Attachment 1 - AgreementTHIRD AMENDMENT TO THE GRANICUS SERI'ICE AGREEMENT BETWEEN
GRANICUS,INC. AND LOS GATOS, CA
This Third Amendment to the Granicus, Inc. Seruice Agreement dated August24,2017, is made and
entered into by and between Granicus, Inc., a California Corporation (hereinafter referred to as
"Granicus"), and the Client (hereinafter referred to as "Client"), with reference to the following:
WHEREAS, the Client and Granicus entered into an Agreement dated October 20,2015 (the
"Agreement"); and
WHEREAS, the Client wishes to extend the tenn of the Agreement;
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended
as follows:
Unless extended by the Client or terminated in accordance with the Agreement, the term of this
Agreement shall continue in full force and effect from October 20,2017 until June 30,2019.
Compensation shall be amended as follows:
a. Increase compensation to $2,012.06 per month from October 20,2017 to September 30,
2018 pursuant to Section 3.5 of the Agteement (total of $24,144.72)
b. Increase compensation to $2,112.67 per month from October 1,2018 to June 30,2019
pursuant to Section 3.5 of the Agreement (total of $19.014.03)
Except as amended by this Third Amendment, all other terms and conditions of the Agreement
shall remain in full force and effect.
In the event of any inconsistency between the provisions of this Third Amendment and the
documents comprising the Agreement, the inconsistency shall be resolved by giving precedence
to the documents in the following order:
A. Paragraphs set forth in the body of this Third Amendment
B. Paragraphs set forth in the body of the Agreement
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly
authorized representatives,
LOS GATOS, CA GRANICUS,INC.
By:
t-aurel Prevett'i ,
Town Manager CEO
Date
Approved as to form:
Robert Schultz
Town Attorney
)
4
By:
Date:7. qJ,/7
L
2.
AGn l{o. llt
SECOND AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BE
GRANICUS, INC. AND LOS GATOS, CA
This Second Amendment to the Granicus Services Agreement dated October 20,2015 (hereinafter
referred to as "Agreement") is made and entered into by and between Granicus, Inc., a California
Corporation (hereinafter referred to as "Granicus"). and Los Gatos, CA, (hereinafter referred to as
"Client"), with reference to the following:
WHEREAS, Granicus provides a full-service solution that includes hardware, software, automated
indexing capabilities, voting systems, website page design and integration with Council Agendas, a
meeting minutes module, on-site user training and 2417 technical support which meet Client needs as well
as the integration services that are required for timely implementation; and
WHEREAS, Granicus represents that it has the qualities, expertise, skills, and abilities to perform such
work; and
WHEREAS, the Client wishes to extend the term of the Agreement between the two parties;
NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended
as follows:
1. The term of the Agreement shall continue in full force and effect until October 20,2017.
2. Except as amended by this Second Amendment, all other terms and conditions of the Agreement shall
remain in full force and effect.
3. In the event of any inconsistency between the provisions of this Second Amendment and the
attachments hereto, the inconsistency shall be resolved by giving precedence to the documents in the
following order:
A. Paragraphs set forth in the body of this Second Amendment
B. Paragraphs set forth in the body of Agreement
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly
authorized representat i ves,
LOS GATOS, CA GRANICUS,INC.
By:By:See Attached Paqe
Prevetti Jason Fletcher
Chief Executive Officer
9 -9- 16
Date Date:
Town Manager
7- t- lb
Recommended By:tL-/)-.-
Date
Approved as to form:
Chris Gjerde
MIS Manager
Robert
Second Amendment to Granicus Sen'ices Agreement l0i2Ul6 - 10120 17
Date:
Town
SECOND AMENDMENTTO THE GRANICUS SERVICES AGREEMENT
GRANICUS,INC. AND LOS GATOS, CA
AGR_LLa_Il_1_
""IHH,.__
This Second Amendmcnt to the Granicus Services Agreement dared October 20, 2Ol5 (hereinafter
refened to as "Agreement") is made and entered into by and between Granicus, [nc., a California
Colporation (hereinafter referred to as "Granicus"). and Los Gatos. CA, (hcrcinafter referred to as
"Client"). with reference to the follorving:
WHEREAS, Granicus provides a full-service solution that includes hardware, soffware, automated
indexing capabilities, voting systems. website page design and integration with Council Agen&s, a
meeting minutcs module, on-site user training and 2417 technical support which meet Client needs as well
as the integration services that are requircd for timely implementation: and
WHEREAS, Granicus repnesents that it has the qualitics. expenise, skills, aud abilities to perform such
work; and
WHEREAS, the Client wishes to extend the term of the Agreement between the two parties;
NOw, TI{EREFORE, in consideration of the premises, the parties intend that rhe Agreemenr be amended
as follows:
l. The term of the Agreement shall continue in full force and effect until October 20,ZOl7.
2. Except as amendd by this Second Amendment, all o&er terms and conditions of the Agreement shall
rernain in full force and effect.
3' In the event of any inconsistency between the provisions of this Second Amendment and the
attachrnents hereto, the inconsistency shall be resolved by giving precedence ro the documents in the
following order:
A. Paragraphs sct forth in the body of this Second Amendment
B. Paragraphs set forth in the body of Agrcemcnt
IN WITNESS WHEREOF, the parties have caused this Second Amendment ro be executed by their duly
authorized represenlal i ves,
LOS GATOS, CA G cus,INC.
By By:)24
Prcvelti ason
Town Manager Chief Executive Officer
Dalc: 1-k- rc t/q//6
Recommend "aav, /L' -/-)" '
Cfi. cJ*de-
MIS Manager
Date:
Date:
Approved as to form:
Date:
Town
second Amcndment ro Granicus scn,ices Agreemenr 10120116 - lo/z}/lj
FIRST AMg:\D}If,NT TO THE GILdNICLIS SERVICUS
GRAII{ICUS, INC. AXD LOS GATOS, CA
10 as "'Agreement") is made afid entered into by and between Granicus. Inc.
(hereinatrer referred 1o as "Granicus"), and the Tolm of [,os Gatos. CA. r
"Clienl"). uith reference as the follon'ing:
'rhis first .tunendment {o th€ cranicus sen'ices Agreement dated {Jctober ?0' 2015'dtrreir-rqtgr-rgtlrrqd-*
Corporationa
reterred 1o as
WI-I.EREAS. Granicus prcrvides a full-sen ice solution that i:^tctudes hardware, soft*'are, automaled
indrxing capabilities. r,oring sysrems, u,ebsite page design and integration with Council Ageldas. a
meetingg-minures module. on-site user training and24i7 technical suppon which meet Client needs as *ell
as lbe integration sen ices tlat are rquired for timely implementation: and
WHSREAS. Granrcus represgnts that it has rhe qualities. expertise. skills, and abilities 1o perl'orm such
work: and
U/HERXAS. the parrias wish to exrend the'l"rial Period of the Agreemenl between the two parties;
NOW. THERErORE. in considerarion of the premises. the panies inrend that the Agreernent tre amended
as lbllou's:
L pursuant ro Section 8.1 of the Agreemenr. the "l'rial Period for the Peak Agenda solution is sel to expire
on April ?i). 1016. Thc panies agree ro exrend the Trial Period for an additionat six t6) month pericd. Ntr
refund shall be given to Client for cancellation of Peak Agenda'
l. Ixcepr as amended by this Firsr Amendment. all other terms and conditions of the Agreenrent shall
rsmain in tirll lbrce and ei?ect.
l. In rhe evenr cf any inconsistency between the provisions of this First Amendment and lhe attachments
hereto, rhe inconsis:enc-v- shall be resoh,ed by giving precedence to the documsnls ir the folloqring order:
A. Paragraphs set forh in the trod""- of'this First funeadrnent
B. Paragrraphs set forth in the body of Agreement
IN WITNESS IYHERSOF. :he parties have caused this Firsr Arnendment to Lre executed bv their dulv
aut horizcd represenutives.
I.OS GATOS, CA GRANICUS.INC.
r
3y'It1'r ff2-kd
Prevetri
l'on'n Ma:rager
Roben
Jason Fletcher
Chief Execurive Officer
Date :l)atc:
.{pproved as to Form
Tolr'n Allome]"
Recommelded By:'"tbq- .-z-o J Nl-j)
Shellel'Nei\
CIerk Administratot
frll.S'f .A,l\IEluDivl[N'r TO'fHU CItAf,iICUI, liflt\"ICIS A{;It},I:el[N"1" &liTwU]:l!
GRAIY'CUS. INC..4:V} I-OS CATCS. CA
'l"hts lrirr Aruendrnirnr rr': rhc Cranicus Servrces Agreernent rlatcrl Oetoter ?{}" l0l-{ (hereinalier referred
lo as "Agrcenlent") is made and e:rlcrcd imo by aad betneen G nicls, lnc.. a Califorr:ia Ccrpcratiar:
{hereinafter referred to as "Grsrieus"}. and tlre To;rn of Lss Catos. CA. {hcreinaftar xfsrred to as
"Cliell'). witk :elbrence to tlre lirllorling:
WHElthAS. Granicus provid* a lltl-scn'ice solu:icr: :hat lncludes hardrvare. soli:varc. auloara{ed
indexilg capabilitres. r'oting syslcrlrs. n,ebsiir page desiEr and integration witb founcil Agendas, a
meeting minures mcdule. on-site u$er tralning and 24/7 techlrical iuppon which nteet Client needs as well
as the iltcgralirxr sen'ices tlut are requircd l-or trmely implemcntatior; and
WlrEltAS, Cranicus reprcselrt$ that rt has thc qualities. exp€rlise. slills" and abilities tc perfcal such
rvork: and
WHERIA$. rhe panies u'ish tl cxtcnd tlt ?nal Penod al'lhr Ag:rcrnent bgu,ccn thc l1!o partres:
NOU|. THEREF0&I. in colrsideralitln nlthu pr*:li:es. lhc panier rntend that the Agrcernent br: anlended
as follou,s:
i.l)uruuanltoSerliol 8..l ol'lheAgreerttent.tle"lrial lleriodlirrtlre P*akAgendasolutranissetloexpire
ol Apni 20,2tt16. 'l'he partrcs agrcc lo cxtend lhc'l'rial Pcrind lirr an additional six {6) rlronth pricd" No
refund shall bc givcn to Client lor carrccllat.on of Peal AgcrtJa.
2. E.tcept a; *mcnded by this First Al:tendmenl all othcr terurs arrd ca*dirions of rhe Agreemcnr slull
rernain in futl lbrte and efTect.
