customer's needs. We offer a variety
of camera and microphone configurations and will work with you to find the setup that best
meets your need and budget. All options include onsite technicians who setup, manage and
strike equipment.
Additional Equipment
Granicus can also provide an'd support the following items for any event:
. Lighting
. Projectors and screens
. Phone interfaces
. Teleprompting
lr ¡eiei->l il rll a ttci F: uL¡[il Ití tirl
For organizations short on staff or resources, allow Granicus to index and publish media content for
you, Events will be setup and recorded in MediaManager. Once a meeting is complete¡ your archive is
trimmed, time stamped to create easy to navigate jump to points, and published online.
Aclvanced H¡lcad'ittg Services
Encoding services allow our clients with existing media recordings to have files re-encoded into
Granicus' preferr.ed formats (WMV, WMA), Recordings will be trimmed and uploaded into your
specified folder in MediaManager. Granicus will accept files in various forrnats íncluding VHS, DVD, CD,
Dv Cam, HDV, Beta SP, Beta SX, most digital files, audio cassettes, and more'
FuÞtic Disptay
Help your audience follow fast-paced meetings. Display live meeting actions including current agenda
item, vote results, and speakers over large monitors both irtside and outside the meeting chambers.
push this information to the Web or display results on TV through your cable feed.
Perf ormärrce Acce [erator
Ð9rgniç,tJ"l.
ÐgrgniçlJ"l.
¡iê.r-r ê gÊ cJ Sc r vÍ c"Ë :.
Granicus provides a comprehensive Managed Services package with ever"y solution to ensure long-
lasting success with our technol'ogies while rnaximizing 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 lT 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.
9[gntçH.t,
, Professional Services
Encoding Appliance
Hosted Web-Based Appl¡cat¡on
Agenda Parser
, Meeting Software
Workflow lmplementat¡on
;'---
r Onsite Training and Meetìng Support
¡;rt;u;i" ;-l"d ont¡ n á riã¡ nìn g se rìès
!-_-_-- orr¡t" rri¡"ing in¿ vl."t¡Àe lr'pïoir-
; Legislat¡ve Portal Website lntegration
Docum€nt Assessment
)
I
I
I
¡"--l
I
I
I
applications in meet¡ng chambers.
| L\ayl I On-premise support and mentorsh¡p to gu¡de
i 1 MB* | Sys Admin users during a l¡ve meeting.
On-demand online train¡ng courses accesslble
Standard media player and media portal ,
embedded into customer's branded website. I
curtor a"s[ì ana lntegration of tr.d¡. Bb;¿;--i
and media portal to match the look and feel of ,
UC ç$!g19É_$!4ed website.__ __ _ )
Standard portal for legislatlve information that I
matches the look and feel of customer's branded iwebsite. I
A.ilysì;of ã¡rer'rtaoir-mÂì-trayãutstó"n-rrcl
| ¡ i 5Dav I Liveonlinet ningprofessional6 hrs/ i I Izhrs/ I .-"_::'. ., I -'";:':l-:' '|rrr6 vrL
SUsers ; i 1MB i LomDow/ llnaclassroorllOnsitei-i-- -"-1
- t.s órvi i- s o* --îrni";ril"- n ,ì-*,. ìr¡"ntr;i
i i 1MB+ | combo'w/ ilocationtoa needs.
j One-time installãtion of an on-premise unified
¡ encodinB and storage appliance.
- -
| n.ìiuut¡on ot , t'ortJ r"i¡. .nO .on*n,
i management applicatìon.+.---I Installatìon of the agend¿ parser to read and '
: parse documents automat¡cally.
i : anytime, anywhere.. I -.-- -- --.r-
41 t--t i S Oay I Live online t ning professional
Online
@9r"gntç"ïJ"$.i-i f ,i
{:r a rrie r-r:, l}iff er s"enti¿it i;rs
a
a
a
a
a
o
a
a
a
a
a
a
a
J9rcntcu,s.
