GRANICUS INC SERVICE AGREEMENTGRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement "), dated as of October 22, 2013 (the
"Effective Date "), is entered into between Granicus, Inc. ( "Granicus "), a California Corporation,
and City of Clearwater (the "Client ").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client
Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this
Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the
Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
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 party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non - transferable and
non - exclusive license to access the Granicus Software listed in the 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 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with 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 notify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software.
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 1. Client
agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice.
For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is
complete once the software is installed, tested and deemed by Granicus to be ready for Client's use.
For Legislative Management deployment is complete once the hardware and software are installed,
tested, and deemed by Granicus to be ready for Client's use, and the Legistar database is
configured for the Client. The database is considered to be fully configured after the final Needs
Analysis Call.
3.3 Granicus, Inc. shall send all invoices to:
Name: Dan Mayer
Title: Information Technology Director
Address: PO Box 4748
Clearwater, FL 33758
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 party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty -four (24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
Page 2
fifty (50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
(but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e- mail /spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the Client
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the
other Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non - exclusive, non - transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
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 party 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,
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
Page 3
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 at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to all business,
technical and other information (including without limitation, all product, services, financial,
marketing, engineering, research and development information, product specifications, technical
data, data sheets, software, inventions, processes, training manuals, know -how and any other
information or material), disclosed from time to time by the disclosing party to the receiving party,
directly or indirectly in any manner whatsoever (including without limitation, in writing, orally,
electronically, or by inspection); provided, however, that Confidential Information shall not include
the Content that is to be published on the website(s) of Client. The parties understand that Client is
governed by the provisions of the Florida Public Records Act and must comply with same.
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 party shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative is
either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of
confidentiality that cover the confidential treatment of the Confidential Information.
7.3 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 party shall (i) notify the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its
expense to cause such disclosed Confidential Information to be treated by such governmental
authority as trade secrets and as confidential.
8. TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
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 (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
Page 4
8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of the
Granicus Software.
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, 6.1, 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 certify to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of Florida shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
Page 5
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
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 party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third party.
[The remainder of this page left blank intentionally]
This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Page 6
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,
GRANICUS,INC.
e
By:
Torn Spengler
Its: Chief Executive Officer
Address:
600 Harrison St, Suite 120
San Francisco,CA 94107
[INSERT CLIENT NAME]
By: t
Name: William B Nnrne H
Its; ' v nor
Address; PO BOX 4748
Clearwater,FL 33758
Date: �Q6_ _ e2 Q. 02113
., _ Page 7
EXHIBIT A
PROPOSAL
[The remainder of this page is left blank intentionally.]
Page 8
granicus.
w.
cor:i ec y uvc : nr t ..J.�_
ProposaL for the City of
Clearwater Florida
Legislative Management Workflow and Streaming Architecture Upgrade
Proposal presented to:
Mr. Dan Mayer
Director of Information Technology
City of Clearwater, Ftorida
October, 2013
•
granicus.
connecting government
October, 2013
Dear Mr. Mayer and Clearwater Staff,
Proposa
Thank you for considering Granicus, we're excited to support your legislative workflow and
communication needs. It has been a pleasure to work with the City of Clearwater over the past 7 years
and we look forward to continuing our rewarding, long -term relationship with your team. As a part of
this project Granicus will deliver:
• Enterprise licensing for a City wide legislative management workflow solution
• Complete integration with existing Granicus engagement and streaming services
• Certified Laserfiche DMS integration
• 100% hosted, software as a service solution supported by certified data centers
• Mobile streaming architecture for all live and on demand webcasting content
• LiveManager and MediaManager enhancements
• View Page and Player Page Updates
Below you will find a detailed proposal of the solution Clearwater has chosen. The proposal and pricing
includes all training, software, hardware, 24/7/365 support, professional services, installation and
implementation.
Over 900 jurisdictions have selected Granicus as a partner to help them build trust with citizens, reduce
staff time spent on processing meetings, and engage citizens in productive new ways. Granicus has
over 35 years of government- focused experience which has allowed us to develop tools with
government in mind and meet the market demand. We hope that you have found tremendous value in
being a part of the Granicus client family.
Most Sincerely,
Christopher D. Voorhees
Account Manager
415 357 3618 x 1166
Granicus, Inc.