3. In tire cvcill of a::y itsotxistency {:erween thc provisions rrl'tiris }irst Anrndmclr and the attachmenrs
hcreto. the inconsislency slmlt be resoh'ed by giving precede*ce tn lhc dmunrs&tti ir: the falk:rving order:
.4. Parngraphs se1 ,odh in the bod-v ol'this firsr Arterrdne:u
B. Paragraph$ se1 lorlh il thc bodl'olAgrecmcnr
lN II/I1'NESS WrlltREOF. the pitrties have caused this l;irst rklrcntiractrt t(] b{: Etgcltcd b1, their duly.
autharized repre*ntatiY€i"
LOS CATO$, CA U!i,INC
ts)''
Preve tti
Torvn Managcr
Shellcl,N
Clcrk Admirrisirar*r
Raberr
ll-v:
asr)n
(. hrcl' Iixecuri ve (]f{ie:r
I)atr.tf *.t
kccornrnendcd lly:
Approved as 1o l:onlr
'l rwn Atlon:e1
tt
RS50-
GRANICUS, INC. SERVICE AGREEMENT
l HIS SERVICE ACREEMENT (the "Agreenrer:1"),. dated as of Octobcr 20,2t)15 (the "liffective
f)ate"), is entered irrlo belwecn Cranicus. Inc. ("Cranicus"), a California Corporation, and lhe Toxn of Los
Oatos, CA (the "CIient"). Additional definitions of capitalized lemrs used herein are set fiorth in Section 12
hereof.
A, 'WI1EREAS, Cranicus is in lhe business of developing, licensing, and offeling for sals
va:'ious streaming media solutions specializing in Inlemet broadcasting, and relatsd slpport services; and
ts. WHEREAS. Granicus desires to provide and Client desircs to (i) purcl,ass the Granicus
Solution as set forth in the Proposal, which is afached as Exhibit A, and incorpomted hcr'*in by reference,
(ii) corrtinuc with Client's existing sotution as desclibed in lhe Currtnt Solulion docurv:ent, which is
attached as Exhibil B, and incolporated herein by refbrence, (iii) engage Granicus to integratc its Granicus
Sofrware onto the Client Websitc, (iii) usc the Cranicus Soliware subject to lhe tenns and conditions sct
for.th in this Ag.eeme*1, and {iv) contract rvith Cranicus lo administer the Gt'arious Solution through the
Managed Services set foilh in lxlribils.Aeti{D.
NOW, THEREFORE, in considemtion of the foregoing and thc mutual agresmsnts, covstlanls,
representatiols, and warranties herein contained, the parties heleto agret: as follnws:
I. GRANICUS SOTTWARE AND MANAGED SERVICES.
I.l Sofnvare Erd Services. Subject to the terms and cor.rditions of this Agleenrenl Oranicus
will pruvidc Clicnl with the Granicus Software, and Managed Services thal comprise the Granicus Solution
as outlined in Exhibits A and B. Managed Services shall mean the services provided by Granicus to Client
as detailed in Exhibits A and B. Managed Services Fee shall mean the monfhly cost of the Managed
S ervi ces, a.s detai I ed in .Exbi-hit.s A-and- B-.
2. g-B4NI.Qil,l-eEllsll,
2'l ownershin' offinicus, and/or its third party supplier' owns thc copyright and/or ccrtain
propr.ietary information prcteclable by law in the Granicus Softrvare.
2.2 Use. Cmnicus agrees to plovide Client with a revocable, nott-transferable and nor:-
exelusive ticense lo aecass the C:anicus Software listed in the Proposal and a rcvocable, non-sublicensablc,
non-transferablc and noi-exclusive right to use the Granisus Software. AII Granicus Softwarc is proprictary
1o Oranicus and protected by intellectual property laws and international intellectual Property lreaties.
pursuant 1o this Agreement, Client may use tlrc Cranicus Soflware to perform its own work, including
Clienfs work with its customors/colrstituents. Cancellation ofthe Client's Managed Services will also result
in the irnmediats teunination of the Client's Software license as descrihed in Section 2,2 hercof,
2.3 Limited Wananty: Exclusive Rernedies. Subject to Sections 6.1 and 6.2 of this Agrcentenl,
Granicus tval"rants that tbe Granicus Soffware, as provided by Granicus, will suhsta*ially perfionn in
accordance with the functioaalily and features as described in the Proposal for as long as the Clielrt pays
for and receives Managed Services. Client's sole and exclusive rentedy for any bleach try Cranicus of this
wan?nty is to nolify Granicus. with sufficient detail of the lronconlbrnance, and provide Grarlcus with a
GRANrcus, LNC. SEBvlcE AcREEMEI",T Vcrsion 6
ta.t--J""t
I
n.
,'eason&blc rppofrnity 10 coreclt:rr t'cplase tl're defec:ive Granicus Software. Client agreos 1o comply with
Granicus' reasonabJc instruclions with respecl to the alleged defective Omnicus Softwar:.
2,4 l.irnita$gfig. Except for the license in Section 2.2, (irarieus retains all ownership and
propdolary rights in and to tlre Granicus Sollware. and Clienl is nol perrnille;d, anr| will not assisl or permit
a lhird parly, to: (a) utilizr {he Gr"anicus Soflwarc in the capacity of a service bureau or oD a time share
basis; (b) rcverse engiueer, der:ourpile cr ollerwi.qe allempt to derive source code from the {.iranicus
So{lwa:,e; (c) provide, disclose, or otherwise maJre available tl:e Granicus Softwae, or copies thcreoi, tc
any lhird parly; or (d) slrarc, loan, or otherwisc allow another Meeting Body, in or oulside ils jurisdiction,
to use the Cmnicus Soffwarc, or copies therenl except as expressly outlined in the Proposal.
3. PAYMiN:|_OJ-EiUS
3.1 Client agrees 1o pay all fees, cosls and otlre r amounts as outlined in the Proposal in Exhibit
3.2 Fifty percent $Ay") of all up-fronl fees for all producls are due upon Smnicus' ruceipt of
an executed agreemenl or purcluse ordor, as appropriate. The rpmaining fifty percent (50Yo) of up-front
fees for each product are due upon delivery of that product. Annual billing for Managed Services for
associated ploducts shall bcgin upon completion of delivery as defined under Scction 3.3 bolow. Clien: will
be invoiced a pro-rated amount fi'om the completior: of delivery tlrough the end of the year'. Thereafter,
Clienl wil! be billcd, in advance, each January l. Ciient a$ees to pay all invoices finm Cranicus within
tUfly (30) days of receipt of invoice. Client acknowledges that products may be delive;ed and fully
operatjonal separate frcrl: tlre olher purchased prcducts.
3.3 For Oranicus liardwarB, delivery is cornplete once the Clisnt leceives Hardwarc
comporrerls with lhe configured Ciranisus SoJlware. For Cranicus Software, delivery is colnplete once the
So{lware is delivered and dcerncd by Cl'arricus 1o be ready for Client's use. For Legistar', delivery is
complele olce the Hardware and Software are inslalled and deemed by Ciranicus 1o be ready fur Client's
use. Upon Granicus Hardware ad/cr Soltware delivery, Client will have fifteel (15) days to noti|
Granicus of any issues or prtblems. If Client notifies Gmnicus within ruch fifteen- (l5i day period of issues
or problems, Granicus rvill prornptly work to fix thosc issucs or proSlems.
3.4 Granilus, lnc. shall send all invoices tc:
Nanre:
Title:
Address:
Melisra Yncgas
A.P. Accounts'l'echnician
I'O Box 655
Los Gatos, CA 95031
3.5 Upon each yearly anniversary during the terrn of this Agrcement (including both the initial
terrn and all rencwal lerms), the Orarricus Managed Service Fces may increase from the previous Managed
Service Fees by five (5) percent per en:um.
3.6 lia3t3e__Llsae Poj:Sjg& Granicus has eskbli:hed best pmctice rairing pia:rs around
success with Granicus services, and Clierrls a:'e encouraged to tako advantage of alt pulchased training up-
front in order to achieve the maximum amount of slccess with theh services. All purchased training must
be compleled within ninely (90) days of the date of the project kickoff call. Any purohased traini:rg not
used during this ninety (90) day period will cxpite. If Client feets that it ls neeessary to obtain more lraining
after the initial ninety (90) day pcriod, Client may purchase additional l'aining a1 thal lime.
LGRANtcus. INC. SEBvrcH AriRrE':riM Version 6
3.-t Training Cancellation Policies. Gmnicus' policies on Client cancellation of scheduled
trairrings are as follows:
(a) On{le fraining. For any cancettalions rvithin forty-cight (48) hours of the
.scheduled onsite training, Cr:anicus, at its sole disqetion, may invoicc thc Cliont for one hundred
(100) per-cent of the purihased training costs and all travcl ext)enses, including any incurrcd third
paffy canoellation fees. Subsequent training will need to be purchased and scheduled at tlre
previouly quoted Pticing.
(b) Online Training. For any cancellation-s within lwenty-fotu (24) hotus of the
scheduled untine training, Granicus, at ils sole discretion, may invoicc the Client for filty (-50)
pelcent of the purchased n'aining costs, including any incurt'ed tlrird party canccllation fecs.
bubsequent training will need to be purchased and scheduled at the previously quoted pricing.
4. eq}iIENT PRo,yIDED_{Q__cRANlqu-s
4.1 Responsibility foL.Content. The Ctient sl'lall have sole control artd tesponsibility over the
determination of o,tri"t aata und information shall be included in the Conlent that is to be transmilted,
including if applicable, the delerminalion of which cameras and microphones shall be operational al any
pafiicularlitne ana at any particutar locati<ln. However, Granicus has the right (but not the obligation) to
i"r1op any Content that Granicus believes violates any applicable law or this Agreement.
4.2 Restrictions. Client shall not provide Granicus wilh any Contenl thar: (i) infringes any third
party,s copyright, pat*t" Ga.,n.r'k, trade secrsl or other proprietaty righls; (ii) r'iolates any law' statute,
ord.iirancc o, rcgulation, including without limitation tlte laws and regulalions govenring export control and
e-mail/spanr;oIi) is defamatory ortrade libetous; (iv) is pornographic or obscene, or promotes' solicits or
comprises igappiopriate, harassiug, abusive, profane, defamatory, libelous, threatening indecent, vulgar,
or oiherwise objeciionaut, o, "o*iitutes
unlawful content or activity; (v) conlains any virtses, or any other
similar softrvare, data, or plogmms that rnay damage, detrimentally interf€te with, intercept, <.lr expropilate
any system, data, informalion, or property of another'
S. TRADEMARK OWNERSHIP. Granicus and Clienl's Tmdernarks are listed in the Trademark
Infbrmation exhibit attached as Exhibit D.
S.l Each pafiy shall retain all right, title and interest in and to their owtt Trademarks, including
any goodwill associated tirerewith, subject to the limited liceDse granted pursuant to Section 5.2 hereof.
U[o;ury termination of this Agrcement, each Parly's right to use Lhe other Party's Tradema'ks pursuan{
to this Section 5 terminates.
S.Z Each Party grants to the otlrcr a non-exclusivc, non-ltausfcrable (other than as provided in
Section 5 hereof), limited iic"nr. to use rhe other Party's'fradernarl's as is reasonably neccssary to perform
its obligations under this Agreement, pr.ovided that any promotional materials containing the other Party's
Tradeniarks shall be subjecito the prior wdtten approval of such other Party, which apptoval shall not he
uueasonably withheld.