P u I I f ro m Le,.sI]I l^q¡-tql_!.9 Ê (,t o r ¡- a ¡c_,s! i. li e ¡.
15
EXHIBIT B
SUPPORT INFORMATION
l. 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 600 Harrison Street, Suite 120, San Francisco, California,94107.
(b) Telephone Numbers. Ofhce staff may be reached from 8:00 AM to 7:00 PM
Pacific time at (415) 357 -361 8 or toll-free at (877) 889-5495. The technical support staff may be
reached at (a15) 357-3618 opt 1.
(c) lnternet and E-mail Contact lnformation. The website for Granicus is
customerca[e@q ran icus. com.
2. Recognized Client Representatives. Granicus strives to provide unparalleled support to its
Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus
Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy
services shall participate in and complete the training program that is suited for the Granicus Solution.
Once a Client Representative completes the training, that Representative will be recognized in Granicus'
internal system as qualified to receive support and ongoing education services. All Client Representatives
are eligible to receive technical support services, regardless of participation in the training program.
3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account
manager or technical support engineer will respond directly to the Client via phone or e-mail with (a) an
assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve
the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus
receives the Client's call or e-mail noti$ing Granicus of an issue or the documented time that Granicus
notifies Client there is an issue. Granicus reseryes the right to modifu its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution willnot 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 two (2) days prior notice for any
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice, if any, as possible under the circumstances.
5. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and
Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW").
Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the
specific project that shall define in detail the Services to be performed. Each such SOW signed by both
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal
including all costs pertaining to furnishing the Client with the enhancements/modifications.
Page 9
5.1 Documentation. After the SOW has been executed by each pary, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project stafhng, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-
and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancemenlmodification to Client, Client will provide Granicus with written notice of its
acceptance or rejection of the enhancement/modification, based on the acceptance criteria set
forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. Limitation of Liabilit-v: Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSNE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
[End of Support InformationJ
Page
10
EXHIBIT C
GRANICUS,INC.
HARD\üARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service
Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the
"Ilardware") provided by Granicus to Client. This exhibit is an additionalpart of the Service Agreement
and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the
meanings given in the Service Agreement.
l. 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 ofthe term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, orthe failure by
Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the
appl icable written specifi cations.
4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall
respond to the request made by the Client within twenty-four (24) hours. Hardware service
repair or replacement will occur within seventy-two (72) hours of 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, Inc. or its representatives access to the equipment for the purpose of repair or
replacement at reasonable times. Granicus, Inc. 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), STzuCT 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. tN 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
Page
LL
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
warrant¡r, should the Client decline these recommended tools, certain levels of service and warranty may
not guaranteed.
7. 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
waruanty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails
to function properly due to normal wear and tear, defective workmanship, or defective materials.
8. 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.
9. 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.
[end of Harùware ExhibitJ
Page
12
EXHIBIT I)
TRADEMARK INFORMATION
Granicus Registered Trademarks @
granicus"
Granicus logo as a mark
Granicus@
MediaVault@
Mobile Encoder@
Outcast Encoder@
StreamReplicator@
Granicus Trademark Names rM
Integrated Public Record'"
Intelligent Routingl"
LinkedMinutes'"
LiveManager-"
MediaCenter'"
MediaManager'"
MeetingMember'"
MeetingServer'"
Simulcast Encoder."
VoteCast'"
VoteCast'" Classic
VoteCast'" Touch
Client Trademarks
Page
13
EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service Agreement, Granicus and the
Client shall work together to provide the Client with a copy of its Content. The Client shall have
the option to choose one (1) of the following methods to obtain a copy of its Content:
o Option 1: Video/Audio frles made available through optional media: data CD, extemal
hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be
included providing clip information, and/or legislative content.
o Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of charge.
o Option 3: Granicus shall provide the means to pull the content using the Granicus
Application Programming Interface. This option shall be provided free of charge.
The Client and 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.
Page
t4