2
nicus cc • "600 H uite 120 San Erat o. CA 94107 a(4 't f 357 -36
granicus.
connecting gvvernrnent
Clearwater's Budgetary Impact
City of Clearwater Current - Granicus Monthly Managed Services
Proposal
$1, 758.00
Granicus Open Platform, Government Transparency and Meeting Efficiency Suites
• Enterprise Site License Upgrade
3
$0.00
$0.00
Granicus Encoding Appliance
• H.264 Streaming Architecture, Stream Replicator
1
$5,000.00
$0.00
Granicus Legislative Management Suite
• Enterprise legislative workflow and publishing
• lnsite Research Portal
• iLegislate legislative app
1
$0.00
$1500.00
Granicus Deployment Project Management and Workflow Configuration
1
$13,800.00
$0.00
Granicus Administrative or Review Training Package — 2 Days of Online Training
1
$3,400.00
$0.00
Granicus Approvers and Drafters Training Package — 4 Days of Onsite Training
• Package covers up to 24 Approvers and Drafters
1
$6,800.00
$0.00
Maximum Onsite Training Travel Expenses — Not To Exceed
1
$ 2000.00
$0.00
Shipping (Encoding Appliance)
1
$125.00
TOTAL
$31,125.00
$3,258.00
Please see proposal notes on the following page...
nncus.cam .;, 6 Harr rri SS eet,- Suft .12{ . San c 4 107 : `+ f 4 57 .36
• Proposal
gra:nicus.
Proposal Notes:
• All suites (except Meeting Efficiency Vote Cast add -ons) include hardware and software
• Each additional package of 12 Approver and Drafters Package is 1 Day of Onsite Training for $1,700.00
o City of Clearwater reflected 92 Approvers and Drafters
o 5 total Approvers and Drafters Packages would be required for all Clearwater staff
o Granicus recommends a "Train the Trainer' Approach to alleviate the client investment and provide a best practice
approach to a scalable project implementation.
• The Legislative Management Suite is Enterprise Perpetual Licensed for unlimited City of Clearwater meeting bodies, data and
users. We understand the organization includes:
o City Council meetings
o Municipal Code Enforcement, Community Development, Parks and Recreation, Public Art, Sister Cities, Library and
Airpark Boards
• Sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county and /or
municipality
• 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 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice.
This proposal expires on October 31, 2013
4
Harrison Street; Suite: l20. San F sco, CA ' 941 q7, °+ (415) 357 6
9 connecting government
ranicus•
Roadmap for Success:
Proposal Review
April, 2013
Proposal
Project Timeline Review
April, 2013 and September 2013
Funding /Procurement Process Review
August and September 2013
Project Approved
October, 2013
Contract Executed
October, 2013
Project Kick Off Call
October, 2013
Hardware Shipped
November, 2013
Software Installed and Configured
November, 2013
Solution Deployment Validated
December, 2014
Training Completed
January, 2014
Internal Go -Live
January, 2014
System Accepted
February, 2014
Go Live to the Public
February, 2014
5
r m a Ha Harrison Street, Suite t i r San Sa F a; sco, CA 94107 . • (4'15} 3 7. 6'
grt�I�11+
Connecting government
�US. Proposal
Proposed Solution
Granicus® Open Platform
The Granicus�` Open Platform is the cloud -based foundation for all Granicus applications. It allows
government organizations to manage and store an unlimited amount government public meeting
data. It is the core of our content management, administration and distribution tools and includes free
access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in
place. The Granicus Platform includes the ability to upload and publish content including videos and
documents. Click here for more information on the Granicus Open Platform.
• Unlimited content storage and distribution
• Open architecture and SDK
• Archived video editing and indexing
• Citizen web portal
• Live and on- demand streaming to mobile devices*
Government Transparency Suite
The Government Transparency Suite gives your citizens greater access to public meetings and records
online. Take the next step towards transparency and stream meetings and events live, link related
documents to your video and 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 more through the iLegislate application.
Click here for more information on the Government Transparency Suite.
• Stream unlimited meeting bodies and events live
• Intelligent media routing
• Index 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
6
granicus.
connecting government
Proposal
Meeting Efficiency Suite
The Meeting Efficiency Suite is a live meeting workflow solution that combines minutes with a
meeting's recording. Capture and publish minutes, saving staff time and cutting administrative costs.
Record roll -call, agenda items, speakers, motions, votes, and notes through a simple interface. After
the meeting, finalize minutes quickly and easily in Microsoft Word'. With VoteLog, allow the public to
track legislation, ordinances and even voting member records through your website. This Suite also
allows you to seamlessly integrate with agenda solutions already in place. Click here for more
information on the Meeting Efficiency Suite.