6. UMITAIIANAE-LIABIUTJ
6,1 Warranw Disclaimer. Except as expressiy provided lrcrein, Granicus' services, soltware
and detiverables are piovided "as is" and Gmnicus expressly disclaims any and all express or implied
rvananties. including-but not limited to implied waranties of merchantability, and fitness for a particula:'
purpose. Granicus does not watrant that access to or use of its softrvare or services will be uninterrupted or
3Gnaxrcus, lxc. SL?vlcrj nGRDEt"tEN'l'Version 6
etror flee. In the event of any interttption, Ciranicus' sole obligation shall beto use commetcially reasonable
efforts to restore acccss.
6.2 Llmitation of Liabilities. 'fo lhe rnaximunr extent pemlitted by applicable law, Cmnicus
and its suppliers and licensots shall not be liable for any indirect, special, incidental, consequential, or
punitive datnages, whether foresceable or nol, including but not limited to: those arising out of access to or
inabilily to access the sen ices, software, content, or related technical suppo,l; clamages or costs relating to
the loss of profits or t'evenues, goodu,ill, data (including loss of use or of data, loss or inaccuracy or
con'uJttion of data), or cost of procurernent of subslitute goods, services ortechnology, even if advised of'
the possibility of such damages and evcn in thc cvent of the failure of any exclusive remedy. In no event
willGranicus' and its suppliex'and licensors' liability exceed the tolalamount of Managed Senices Fees
paid by Client under this Agrceme nt for thc six (6) month petiod prior to the date the clairn ar ose, rcgardless
of the form ofthe claim (includilg witlrout limitation, any contracl, pr oduct liability, or tort claim (including
negligence, slatutoty or othel'wise).
7. CONF'rpENTrAr. lNr-'ORMA'|]ONL&a_\NEBSUE.
7.1 Confidentiality Oblieatiqm. Each party agrees 1o keep confidential and not disclose to any
third party, and to use only for purpo.se.s of perfornring or as othel'wise permitted under this Agrecment, any
Confidential Information of thc othcr Party. The receiving party shall protect the Confidential tnfonnation
using measures similar to those it takes to protect its own corrfidential and proprietary information of a
similar nature but not less than rcasonable measut'cs. Each party agltes not to disctose the Confidential
Infortnatiolt to any of its Representativcs except those who are required lo have the Confidential
Information irt connection with this Agreement and then only if such Representative is either subject to a
written conlidentiality agccmcnt or otlcrwise subjcct to fiduciary obligations of confidentiality thal cover
the confidenlial lrealmcnt of thc Confidential Information.
7.2 L,xceptiof$. The obligations ol'this Sectiorr 7 shall not apply if rccciving party can pmve
by appropriatc documentation lhat such Confidential Information (i) was known lo the receiving party as
shown by the receiving party's files at the time of disclosure thereoll (ii) was already in the public domain
at thc time of thc disclosure thereofl (iii) entered the public domain throug,h no action of the receiving part5,
subsequent lo the time of'the disclosurc lhercoll or (iv) is rcquircd b1, Iaw ol' government ordet' to be
disclosed by the receiving pa{y, providcd thal the rccciving party shall (i) if permitted by applicable law,
notify the disclosing parfy in writing of .sucir required disclosure as soon as reasonably possible prior to
such disclosue, (ii) use ils commcrcially rtasonable effbrts at its expense lo cause such disclosed
Confidential Informalion to be treated by suclr governmental authoritl,as lrade secrcts and as confidential.
8. ]'EI{M
8.I 'l'hc term of this Agreemenl shall commence on the dals hercof and shall continrc in full
fbrce and effect for twelvc (12) rnonths after lhe date hereof. fhis Agreement may be renewed in one
(l) year terms as agreed upon by both parties. Client rnay canccl the Pcak Agenda solution within the
firs( six (6) months commencing from the effective datc of thc Agreement (Trial Period). No refund shall
bc givcn to Client for cancellation of Peak Agenda.
8.2 Rights Uuon Termination. Upon any expiration or termination of this Agreement, and
unless otherwise expressly provided in an cxhibil to this Agreement:
(a) Client's riglrl to access or use the Granicts Solution, including Cranicus Software,
terminates and GraDigus has no furlhcr obligation to provide any services;
4CRANtcus, INc. Sr*vx:t AcnEht tEN'r Version 6
(b) ciient shall imflrediarely relum the cranicus softwate and all copios thereof to
cranicus, anti withifi rhirty (30) days of terminalion, client sliall deliver a written certification to
erilii*ur'""nifying that il no longei has custody of any copies of thc Grarticts Software'
(e) client shall refer to Exhibit F for fhc forrr (4) tcrminatiot/expiration options
available regarding Ccntenl.
8.3 AUGaUstts-UpSLTcrm]rtaXSn' Upon any lerntinalion of this Agreement'
(a) the parties shall remain responsible for any payments that hfi\ie beccme duo and
owing up to the effective datc of termination;
(bltheprovisionsof2'1,2'4'3'4,5'6"7'8'2'l]'andl?ofthcAgrecmenl'ard
applicabie provisions of the exhibits intended to surYive, shall sulvive lerminatian of this
rtgleement ind continue in full force a:rd effect;
(c)pu$uaxttotheterminatiotrorexpirationoplions.|'egardingContentassetfcrtlhoti
lrxhibit F, Cranicus rf,uii ,i:o* the Client timited access to the Client's Content, includirg, bu( not
linriled lo, alt video recordings, timestatn;ls, indiccs, and cross-refel'enced documentatiol' Ths
crienl shalr also rra.re th" optilnto order hanl copies of trrc contc.l i* the dorm of compact discs
or olher equivalent forrnat; and
(d) Granicus has the rigJrt to delerc contcnt within sixty (60) days of the expiration or
terminalion of this Agrecment'
o
9.1 Cranicus' OntionO-. If the Cranicus Software becomes' 61 i1 fipnicus' opiliotr is likell' to
become, fhe subjecl of an infringe:nent claim, Granicus may, al its option and sole discrction' (i) obtain fbr
ctient tle right ro .ootinr" to Jse the cranicus soffware as provided in this Agperfient; (ii) replace the
{iranicus software rvilh another. software prorluci tlral proviies sirnitar functionality; or (iii) if Grznictts
detc*nines that neither of the foregoing options are rcasonably available, Gtanicus msy i3:minatc lhis
Agrcenrent and rel-un<l ary pt*p"iO i""t i" Client for which it has not received ths services'
ro. INTE-RLQCALAGX$EMENI"
10.1 This Agreement may be extended for use by other municipalities, sehool dislricts and
governrnentar agr,.,ci". ipon "*."rtion.of
an addendum or othir sig,ed writing setling forth all of the terms
and eondilious for such use, incrudingthe products and services and fees appricabre lrrerclo. Any such usage
by other. enlities must be in accordance with the cify code, charter andlor placurelnent rutes and
regulations of rhe respcctive governmental entity'
11. MISCELLANEOT,IS.
I 1.1 .{mencl'ne!1l at:d waiver. 1'his Agreement lnay be arncttde d' urodified' waived or canceled
onl1, in rvriting ,igrr"dJtm-; th* pa:ries hireto or, in the case of a waiver' by the parq' waiving
compliance. Any failu'eLy eitherparty 1() strictly enforce any pro,ision of this Agreement wilt nol be a
waiver of that ptuvision or any furlher default'
I1.2 Gove-rnilg Law. 'l'he la$,s ofthe State of Catili:rnia shall govern tlre validity, construcliotr,
anA performur*IfffiGfrcnt, withortt regard to its conflicl of law prtnciples'
5GR.axtcus, Ixc. SEnYtcl. AoRligt'{INI
Version {r
I 1.3 Constructign and Severability. Wlrcrcver possible, each provision of this Agreement shail
be intcrpreled to that it is valid undr:r applicahle law If any provisian of this Agreement is held illegal or
traenfblceable, that ptovisiorr will be rcfonned orly to the extenl nocossaly 1o nake thc plovision legal and
enfi:reeable; all lenaining provisiolts corrtinue in full force ard sffec1,
I 1.4 lndependenl eOr]lfaqtsU. The parties are indcpe ndent conlractols, and no other relationship
is intended by this Agreement,
1 '!.5 lpce"lAgieure. Other than paynrell obligations, leither party is lesponsible fnr any delay
or failure in pefnnnance if causcd by any evcnl ouLside the rcasonable control of the parly, including
rvithout limitation acts of God, govcmmcnl regulations, shortage of supplies, act of wal, aet of terrorism,
earthquake, or eiectrical, internel or tclecommunjcations outags.
I L6 Closed Captioning $ely1-c,e.s. Client and Gmnicus may a!trec that a thild party will provide
closed captioning ar lranscription services under lhis Agyccnrent. ln such case, Client expressly undemtands
that the third parly is an indcpcrrdent conlractor and not al: agcnt or cmployee of Craaicus. Granicus is not
liable fcr acls performed by such independen: third party.
12. DBflNll ION.S* In addilion 10 ferms defined clscwlterc in tlis Agrcement, the following lerms shatl
have thc meaning spccified:
12.1 "Confldeltial Inlbrmatiun" shall mear all propriotary or cnnfidential informalion disclosed
or :nadc avaitable by either party pursuant {o lhis Agreement, directly or indireclly, in any traonar
whatsoever (including withoul limitation, in rvriling. orally, electrouically, or by in.spection), that is
identified as conlitlenlial or proprielary al the time of disclosru'r: or is of a natu:r that should reasonably he
consideted to bc confidcntial, and includes but is not limitcd to the lslms ar::d conditions of lhis Agrcerrent,
and all busiless, tcchlical and other inlbrmation (includirrg wilhout limitation, all product. services,
filancial, marketilg, engineering, research and development informalion, product specificalions, lechnicat
dala, dala shcets, software, inventions, prooesses, trainlng ,r:anuals, know-how and any other informalion
or material); provided, however, thal Confidential Information shali not include the Conlenl {hat is to be
published on the Client Weblitc.
12.? "Cor1enl" shall mean ary arrd all, documenls, 1g'aphics, video, audio, irnages, scunds ald
other content thal is strcamed or otherwise transrnitted or provided by, or on behalf oi, the Client to
Oranicus.
t2.3 "Clicnt Website" shall mean the elient's cxisl.ing wsbsiles.
12.4 "Otanicus Applicalion Programmatic lnterface" shall msa,l the Granicus intorlbce which
is used to add, update, extracl, or delete informstion in MediaManager.
12.5 "Clanious Solution" shall nrcan thc Sok:tion detailed in the Propcsai, which may include
Granicus Soflware, lnstallation and 'l'aining, Managed Seruic,es, and l{ardwa:e, as specified in S$i!i!{.
t2.6 "Granicus Software" shall rnean all softwarc included with the Cranicus Solution as
specified in the attached Proposal thal nray include but is not liniited to: McdiaManager"M (includes
Uploader, Soliware Developmenl Kit, and Podcasting Services), MinutesMakcfu (includes LiveManagef,
MobilcEncoderl,ti, VotingSyste6r'u (includcs Public Vote Display).
,2.7 "Hardware" shali mean the equipmenl componenls of the Granicus Solutiori, as listed in
Exhibit A.
GnqN;cus, lxc. Sepvrcr AGB!.r.M,ih*r'{)Version 6
I2.8 .'Managed Services" shall mean the setvices provided by Granicus to.client for bandwidlh
usage associated with live and afchived Intenret ,t"'*ing, data storage' and Granicus Solution
maintelancc, upgrades, parts, customer support $erviccs, arrd sysicnl nroniloriltg, as detailed in the P|oposal
anached as Exhibit A.
lZ.g ..Managecl Sewices F-ce" shall rnearr the monthl),cost of the Malaged Sett'ices, as speci{ied
in Exhibit A.
12.10 "Meeting Body" shall nreall a unique board, commission' agency' or council body
comprised of appointcJ o"r. clccfid officiars that meet in a public capacity with the objective of pelforming
decisions rhrough a dernocratic votilrg process (rypically folrowing Robert's Rures of ordcr). 'l'rvo or more
Mectirrg Borries,rruy h. comprised-oir*" oi'a, of t'e same members or ofljcials bul ntay still he
considered separate and unigue Meeting Bodies ar cranicus' sore rriscrction. For example, cornnritlees,
subcommilees, city councils, planning commis.sions, parks at:d recreation departments' boards of
supervisors, school UoardVdisiricfs, and r"d"velopment agencies may be considercd sepamte and unique
inaividual Meeting tsodics al Granicus' sole discretion'
l2.ll ,.proposal,, shall nrcan the document where thc Cranicus Solution that is the object of this
Agreemenl is describe<l along rvith pricing and trainirtg information'
12.12 ..RcpresentativeS" Shall lnean the officers, directors, employees, agents, anorneys'
accountants, financial advisors and other representatives ofa parti''
12.13 "Tradetnarks" shall mean all tradetnarks, trade names and Iogos of Granicus and Client
thatarelistedonExhibitDattachedlret'elo,andanyotltcrtrarlemarks,tradcnalDc.sandlogosthatGranicus
or iii"n, *uy ,p..ifyE*iting 1o thc othcr party fiom limc to time'
,l.his Agreement consists of this Agreemettt as well as the follorving exhibits, whiclt arc incorporaled
herein by reference as hrdicated:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
E.xhibit E:
Exhibil F:
Proposat
Cunent Solution
Support lnformation
Hardwatt llxhibit
Trademark lnformation
T'ennination or Expiration Options Regarding Content
lN wt.l.Mlss WI-IEREOF, the parties have. caused this Aglecnrcnl lo bc executed by thei:'duly autlroliz*d
representatlves'
Gnnutcus, lNc. SHrvlcE AoREEMENT
Version (r
GRANICUS,
By:
Jason Fletcher
Its: Chief Executive Officer
Address:
707 l7d, Stree! Suite 4000
Denver, CO 80202
TOWN OF LOS GATOS by:
Laurel Prevetti, Town Manager
Approved as to Fonn:
Robell Schultz" lown
{Ieecrnnre$ded b^1
C\r>rs Ggea*e- r \\\5 lnc:naqea
8Gtuxrcus, INc. SEnvrcr; AoereveNr Yersion 6
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Los Gatos Peak Agenda B/12/15
PRESENTED BY: Ahmaci Abderrahim, Granicus
PRESENTED TO: Los Gatos
DELIVERED ON: october 15, 2o1s
OGRANtcus
COPYRIGHT O 2014 GRANICUS, INC,
o GRANICUS
Pricing Breakdown for your Solution
Peak Agenda Management Software 1.0 Package $400.00
Total Software Monthty Cost:
$400.00'
$400.00
Total Upfront Cost:
Total Monthly Cost:
$0.00
$400.00:
Software as a Service
Total (Monthly)Name Qty lunit (Monthly)
G 707 17tlt Str*{t,:Suite {QQQ, I.)r,nv,rr, CO 80202
OGRANlcus
lVlanaged Services
Granicus provides a comprehensive Manageci Services package vrith every solution to ensure long-lasting, success with
our technologies while maximizing your solution's performance. Our fully managed and hosted infrastructurc offcr's
unlimited bandwidth, storage and the highest security standards of your data ttrrouglr a cloud-based platform' our
remote, proactive rystems monitoring guarantees faster response time, predicts probtems before they arise, and helps
redure the cost of lT support and maintenance.
The Granicus team wot'ks arouncj-the-clock to ensure your applications are protected and operating smoothly. You also
receive continual access to advanced learning tools and the ltancls-on supporl, knowledge, and expertise of our skilled
Support Engineers and Customer Advocacv professionals'
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PEAK AG EN DA IVIANAG EI\4 ENT
New from Gr:anicus!
Visit r,vww.Gt anicus.conr/PeakDenro to teartr
mot'e about tlre the fastest, nrost supported,
nrost usatlle agenda rnatlagement software
irr tlre ittdustrY.
GRANICUSo
The chalenges of the agenda management process for nrunicipalclerks are well-known and well'documented:
highly manual, paper-dependent processes with llttle automation, with many inputs and approvers that create
botllenecks and infornration inconsislencies'
For years, Granicus has delivered lhe leading agenda management solution to government with software that
solves real problems, and now, we've raised the bar even further.
IntrocJuclng peak Agenda Managernent - Ihe fastest, most supported, most usable browser-based agenda
mallagentent software ln the industry, from the company that has set the pace'
Peak Foundations
EASY FAST MOST-SUPPORTED
ln dlssecting the comPlexitY
of the agenda PreParatlon
process, we dldn't want to just
layer technologY on top of the
issues and call lt good. Ease-
of-use and intuitiveness of
the Peak aPPlication will allow
clerks to quicklY get uP to
speed but also ramp uP new
staff and drafters with ease
Above all else, an agenda
managemenl aPPlication
should drasticallY reduce the
tlme spent managing agenda
preparation. That's why
features llke autoPoPulation
of flelds and drag-and-droP
ediiing were included. so
agendas can be created faster
and clerks can free uP tlme
We understand a Phone callto
support isn't always posslble,
like in the middle of a council
nreeting. To create a suPPort
experience unlike anY other
soltvvare solution our clienls
have experlenced, we built
in Peak an in-aPP live chat
fealtrre for real-time answers
to real-world lssues
(6 We wanted something easy but efficient for both the Council and Staff to use as
effectively as possible. We found that with this program. "Daralyn Spivey, Village Clerk, Vlllage of Bald Hoad lsland. N'C'
G 7O7 i71l\ Strcet, Suitc 4O00, Denvet, CO 80202
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AGENDA ITEM CREATION AND WORKFLOW:
Easlly create agenda ltems and route thtough
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MEETINGS: Easily vlew scheduled agendas,
progress of those agendas and dlve lnto details of
any meetlng - aU from a user-friendly calendar view
THE FINAL PRODUCT: Publish your agenda
when lts ready, notlng that lt wlll match your look
and layout
PRICE
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AUTOMATED WORKFLOWS
DRAFT
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. Submit agenda ltems electronically for review
No Upfront Cost
Pricing Based on
Your Size
Efiicient
Deployments
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Professional Services
ln oder to ensure a successful implenrentation arrcl user experience, Granicus provides professional sewices with each
solution. Below is a list of tlre requisite professional services for your solution.
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7A7 1Jfir Strocl, Sulte 4000, Derrver , CO BO2A2Ifl
G ran icus Differe ntiators
' World's tnost experienced providcr of government transparency, citizen participation, meeting efficlency, and
legislative management solutions with:
Over '1,000 clients in all 50 states, at every level of goverlrrnent
Over 31 million government webcasts viewed
More than 265,350 government meetinSs online
. First fully integrated legislative workflow managenlent systern for local government
' Open API architecture and SDK allow for seamless integrations with systems already in place
' Certified integlationr provide flexibility and choice of agenda workflow solutions
' Exclusive provider of the iLegislate ,Pad application that allows users to review agendas and su;rporting
materials, bookmark and take notes on items, stream archived videos, and review community feedback
' Only government webcasting service to provide encoding, minutes annotation, transcription, and closed
captioning services
. Truly rrnlimited storage and distribution for all mceting bodies and non-meetirrg content
' lndcfinite retention schedules for all archived meetin6 and norr-rneeting content
. Only provider of both tovernment webcasting and citizen entagernerlt services
. 24171365 custonrer seryice and support
. 979h cltstomer sa(isfaction rating. 98.50,6 client retention ratirrg
. Onc of the 100 conrpanies that matter most in online video by Strearrrirrg Media magazine
. Ranked 185 on Deloitte 500 fastest growing companies
. Ranked 419 on lnc 500 fastest growing companies
. Client Success stories are available here: http://www,granicus.com/customers/case-studies/
GRANICUS
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Proposal Terrns artd Conditions
. Sales tax may apply rlepending on your organization's tax sta(us atrd the tax laws unique to your state, county
and/or municiPalitY
. l{ Client's solution requires any onsite training, Clierrt agrees to pay travel expenses for Granicus employees
(including but not limited to airfare, lodging, meals) not to exceed two thousand dollars ($2,000.00) per trip.
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7O7 17tlr Strcc'1, Sultc 4000, Dcnvcr, CO 80202I l'l
G,,GRANtcus
[,XIIIBI'I B
CURRTTNI' S()I,I,1'I'I ON
The cun'ent Granisus solutions used by the City of Los fiatos inch:de:
. Opcn Platform
. GovemmentTt'ansparency
. Meeting Efficienr:y
City ofLos Gatos pays the following nronthly managed setvice fee:
$l,425.00/month
CRANtcus. lNc. SERvrcE AcnIEMr:N.r l0
I'XHI}JI'I'C
SIIPPOITT II\'FORMA TION
l. eqftact Infor:rnation. The supporr staff at Cratticus:nay be conlacted by tlre Client a{ its rnaililrg
address, general and support-only tclcphone numbers, and via e-rnail ol the Internet.
(a) }Y13!UUg-_AddIC$. Mail may be senl to the suppo.1 slaff at Otanicus
headqi:ariers, located ar707 l7d' Stresl, Suite 4000, Denver, C{) 80202.
(b) Telephone Numbers. Of{ice staff may lrc reachcd liom 5:00 AM to 5:00 PM
Pacific time at (415) 357-3618 or toll-fn:o at (871) 889-5495. 'l-hc technical sqrport stafl'may tre
reached at (415) 357-3618 opt i.
(c) Inlernet and E-maif COrflaqt.rifoqqatjqn, Tlie website for Cmnicus is
htto://www.qranicus,com.. E-mail may be sent lo tlre supporl staff at
c ustQIn erca$.@grarrj q u s. co!l].
Z. gltlpg1 Poliq}. When Granicus receives notification of an issuc i"ronr {llicn1, Cranicus, Inc.
custo:ner advocare o!'techtlical suppoil engineer rvill respond with notice thal lhry will be actively wolkirg
to resolve tlie issue. Granieus, lnc. rvill rnake a good faith effort to givc an assessnlent of tlte issue and ar
estinated time fulresclutiotr. Nolification shall be thc documented tirne thal the Client eithe:'calls or e-
mails Granicrs,lnc. to notify thcm of an issue or the docutnerted time tltat Granicus, Inc. notifies Clienl
tliere is an issue. firarricus rcsel'ves the right to modify its sirpporl and maintenance pciieies, as applicablc
t6 ils custorlers and licensees generally, frorrr lime to time, upon reasonable nntice.