• Meeting preparation tools
• Live minutes automation
• Quick notes and text expansion
• Minutes editing and publishing
• Generate linked minutes
Legislative Management Suite
The Legislative Management Suite offers a complete and automated agenda workflow solution. Create
agenda items and assign them to the appropriate agenda, making agenda creation seamless. Item
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 after the 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.
• Agenda item drafting
« Electronic approval process
• Agenda packet generation and publication
• Organize, store and retrieve documents
• Continuous legislative workflow
• Track and search legislative data
in LI s. CO . 6 Q Ha
7
Francvsco,?C 4 94107 •.>t 153.357 -36'
FMRf Ac!£C
Enactme
granicus.
connecting government
Proposal
Granicus Encoding Appliance
The Granicus Encoding Appliance is designed and built for our platform and streaming protocols to
provide government organizations with superior live and on- demand webcasting performance. The
hardware is pre - configured and delivered ready to stream. Simply connect power, network and an
audio /video source. Full appliance control is available through a web browser or locally installed client
application.
• Provides live and on- demand streaming — online and via mobile devices
• Remote systems monitoring and Granicus maintenance updates
• 500 GB of local storage (approximately 1,000 hours of archive content)
• Facilitates internal streaming across your local area network (LAN) — up to 50 concurrent
viewers
• Supports extraction and display of embedded closed captions to help maintain ADA compliancy
• Faster archive upload times, less video buffering
• H.264 video codec encoding
• HTML5 and Flash compatible streaming delivery
Granicus' hosted infrastructure supports the encoding appliance and offers unlimited bandwidth,
storage and the highest security standards through a cloud -based platform. Our remote, proactive
system monitoring guarantees faster response time, predicts problems before they arise, and helps
reduce the cost of IT support and maintenance. The Granicus team works around -the -clock to ensure
your applications are protected and operating smoothly. This ensures long- lasting success with our
technologies while maximizing your solution's performance.
8
g ranrcu 600 Ha r s rrStreet, Suite:12 San Francisco, CA 941 07: e (415} °357.16
Professional Services
€ :
ci
cc 0 ,
E
E c .11
a) 0,
>c 3 IN
°
1 CL
" 1
c
- E
tto
c c
• .41 —
• 4-; c
q.t.) to
2 uJ 2
Proposal
Managed Deployment
Encoding Appliance
Hosted Web-Based Application
Meeting Software
Public Display
€._ _______ •
Touch-screens
•
•
Agenda Parser
•
•
One-time installation of an on-premise unified
encoding and storage appliance.
__—
Activation of a hosted media and content
management application.
—I- Installation of the agenda parser to read and
parse documents automatically.
Local installation of software in meeting
chambers to boost minutes efficiency.
Application installation to live broadcast text
displays of meeting actions in-person, online, or
over TV.
Local installation of touch-screen monitors and
applications in meeting chambers.
Workflow Assessment & Configuration
Careful workflow review and software
• •
configuration.
Workflow Assessment
Workflow Implementation
Onsite Training and Meeting Support
• •
Hands-on guidance and support to ensure
smooth and successful user adoption.
3 Day/ 2 Day/ I On-premise support and mentorship to guide
1 M8* € Sys Admin users during a live meeting.
Product Training
Self-Paced Online
Instructor-led Online Training Series
' •
•
6 hrs/ 12 hrs/
8 Users € 111/4A8
Onsite Training and Meeting Support 1 1.5 Day/
1 MB*
• On-demand online training courses accessible
anytime, anywhere.
---i- f-----
5 Day € Live online training led by a training professional
Combo w/ 1 in a classroom environment.
5 Day I Intensive hands-on training at the clients'
1 €
Combo w/ i location to address unique user needs.
€
Online
Web Integration & Design
Standard Website Integration
• :
Customized Website Integration
, , • • I •
. ,
Legislative Portal Website Integration 1
€ €
Standard media player and media portal
embedded into customers branded website.
Custom design and integration of a media player
and media portal to match the look and feel of
the customer's branded website.
Standard portal for legislative information that
1 matches the look and feel of customer's branded
website.
Analysis of current document layouts to ensure
content importing and management is
Document Assessment
• S
successful.
€ —I--
Customized Agenda Template I 1 Development of an HTML agenda template to
• Eh 1 • 1
,, ', support indexing, search, and electronic
I , :
...
, €. i comments.
Customized Minutes Template ,
• r ,
! 1 Development of a minutes template in HTML or
4
, : Microsoft Word to support video links.
Standard Reports -- = I Standardized report templates for agendas and
€ . I l • €
€ minutes.
I I 4
...
Public Display Template € • ,
.€ 1 Configuration including graphics, colors, fonts,
I 1 I €
and standard text elements.