3. Sghe{Ulg.d..}dglf11_ef:ence. Scheduled rnaintenance of the Granicus Solulitttt rvill trot ltc counled as
downtirne . Cranicus wili ciearly post that the site is dorvn tbr maintenance and thc cxpcclcd drrralion of tlrc
rnaintenance, Cranieus will provide the Client with at least threc (3) days prior notice I'or any scheduled
maintenance. All systern maintenance will only lrc performed during tltesc titnes, except ir the case of an
e'x6rgenc),. ln lile case thal cmcrgcncy lnainleltancc is requiled. the Client wili be provided as much
advance nolice, if an"y, ar possible ttndcr the circumstanccs.
4. So{lwarc llnhancem.Urts or}apdincationS. The Client may, fi'om time to time, requesl thal Crar:isus
incorporale cerlain features, enhancements or lnodificalions ("Mod!fications") into the Iicensed Granicus
Sollware. Sub.icct to tbe tellns and conditions to this exl:ibit and the Agrcemcnt, Cranicus arrd Client wilt
use cornn::ercially reasonabie effbrts to entel inlo a writlen scopc of work ("SOW") selling forth the
Modilicaliotrs to be done, tlre rimeline to pcrfonn thc work and the lees and cosls 10 bc paid hy Clienl lbr
the work.
4.1 DocumentaJi.oJ.r. I'he SOW will includc a detailed requirements and detailed design dccument
il)ustrating the complete financial tcrrns that govern the SOW, proposed project sta{fing, anticipated project
sclredule, and otfier information rclcvant to the project. Such Modifications shall become part of the licensed
Oranims Soliware.
4.2 Acceplgllqg. Client understands that all rvott eontemplared by this cxhibit is on a "linle-and-
materials" basis unlcss otherwise stated in the SOW. Delivery of the soiware containing the
Modifications shall be cornplete once such softwarc is dr:livcred and deenred by Granicus to bc ready
for Client's use. Client wil! have lifteen (15) days after delivcry of thc Modifications to notify Oranicut
Cr{ANK:us. lNc. SEevlcE Acnt;E[l tiN,"I ll Vcrsion 6
of any issucs or problems. lf (-'lieu nolifies Granicu.s withirr such liffeen (l5i day perir:d of issues or
problems, Gsnicus will prolnptly wolk to fix those issues or problcn:s,
4.3 Ti-llq to Modifications. All such Modificatio:rs shall be the sole property of the Graninus.
5.
GRANICUS USE
SOON AS POSSIBI.!.
IN TIIT RVfiNT OF'ANY INIUiIRUI''IION,
EXCI,I,'SIVE REMEDY. SHAI.I, HI] FOR
Y R}ASONABLE EI]FORT'S 1'O RES'I'OK]J ACCESS AS
t?CR/\Nteus, lr{. Sssvtcr Actre enauHl Vcrsion 6
EXIIII]IT I)
HARDWARE EXHIBIT
THIS HARDWARE EXHllll'f is entered irrlo by Granicus and Client, as an allacltrnent to tltc Agrccnlent
betweerr Gralicus and Client, for the I-lardware components of the Granicus Solttlion (tlte "l-latdwat'e")
provide6 by Granicus to Client. 'fhis exhibit is an additional pan of the Agrtement attd is incotporated
iherein by ieferencc, Capitalizcd tcnns used bu1 nol defined in this cxhibit have the nteanings given in the
Agleement.
l. Price. The price tbrthe Ilardrvare shall be the price specified irr the Proposal.
2. DetiVery. Any sclreduled ship datc quoled is approximate. and not lhe esseDce of this cxhibit.
Granicus will select the sfiipmcnt nrcthod unless othena.ise mutually agrecd in writing. Granicus retains
title to anrl qwnership of all Granicus Sr.rllware installed by Granicus on the Hardwarc, notwitltstanding thc
use of thc lcrm "sale" or "put'chasc."
3. Acceptance. Usc of thc Flardwarc hy Client, its agenls, cmployees or licensees, or the failure b1'
Client ro reject the Hardware within fifteen (15) days following delivery of the lJardrvare, constilules
Clieltt's acclptance. Clienl lnay orly rcjcct the Hardware ifthe IJardware does not coltform to tlre applicable
writtcn specifi cations.
4. Seryice Response Time. For hardware issues requiring replacetneul, Gtanicus shall res;rond to the
re4uest rnade by the Client within twenty'lbur (24) h<lurt. Hardwarc service repair or replaccrnent will
ociur within seventv-two (?2) hours of dclcrminalion of a hardware issue, not inclrrding the tirne it takes
for the parl lo ship arrd travcl to the CIicnt. llrc Clicru shall gmnt Granicus, ot its rcpresenlatives access to
the equipment foi the purposc of rcpair or replaccmcnl at rcasonablc timcs, Cratlicus rvill keep thc Clicnt
informed regarding tlre timefranrc and prog'css of thc repair.s or replaccmenl. C)nce thc Ilardwafe i.s reccivcd
Client's rcspon.sibilities will irtclude:
a. lv4ount ser-\,et'on client rack (if applicable)
b. Connecting original network cables.
c. Conrtcclitrg origittal auctio and video cables (if applicablc)
s. uMlTA',no_N _8L__LIABII-I]Y.. GRANICIJS SlJAI.l- NOT BD LIABI-E FOR
CONSEQTJENTIAI,, EXEMPLARY, TNDIRECT, SPECIAL, PUNITIVE OIt INCIDENTAL DAMAGES
ARISINC OUT OF OR RELATING TO TI.IIS EXHIBIT INCLUDING WITI]OUT LIMITATION LOSS
OF PROFIT, WHETHER SUCH LIAtsLTI'Y ARISES LINDER CONTIIACT, TORT (INCLUDINC
NEGLIGENCE), STRICT PRODUCT LTABILITY OR O'THERWISE, EVEN IF GRANIC]US I{AS BEEN
ADVISED OF'TI:lt POSSIBILITY OF SUCH DAMAGES Ot( I}'SUCH DAMAGE COULD HAVE
BEEN REASONABLY FORESEEN. IN NO EVENT WILL GIIANICUS' LIABILII'Y 'I'O CI,IENI"
ARISINC OUT O}- OR RELATING 1'O TITIS E.XHIBIT EXCI]ED THI] AMOUN'T OF 'I'HE PRICE
PAID TO GRANICUS BY CLIENT FOR THE I{ARDWARE.
6. Hardware. In the evelt of malfunction for llaldware plovided by Granicus, Ilaldware will be
rcpaired or replaocd as per the warranty, and &s dctailed in this Exhibit. Cranicus provides lhe above-
lncnfionecl services under Ctient's acknowledgtnent that all Granicus lools, and systelns will be installed
by lhc nranufacluref chosen by Granicus within the Hardware, provided to the client. These software tools
have been qualified by Granicus to allow the highest level of service for the client' \\'hile it is Granicus'
intention to provide all Clients with tlre same level of customer care and wan'atlty, should the Client declinc
these rccommended tools, oerlain lcvcls of seruicc artd warrattty Inay tlot gtraranteed,
GtaNtctrs, I Nc. SEt(\'tcE AGI(EEMEN'f l3 Version 6
I
7. RemolQ Accesstbjli!:t. Granicus lcvcrages rclnote access t<xrls suclr as l.ogmein {br installation and
ongoing maintcnance of Grunicus soflwars. Thcse tools are designcd to providc Granicus technicians with
Itecessar'\' infbrmation lo diagrrose and resolve soltrvare problcms. Should the Clienl decide to decline the.se
relmote tools, Grunicus cannot guarant€e optirnal levcl of scrvicc due lo lintited acccss to Cranicus
Hardware. Client undelstand that should tlrel, 69.16r to use intcrnal rncthods of access, suoh as VPN, CIient
may need to assist Cranicus technicians fbr remole accessibility during business horrrs as well as aftcr hours
in the event Granicus techuicians are unable to access remote Granicus systcms.
8. LuShssed llardware Wan"nlv. For l-lardware purclrased Iir.rn Granicu-s by Client, Glanicus will
ptovide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year warranty
period, Oranicus shall repair or replace alr). J"lardwale prrrvidcd directly fi'onr Granicus thal fails lo function
properly due to nomal weal and tear. defective rvorkmanship, or dcfective materials.
9. Use of Non-Approvqd-l{ardware.The Granicus platforrn is designed and rigorously tested based
on Gmnicus-approved Hardware. In ordel to provide tlre highesl level of supporl, (iranicus requires tJ:e use
of Granicus-approved Hardrvare in your solutiorr. While it is Cranicus' inler:tion to providc all clients with
the same leve ! of custonler care and continuous soiirvare upgrades, Gmnicus does not make any guarantees
or warranties whatsoever in the event Client u.sc,s non-approved hardware,
10. Q_ient- Changes to Hardware Pph:lUgd. Client shall no1 install any soltwarc or software
components that have nol bccn agrecd upon in advance belwcen Client and Granicus technical slaff. Whilc
it is Granicus' intention lo providc all clients with the same level of custonrer care, Granicus docs not makc
any guarantees or warrauties whatsoever regarding thc Hardwale in the evenl Client violatcs this provision.
Cnaxrcrrs, INC. SERvlcE AcREEMINT t4 Versiol 6
il-egislale'"'
lnSite-
Integruted Public Record"'
Inteiligent Routing"'
LinkedMinutes"'
G ran i cus Reqi st gl'-e-d Ilad ern arls (9 l:rcl u de :
@ onarucus
Granicus logo as a rnark
Granicus6
Legistaro
MediaVaulta
MinutesMakero
Mobile EncodeP
Outcast Encodero
StreamReplicatore
Granicus Trademark NaErgs rYlnclude:
Civicldeas*'
EXTIIBIT E
TRADEN{ARK IN IIORI\I A1' I O N
IvlediaManager"
MediaVault"'
MeetingMernber'"
MeetingServer''
Simulcast Encodetr"'
VoleCast"'
VoteCast"' Classic
VoteCasl"' l'ouch
Iror an updated list of Cranicus registered ratlemarks, trademarks and servicemarks, please visit:
htlp ://rv ww. granicus.com/help/lega llcopy ri ght -and-tradetn a rk/.
elielI_Irademarks
LiveManager"'
MediaCenter'"
Gn extcus, lxc. Srnvtcr, AGn I:EME^*I t5 Version 6
EXIIIBIT I'
TERMINATION OR trXPIRATION OPTIONS REGARDING CONTTN.r
ln case of terntination ol expiration of thc Agreemcnt, Granicus and the Client shalt work together to
provide tlre Client with a copy of lts Content. The Client shall have the option lo choose one (l) of the
follorving nlethods to obtain a copy of its Conlent:
Option I: Vidco/Atrdio file,s made available lluough arr cxternal hard drivc or FTP site in its rau,
non-pmprietary Ibrnral. A CSV file will he includcd providing file nanre mapping and date. Tlris
option shall he provided to Clienl at Granicus' actual cost, which slratl nol be unreasonable.
Option 2: Provide the Contenl via download frorn thc application Ul. This option shall be providecl
free of chargc and is available anytirne.
Option 3: Provide the tneans to pull the contcnt u.sing the Glanicus Application Prograrnming
Interface (API). This option is provided fi'ee of charge and is available al anytime.
Option 4: Professional serviccs can be contracted lbr a {bc to cuslomiz-e thc reojeval of'content
fiom lhe system.
'l'lrc Clienl and Oranicus shall work togcthcr and make their best eftbns to transfcr llrc Contcnt u,ithin the
sixty (60) daY t€rmination periocl. (iranicus has thc right to rlelete Conlenl llorrr its scrviccs after sixty
(60) davs. or whensverlrarrsfcr of contcnl is oornplctcd. rvhiche:vcr is lalci'.
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(inaxrcUs. lNC. SERVI('r. Arinr:riur.:N r l6 Version 6
AOfi* l5-J*o,1.,...-..,.-.
ORD
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RESO
GRANICUS, INC. SERV]CE AGREEMENT
THIS SERVICE AGREEMENI'(the "Agreement"), dated as of October 20, 2015 (the "l3ffective
Date"), is entered into between Granicus, luc. ("Cranicus"), a California Corporation, and the Towrt oflos
Gatos, CA (the "Client"). Additioml defiriitions of capitalized lerms used herein are set forth in Sestion I2
hereof.
A, WHEREAS, Granicus is in lhe business of developing, licensing, and offering for sale
valious streaming media solutions specializing in Intemet broadcasting and related support services; and
B. WI-IEREAS, Granicus desires to provide ard Client desircs to (i) purchase the Granicus
Solution as set forth in the Proposal, which is affached as Exhibit A, and incorporated herein by reference,
(ii) continue with Clienl's existing solution as described in the Current Solution document, which is
attached as Exhibil B, and incorporated herein by rcference, (iii) engage Granicus to integrate jts Granicus
Software onto the Client Website, (iii) use the Granicus Soflware subject to the terms and conditions set
forlh in this Agreement, and (iv) contract with Grarricus to adrninister the Granicus Solution through the
Managed Services set forth in ExhibiG A and--Il.
NOW, THERDFORE, in considelation of tlre foregoing and thc mutual agrecments, covenants,
represenlations, and waranties herein contained, the parties hereto agree as follows:
I. GRANICUS SO}'TWAREAND MANAGED SERVICES.
l.l Software and Services. Subject to the tems and conditions of this Agreement Granicus
will provide Client with the Granicus Soflwale, and Managed Services that comprise the Granicus Solution
as outlined i:: Exhibits A and B. Managed Services shall mean the services prnvided by Granicus to Client
as detailed in Exhibits A and B. Managed Services Fce shall mean the monthly cost of the Managed
Services, as detailed in Exhibits A and 8..
2. CBANT O.'F LJCENSE.
2.1 Ownership. Clanicus, and/or its third party snpplier, owrls the copyright and/or cerlain
proplietary infomation protectable by law in the Granicus Software.
2.2 Use. Gmnicus agrees to provide Client with a revocable, non-transferable and non-
exclusive license to accsss the Oranicus Software listed in the Proposal and a revocable, non-subiicensable,
non-transferable and ron-exclusive right to use the Granicus Software. All Granicus Softwart is proprietary
to Granicus and protected by intellectual property laws and intemational intellectual property treaties.
Pursuant to this Agreement, Client may use the Cranicus Software to perform its own work, including
Clienl's work with its customers/coustituents. Caneellation of the Client's Managed Services will also result
in the immediate teirnination of the Client's Soffware license as described in Section 2.2 hercof.
2.3 Limited WarraBt-y; Exclusive Remedies. Subject to Sections 6.1 arrd 6.2 of this Agreement,
Granicus rvauanls that the (iranicus Soflware, as provided by Cmnicus, will substantially perform in
accordance with the functionality and fealurcs as described in the Proposal for as Iong as the Clieut pays
for and teceives Managed Seryices. Clielt's sole and exclusive remedy for any breach by Cranicus of this
\\iarrcnty is to notify Granicu.s, with sultcieut detait of the uonconformance, and provide Granicus with a
Version 6
GneNrcus, lNC. SERVTcE AcRIEMENT I
A.
reasoneble oppoftunity to correct or replaoo the defestive Gtanicus Softu,are. Client agees to comply with
Granicus' reasonable instructions with respecl to the alleged defective Crauicus Software.
2"4 Umjgliql;. Except for the license in Seclion 2.2, Cranicus retains all ownership and
proprielary rights in and to the Gmnicus Software, arid Clienl is nol permitted, and will not assist or permit
a third party, to: (a) utiliz* the Cranicus Soflware il 1he capacity of a setvice Lrureau or on a titne share
basis; (b) r'evcrse engineeq decornpile or otlrerrvise attempt to derive sourc€ code from the Cranicus
Software; (c) provide, disclose, ol otherwise make available the Granicus Softwate, or copies thertot to
any third palty; or (d) share, loan, or otherwise allorv another Meeting Body, in or oulside its jurisdictiort,
to use the Cranicus Soflware, or copies thereof, except as expressly outlined in the Proposal.
3. PAYMEN:'pF FEES
3.1 Clielt apees to pay all fees, costs and other amounls as outlined in the Proposal in Exhibit
3-2 Fifty percent (50%) of all up-front fees for all products arc due upon Gmnicus' r'eceipt ol.
an executed agreement or purchase ordsr, as approp'iate- The renaining fiffy percent (50%) of up-Bont
fees for each producl are due upon delivery of that product. Annual bilting for Managed Services for
associated products shall begin upon complelion of delivery as defined under Sectior 3.3 below. Client will
be invoiced a pro.rated amount fi'om the completion of delivery through the end of the year'. Thereater,
Clienl will be billed, in advance, eachJanuary 1. Client agroes tcpay all invoices from Cranicus within
thiry (30) days of receipl of invoice. Client acknowledges that products may be deiivered and fulll,
operational $6parale frofi the other purchased ploducls.
3.3 For Granicus Hardwarc, delivery is complete once the Client receives Hardware
componeris with the configurr<l Granirius Sollware- For Gmnicus Softrvare, delivery is complete once the
So{lware is delivered and deemed by Granicus to be ready for Clie::t's use. For l.egistar, delivery is
cornplete once the Hardwarc and Softwarc ale installed and deemed by Cranicus to be ready for Client's
use. Upon Granicus Hardware and/or Software delivery, Client will have fifteen (1.5) days to noti!
G'anicus of any issues or prcblems. If Client notifies Granicus within such fifteen-(15) day period of issues
or probiems, Granicus will prornptly work to fix l,hose issues or p:nblems.
3.4 Granicus,lnc. shall send all invoices to:
Name :
Title:
Address:
Melissa Ynegas
A.P. Accounts l'echnicia::
I'}O Box 655
I-os Gatos, CA 95031
3.5 Upon each ycarly arrniversary during the term cfthis Agreement (including both the initial
tern and all renewalterms), the Cranicus Managed Service Fees may increase l'orn the previous Managed
Seryice Fees by five (5) percent per arulum.
3.6 Saining Ujage Poli Graaicus has established best practicB trairring plans around
success with Cranicus services, and Clienls are encolraged to take advantage of all purchased training up-
front in order to achieve the maxirnum amount of success with their services. All purchased trainilig must
be completed within ninety (90) days of the date of the project kickoff call. Any purchased training not
used during this ninety (90) day period will expire. If Client feels that it is necessary to obtain more lraining
after the initial ninety (90) day period, Client may purchase additional training at thal time.
2GtaNtcus, INc. SExvtce AoREEMTNT Version 6
3.7 Training Cancellation Policies. Gmnicus' policies on Client cancellation of scheduled
trainings are as follows:
(a)Onsite Trainina. For an y canccllalions wilhin forry-cight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, nray invoice the Client for one hundled
(.l00) percenl ofthc purthased training cosls and all travel expenses, irrcluding auy incuned third
party cancellatiorr fees. Subsequent training will need to be purchased and scheduled al the
previously quoted pdcing.
(b) Online Training. For any cancellations within lwenty-four (24) hoius of the
scheduled online training, Cranicus, at its sole discretion, may invoice the Clienl for fifty (50)
pet:ent of the purchased fiaining costs, including any incured third party cancellalion fees.
Subsequent training will need to be pr.rrchssed and scheduled at the previously quoted pricing.
4.CONTI]NT PROVIDED TO GRANICUS
4.1 Responsibilitv for Content. The Client shall have sole control and |esponsibility over the
detemination of which data and information shall be included io the Contenl that is to be transmitted.
includhrg if applicable, the determinalion of which cameras and microphones shall be operational at any
panicular time and at any particular location. However, Granicus has the right (but not the obligation) to
remove any Conte thal Granicus believes violates any applicable law or lhis Agreement.
4.2 Resfictions. Clien't shall not provide Granicus with any Conlent thal: (i) infringes any third
pa(y's copyrighl, palent, trademarlq trade seclct or othel proplietary rights; (ii) violates any law, statute,
ordirrutcc or regulation, including without limitation the laws and regulalions goveming export control and
e-mail/spam; (iii) is defamatory or trade libelous; (ir) is pomographic or obscene, or promotes, solicits or
comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatenin& indecent, vulgar,
or otherwise objectionable or constitutes unlawful content or activity; (v) conlains any virLses, or any olher
similar software, data, or progmms that may damage, detrimenlally interfere with, intercept, or explapriate
any syslem, data, informalion, or properly ofanother.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademalk
lnformation exhibit attach€d as Exhibit D.
5.1 Each Party shall retain all right, title and intercst in and to their own Trademarks, including
any goodwill associated therewith, subject to the limited license granted pursuant to Section 5.2 hereof.
Upon any terminalion of this Agreement, each Party's right to use the other Party's Trademarks pusuant
to this Seclion 5 terminates.
5.2 Each Paxty granls !o the olier a non-exclusivc, non-transferable (othel tlrau as provided in
Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably neccssary to perform
its obligations under this Agrcemenl, provided that any promolional materials containing the other Party's
Trademarks shall be sutject to the prior witten approval of such othe,'Party, which apptoval shall not be
rmreasonably withheld.
6, LIMITATION OF L IABILITY
6.1 Waranty Disslaimer. Excepl as expressly provided herein, Granicus' services, soflware
and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied
warranties, including but not limited to implied waranties of merchantability, and fitness for a partioular
purpose. Cmnicus does not wanant that acc,ess to or use of its software ot services will be uninterrupted or
3ORANrcus, INc. SLtvtcl, AGREEMENT Version 6
error 0ee. In the evenl ofany inlerruption, Granicus' sole obligation shall beto use comrnercially reasonable
effods to restore access.