9
Harrison Street, Sui te 120. San Francisco. CA 94107 •
gconnecting
Managed Services
Proposal
Granicus provides a comprehensive Managed Services package with every solution to ensure long -
lasting success with our technologies while maximizing your solution's performance. Our fully managed
and hosted infrastructure offers unlimited bandwidth, storage and the highest security standards of
your data through a cloud -based platform. Our remote, proactive systems monitoring guarantees
faster response time, predicts problems before they arise, and helps reduce the cost of IT support and
maintenance.
The Granicus team works around - the -clock to ensure your applications are protected and operating
smoothly. You also receive continual access to advanced learning tools and the hands -on support,
knowledge, and expertise of our skilled Support Engineers and Customer Advocacy professionals.
Granicus Differentiators
• World's most experienced provider of government transparency, citizen participation, meeting
efficiency, and legislative management solutions with:
o Over 900 clients in all 50 states, at every level of government
o Over 31 million government webcasts viewed
o More than 265,350 government meetings online
• First fully integrated legislative workflow management system for local government
• Open API architecture and SDK allow for seamless integrations with systems already in place
• Certified integrations provide flexibility and choice of agenda workflow solutions
• Exclusive provider of a native iPad application that allows users to review agendas and
supporting materials, bookmark and take notes on items, as well as stream archived videos
• Only government webcasting service to provide encoding, minutes annotation, transcription,
and closed captioning services
• Truly unlimited storage and distribution for all meeting bodies and non - meeting content
• Indefinite retention schedules for all archived meeting and non - meeting content
• Only provider of both government webcasting and citizen engagement services
• 24/7/365 customer service and support
• 97% customer satisfaction rating, 98.5% client retention rating
• One of the 100 companies that matter most in online video by Streaming Media magazine
• Ranked 185 on Deloitte 500 fastest growing companies
• Ranked 419 on Inc 500 fastest growing companies
• Client Success stories are available here: http: / /www.granicus.com /Clients /Case- Studies.aspx
10
nicus co • 600 [fir fs r Street, Site 20 , S n ncisco, ,C;A 9 €107 •: " €415 357 =36
®aranlcus.
~��,vn"ecu"a government
Future Possibilities
Proposal
Electronic Voting and Public Displays (suite add-ons)
This addition to the Meeting Efficiency Suite gives elected officials a new way to participate in public
meetings using touch-screen displays to record motions and votes as well as request to speak. View full
agendas, supporting materials, the current item, speakers and vote results all from the touch-screen
display. Record actions directly from elected members and ensure greater accuracy. Help your
audience follow fast-paced meetings with a public display that shows current item, vote results and
more.
• Touch-screen displays
• Digital speaker queue
• Vote and roll call automation
�
Review paperless agenda packets
ancisco, CA 94107 * (415) 357-361
EXHIBIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support-only telephone numbers, and via e-mail or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 600 Harrison Street, Suite 120, San Francisco, California, 94107.
(b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff may be
reached at (415) 357 -3618 opt 1.
Internet and E -mail Contact Information. The website for Granicus is
E -mail may be sent to the support staff at
customercare(cr7granicus.corn
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 notifying Granicus of an issue or the documented time that Granicus
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of
the maintenance. Granicus will provide the Client with at least 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 party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, 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
enhancement/modification 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 Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
[End of Support Information]
Page
10
EXHIBIT C
GRANICUS, INC.
HARDWARE 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
"Hardware ") provided by Granicus to Client. This exhibit is an additional part 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.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding
the use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware within 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
applicable written specifications.
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), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF
GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS'
LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE
AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit.
Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools,
and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to
Page
11
the client. These software tools have been qualified by Granicus to allow the highest level of service for
the client. While it is Granicus' intention to provide all Clients with the same level of customer care and
warranty, should the Client decline these recommended tools, certain levels of service and warranty may
not guaranteed.
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
warranty 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 Hardware Exhibit]
Page
12
EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks 17
granicus
Granicus logo as a mark
Granicus®
MediaVault®
Mobile Encoder®
Outcast Encoder®
StreamReplicator®
Granicus Trademark Names TM
Integrated Public Record"'
Intelligent Routing"'
LinkedMinutesTM
LiveManagerTM
MediaCenterTM
MediaManagerTM
MeetingMemberTM
MeetingServerTM
Simulcast EncoderTM
VoteCastTM
VoteCastTM Classic
VoteCastTM 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:
• Option 1: Video /Audio files made available through optional media: data CD, external
hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be
included providing clip information, and/or legislative content.
• 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.
• 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
14