6.2 Limitation o, Liabililies. To the maximunr exlent permitted by applicable law, Cnanicus
and its suppliers and licensors shall not bc liable for any indirect, special, incideutal, consequential, or
pur:itive damages, whether loreseeable or not, including but not limited to: those arisiug out ofaccess to or
inability to access the services, sofiware, content, or relaled tcchnical support; damages or costs relating to
the loss of profits or revenues, goodwill, data (including loss of use or of dat4 loss or inaccuracy or
conuptio[ of data), or cost ofprocurement ofsubslitutc 8,oods, 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 ro event
will Granicus' and its supplies' and iicensors' liability cxceed the total amount of Managed Selvices Fees
paid by CIient underthis Agreemen( for the six (6) month period prior to the date Oe clairn arose, regardless
oflhe form ofthe claim (includhtg without limitation, ary contract, p!'oduct liability, or torl claim (including
negligence, stalutory or otherwise).
7. CONFIDENTIA], IN},'OR A'TION & OWNERSIIIP
7.1 Confidentialit v 0blioations-Each party agrees lo keep confidential and not disclose to any
third pary, and to use only for purposes of performing or as othelwise permitted under lhis Agreement, any
Confidentia.l Informalion ofthe other Party. The receiving party shall protect the Confidential lnformation
using measures similar to those it takes to prolect its own confidential and proprietary information of a
similar nature but not less than reasonable measures, Each parly agrees not to disclose the Confidential
Infolmatioll to any of its Replesenlatives except those who are tcquired to have the Confidential
lnformation in conneclion with this Agreement and then only ifsuch Representalive is either subjecl to a
\4,I'itten con{identiality agi€ement or otherwise subject to fiduciary obligations ofconfidentiality that covel
the confidential lreatmenl of lhe Confidential Information.
7 .2 Exceotions. The ohligations ofthis Section 7 shall not apply ii receiving parly can prove
by appropriate documentation tbat such Confidential Information (i) was krown 1o the rcceiving party as
shown by the receiving party's files at the time ofdisclosure thereoe (ii) was already iu the public domain
at thc time ofthe disclosure ther eof, (iii) entered the public domain thmugh no action ofthe receiving party
subsequent to the time of the disclosure thereof, or (iv) is required by iaw or govetnment otder to be
disclosed by the receiving party, provided thal lhe receiving party shall (i) if permitted by applicable law,
notiry the disclosing parly in wliling of such required disclosure as soon as reasonably possible prior lo
such disclosure, (ii) use its commercially rcasonable €fforts at its expense to cause such disclosed
Confrdential lnformalion to be treated by such goverrunental authority as lrad€ secrets and as conJidential.
8. TERM
8.1 'l'he term ofthis Agreement shall co[rmence on the date hereof and shall continue in full
force and effect for twelve (12) months after lhe date hereof. 'Ihis Agreernent may be renewed in one
(l) year terms as agreed upon by both parties. Client may cancel the Pcak Agenda solution within the
first six (6) months commencing fiom the effective dale of the Agreement (Trial Period). No refund shall
be given to Client for cancellation ofPeak Agenda.
8.2 Rights Upon Telmination. Upon any expiration or termination of this Agreement, and
unlcss otlrerwise expressly provided in an exhibil lo this Agrcemenl:
(a) Client's right 10 access or use the Granicus Solution, including Granicus Softwarr,
terminates and Granicus has no further obligation to provide any servicesl
4GRANrcus, lNC. SERvrcE AoRElit'tENT Version 6
9
(b) Client shall immediately retum the Granicus Software and all copies tliereof to
Granicus, and within thirty (30) days oftermination, Client shall deliver a written certification to
Granicus certifying that il no longer has custody ofany copies of the Cranicus Software.
(c) Client shall refer to Exhibit F for the fout (4) temination/expiration options
available regarding Cotttcnl.
8.3 Obligations Upon Temrination. Upon any lermination ofthis Agreement,
(a) the parties shall remain responsible fot any payments that have become due and
owing up to the effective datc oflermination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, ll, and l2 of the Agt'eemenl, and
applicable provisions of the ex-hibits intended to survive, shall survive temination of this
AgEemenl and oontinue in full force and effect;
(c) pursuanl to the termination or expilalion options legarding Content as set fofih on
Exhibit F, Granicus shall allow the client limiled access to the client's content, including, bul not
Ii*it"d to, all video recordings, timeslamps, indices, and cross-referenced documentation. The
Clienl shall atso have the option to order hard copies ofthe Content in the form ofcompact discs
or other equivalent fomat; and
(d) Granicus has lhe righl to delete Content within sixty (60) days ofthe expiration or
terminalion of this Ag€ement.
I I. MISCEI,I,ANEOUS.
9.1 Cranicus' Options. Ifthe Cranicus Softrvae becomes, or in Granicus' opinion is likely to
become, the subject ofan infringement claim, Granicus may, at its option and sole discrction, (i) obtain fol'
Client tire right 1o continue to use the Granicus Soflware as provided in this Agreement; (ii) replace the
Granicus Software with another software producl that provides similar functionalityi or (iii) if Grznjcus
detelrnines that neither of the foregoing options are reasonably available, Granicus may terminate lhis
Agrcement and refund any prepaid fees to client for which it has nol received the services.
10. INTERLOCALAGREEMENT.
10.1 This Agrecment may be extended for use by other municipalities, school dislricts 8nd
governmental agelrcies ipon execution ofan addendum or other signed wriling setting forth all ofthe tcrms
ind conditions ior such uie, includingtlre products and services and fees applicable thereto' Any such usage
by other.entities must be in accot dance with the city code, charter and/or procu'ement lules and
regulations of the l€spective governmental entity.
1 1.1 Amefldment and waiver. This Agreement may be amended, modified, waived or canceled
only in u'r.iting signed by each of the parties herelo or, h th€ case of a waiver, by the palty waiving
comptiance. e-ny iailure
'by
either party to strictly enforce any plovision of this Agreement will not be a
waiver ofthal plovision or any funher default.
ll.2 Governine Law. l'he laws ofthe State ofCalifornia shall govern the validity, construction,
and pelfornrance of this Agreomcnl, without reged to its conflict oflaw principles'
5GRANtcus, iNc. SERvlcE AGRTEMENT Version 6
I 1.3 Construction and Severability. Wherever possible, each provision of this Agreement shall
be interpreted so that it is vatid under applicable law. If any provision of tltis Agreement is held illegal or
unenfbrceable, that pt'ovision will be refonned only to the exlent nccessary to make the provision legal and
enforceable; all remaining provisions continue in full force and effect.
I 1.4 lndependent Contmctors. The parties arc independent contractols, and no other relalionship
is ir:tended by this Agreement.
I .1.5 Force Majeure. Other than payment obligations, :reither party is responsible for any delay
or failure in perfonnance if caused by any event outside the reasonable control of the party, including
without limitation acts of God, goveroment regulations, sho*age of supplies, act of war, act of temorism,
eadhquake, or electrical, internet or telecommunications outage.
I 1.6 Closed Captionine Services. Client and Granicus may agree lhat a third patty will provide
closed captioning or lranscription seryices under this Agrcement. In such casc, Client expressly undet:stands
that the third pa(y is an independenl contractor and not att agent or employee of Cranicus. Granicus is not
Iiable for acts performed by such independent third party.
12. DEFINITIONS. In addition to terms defined elsewhere in this Ageement, the following terms shall
have the meaning specified:
12.l "Confidential Information" shall mean all proprietary or confidential inforrmalion disclosed
or made available by either party pursuant to this Agreement, directly or indirectly, in any manner
whatsoever (including without limitation, in rvriting orally, electrorrically, or by inspection), that is
identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be
considered to be confidential, and includes but is not lirnited to the terms and conditions of this Agl'eement,
and all business, technical and other infotmation (includirg without limitation, all product, serviccs,
financial, marketing, cngineering, research and development information, product specifications, technical
data, data sheets, software, inventions, processes, training lnanuals, know-how and any other information
or material); provided, however, that Confidential Information shall not include the Contenl that is to be
published on tle Client Website.
12.2 "Content" shall mean any artd all, documents, gtaphics, video, audio, itnages, sounds and
other content thal is streamed or otherwise transmitted or provided by, or on bchalf of, the Client to
Cranicus.
12.3 "Client Website" shall mean the Client's existing websites.
12.4 "Glanicus Application Programmatic lnterface" shall mean the Granicus intelface which
is used to add, update, extract, or delete infotmation in MediaManager.
12.5 "Granicus Solution" shall mean thc Solution detailed in the Proposal, which rnay include
Grauicus Software, Installation and Training, Managed Services, and Hardware, as specified in Exhibit A.
12.5 "Granicus Software" shall rnean all software included with the Granicus Solution as
specified in the attached Proposal that may inelude but is not limited to: ModiaManagerrM (includes
Uploader, Softrvare Development Ki1, and Podcasting Services), MinutesMakerffi (includes LiveManager),
MobileEncoderrM, VotingSystemrM (includes Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Gmnicus Solution, as listed in
Exhibit A.
6GRANrcus, lNc. SERvlcE AGREEMENT Version 6
12.8 "Managed Services" shall mean the services provided by Granicus to Client for bandwidlh
usage associated with live and archived Intemet streaming, data storage, and Granicus Solution
maintenance, upgrades, parts, customer support services, and systcm monitoring, as detailed in the Plnposal
attached as EIblbll4.
l2,g "Managed Services Fee" shall mean the monthly cost ofthe Managed Services, as speciiied
in Exhibit A.
12.10 "Meeting Body" shall mean a unique board, commission, agency, or council body
comprised ofappointed or electe<l officials that meet in a public capacity with the objective of performing
decisions thr.ough a democratic voting process (typically following Robert's Rules of Orde{. Two or more
Meeting Bodies n,tay be comprised of some or all of the same membels or officials bul may still be
considered separate and unique Meeting Bodies at Granicus' sole discrction. For example, commitlees,
subcommifiees, city councils, planning commissions, parks and recreation dBPamments, boalds of
supervisors, school boardvdistricts, and redevelopment agcncies may be consideted separate and unique
individuat Meeting Bodies at Gmnicus' sole discretion.
l2.l I '?roposal" shall mean the document where tho Granicus Solution that is the object ofthis
Agrcement is desclibed along with pdcing and training information.
12.12 "Reprcsentatives" shau mean the omcers, directors, employees' agents, anomeys,
accountants, finarcial advisors and othel r€presentatives of a partl'.
12.13 "Tr.adeinarks" shall mean all trademarks, trade names and logos of Granicus and Client
that arc listed on Exhibit D attached hercto, and any othet trademarks, lr'ade names and logos that Granicus
or Client may specify in writing to the olher pafty from time lo time.
This Agreement consists ofthis Agrcement as well as the following exhibits, which are incorporated
hertin by reference as indicated:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Proposal
Current Solution
Suppofl lnfonnation
Hardwarp Exhibit
Trademark lnformation
Tennination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreemenl to be executed by their duly authorized
rePresentatives,
'lGRANICUS, INC. SERVICE AGREEMENT Version 6
GRANICUS,INC.
Jason Fletcher
Its: Chief Executive Officer
Address:
707 l7s. Street, Suite 4000
Denver, CO 8A202
TOWN OF LOS GATOS by:
Laulel Prevetti, Town Manager
Approved as to Form:
Robert Schultz, Town
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C\r>r: G5ra'e-oe-, SS lncnG(ee
By:
8GraNrcus, INc. Smvtce AoR.neueNr Version 6
Los Gatos Peak Agenda Bl12/15
PRESENTED BY: Ahmad Abderrahim, Granicus
GRANICUS
DELIVERED ON: October 15, 2015
o
COPYRIGHT O 2014 GRANICUS, INC.
PRESENTED TO: Los Gatos
o GRANICUS
Pricing Breakdown for your Solution
Peak Agenda Management Software jr.O $400.00
Total Software Monthly Cost:
Total Upfront Cost:
Total Monthly Cost:
$400.00i
sqoo.oo:
$400.00:
$0.00:
as a Service
Total(Monthly)Unit (Monthly)Name Qty
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o GRANICUS
lVanaged Services
Granicus provides a comprehensive Managed Services package vuith 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, storag,e 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 tT 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 Advocary professionals.
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PEAK AGENDA MANAGEIVI ENT
New,f,rorn 'Granic,us!
Visit wwvv.Gra n icus.com/PeakDem o to lea rtr
more about tlre the fastest, most supported,
most usable agenda management software
in the industry.
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GRANICUSo
The challenges of the agenda mEnagemenl process for municipa! clerks are well-known and well-documented:
highly rnanual, paper-dependent processes with llttle automation, with many inputs and approve rs that create
bottlenecks a nd i nforrnation inconsislencies.
For years, Granicus has delivered the leading agenda management solution to government with software that
solves real problems, and now, we've raised the bar even further.
lntroduclng peak Agenda Management - the fastest, most supported, most usable browser-based agenda
n'lanagement software ln the industry, from the company that has set the pace"
Peak Foundations
FAST :
ln dissecting the comPlexitY
of the agenda Preparatlon
process, we dldn't want to just
layer technology on top of the
issues and call it good. Ease-
of-use and intuitiveness of
the Peak applicatlon willallow
clerks to quicklY get uP to
speed but also ramp uP new
staff and drafters with ease
Above all else, an agenda
management aPPlication
should drastically reduce the
time spent managing agenda
preparation. That's why
features llke autoPoPulation
of flelds and drag-and-droP
editing were included, so
agendas can be created faster
and clerks can free uP time
We understand a phone callto
support lsn't always Posslble,
like in the middle of a council
meeting. To create a suPPort
experience unllke any other
software solution our clients
have experlenced, we built
in Peak an in-aPP live chat
feature for real-time answers
to real-world lssues
(( We wanted something easy but efficient for both the Council and Staff to use as
effectively as possible. We found that with this program. "Daralyn Spivey, Vlllage Clerk, Vlllage of Bald Heacl lsland, N.C.
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to your responsibilities and view latest iomments
via the tlmeline on agenda lnformatlon
AGENDA ITEM CREATION AND WORKFLOW:
Easlly create agenda itenrs and route through
sequentlal or concurrent approval phases
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progress of those agendas and dlve lnto detalls of
any meeting - all from a user-friendly calendar view
AUTOMATED WORKFLOWS
THE FINAL PRODUCT: Publish your agenda
rvhen lts ready, noting that lt will match your look
and layout
PRICE
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&,
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. Draft ageqda items using conflgurable tempf ateg .ln one,system
. Subnrit qgenda ltems electronically for review
o GRANICUS
Professional Services
ln order to ensure a successful inrplementation and user experience, Granicus provides professional services with each
solution. Below is a list of the requisite professional services for your solution.
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o GRANICUS
G ra nicus Differentiators
. World's most experienced providcr of government transparenry, citizen pa(icipation, rneetint efficienry, and
legislative management solutions with:
Over 1,000 clients in all 50 states, at every level of government
over 31 million government webcasts viewed
More than 265,350 government meetings online
. First fully infegrated legislative workflow management system for local government
. open API architecture and SDK allow for seamless integrations tr,rith systems already in place
. Certified integrations provide flexibility and choice of agenda workflow solutions
. Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting
materials, bookmark and take notes on items, stream archived videos, and review communigr feedback
. Only government webcasting service to provide encoding, minutes annotation, transcription, and closed
captioning services
. Truly unlimited storage and distribution for all meeting bodies and non-meeting content
. lndefinite retention schedules for all archived rneeting and non-meeting content
. Only provider of both government webcasting and citizen engagement services
, 24171365 customer service and support
. 97rh customer satisfaction rating, 98.50/6 client retention raling
. One of the 100 cornpanies that matter most in online video by Streaming Media magazine
. Ranked 185 on Deloitle 500 fastest growing companies
. Ranked 419 on lnc 500 fastest growing companies
. Client Success stories are available here: http://www,granicus.com/customers/case-studies/
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o GRANICUS
Proposal Terrns and Conditions
. Sales tax may apply depending on y<lur organization's tax status and the tax laws unique to your state, county
and/or municipality
. tf Client's solution requires any onsite training, Client agrees to pay travel expenses for Granicus employees
(including but not limited to airfare, lodging, meals) not to exceed two thousand dollars ($2,000.00) per trip.
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EXHIBIT B
CURRJiNTSOI,IJl'ION
Ihe currenl Granious solutions used by the City of l".os Gatos include:
. Open Platfonn
. GovernmentTransparencyr Meeting Efficiency
City of Los Gatos pays the following monthly managed service fee:
$1,425.00/month
GRANrcus, lNc. Sr.nvrce AcREEMENT t0 Version 6
]]XHI BI'I'C
SI]PPORT INFORMATION
Contact I nfo nalion. The support staff at Granicus may be contacted by the Client at its rnailing
address, general and support-only telephone numbers, and via e-mail or the Intemet
(a) Ma'Ilg Addlg!! h4ail may be senl 10 the support staff al Granicus
headquarlers, located a|707 l7m Street, Suhe 4000, Denver, CO 80202.
(b) Teleohone Numbers- Office staff may be reached from 5:00 AM to 5:00 PM
Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staffmay be
reached at (415) 357-3618 opt l.
(c)Inlernet and ll-niail qErlqctllfol]!4tlsn. The website for Granicus is
http://www.qranicus.com. E-mail ma y be sent 1o the support staff at
cr:stomercarc@gr anicus.corn
2. -fuppB$-InLigf When Granicus receives notification of an issuc lrom Client, Granicus, Inc.
customer advocatc or technical support engineel will lespond with notict tlial lhey will be actively wolking
to resolve the issue. Granicus, Inc. will make a good faith effon to give an assessmenl ofthe issue and an
estimated time for resolution. Nolification shall be the documented tine that the Client either calls or e-
mails Granicus, lnc. to nolify them ofan issue or the documented time tlral Gmnicus, Inc. notifies Client
therc is an issue. Granicus reselve.s the right to rrodi! its support and maintenance policies, as applicable
to ils custoncls and licensees genemlly, from time to time, upon reasonable notice.
Scheduled Mai ntenatcr. Scheduled mainlenance of the Granicus Solution will no1 be counled as3
downtirne. Granicus will clsarly post that the site is down for maintenance and the oxpecled duration ofthe
maintenance. Granisus will provide the Client with at least threE (3) days prior notice for any scheduled
maintenance. All system maintenance will only be performed during thesc times, except in the case ofan
emergency. In the case that emergency maintenance is rcquiled, the Cliont will be provided as much
advance notice, if any, as possible under the circumstances.
4. Software Enhancements or Modifications. The Client may, flom time to time, r'equesl that Cranicus
incorpora(c certain fcalurcs, enhancements ol rnodifications ("Modifications") into the liccnsed Granicus
Soflware. Subject to the tems aDd conditions to this exhibit and the Agreement, Granicus and Client will
use commercially rtasonable efforts to enter into a uT itten scope of work C'SOW) sefling forth the
Modifications to be done, the timeline to pcdorm the work and the fees and costs to be paid by Client for
lhe work.
4.1 Documentation. I'he SOW will include a detailed requir€ments and detailed dosiSn document
illustrating the complete financial terms that govern the SOW, proposed ptoject staffin& anticiPated project
schedule, and other information relevant to the project. Such Modifications shall b€come part ofthe licensed
Granicus Software,
4.2 Acceptance. Client underctands rhat all work contemplated by this exhibit is on a "time-and-
materials" basis unless otherwise stated in the SOW. Delivery of the softwarc containing the
Modifications shall be complete once such softwarc is delivered and deerned by Grallicus to be reBdy
for Client's uss. Client will have fifteen (15) days afler delivery ofthe Modifications to notiry Gr"nicus
CRANrcus. lNc. SERVICE A6RE iMENT lt Version 6
of any issues or problems. If Clicnl notifies Granicus within such fifteen (15) day period of issues or
problerns, Granicus will prcrnptly work to fix those issues ol problems,
4.3 Title to Modifications. AII such Modifications shall be the sole property of the Granicus.
5. Li.mitation of Liabilit-y: Exclusive Remed.y. IN THF'. EVENT OF ANY INTERRUPTION,
GRANICT]S' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, S}IALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
CnaNtcus, INC. Sr,nvtcs AcneevD^*t t2.Vcrsion 6
EXHrBrr p
HARDWARE EXHIBIT
THIS IiAI{DWARE EXHIBIT is entered into by Granicus and Client, as an attachment to tlte Agreement
between Granicus and Client, for the I-laldware components of the Granicus Solution (tlte "l-Iardware")
provided by Granicus to Client. This exhibit is an additional pafi of the Agreement and is incorporated
therein by reference . Capitalizr:d tcrrns used but no1 defined in this cxhibit have the meanings given in the
Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Deliver-v. Any scheduled ship dale quoted is approximate and not the esseDce of this exhibit.
Cranicus will select the shipment method unless otherwise mutually agreed in writing, Granicus relains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the
use of thc term "sale" or "purchase."
3. Acceptance. Use of the Hardwa.rc by Client, its agenls, employees or licensees, or the failure by
Client to reject the l:Iardwarc within fifteen (15) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only rejectthe Hardware ifthe Ilardware does not cottform to the applicable
written specifi cations.
4. Service Response Time. For hardware issues requiring replacement, Cranicus shall respond to the
rcguest rnade 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 issuc, not including the time it takes
for the parl to ship and travcl to thc Client. Thc Client shall granl Granicus, or its reptesentatives access to
the equipment for the purpose of repair or replacement at reasonable times, Cranicus will keep the Client
informed regarding the timefrarne and progress of the repairs or replacement. C)nce the IJardware is received
Client's rcsponsibilities will include:
a. Mount server on client tack (if applicable)
b. Connecting original network cables.
c. Connecling original audio and video cables (if applicable)
5. L]MITATION OF LIABTLITY. GRANICUS SHALI. NOT BE I.IABLE FOR
CONSEQTJENTIAL, EXEMPI.ARY,INDIRECT, SPECIAL, PUNITIVEOR INCIDENTAL DAMAGES
ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITI{OUT LIMITATION LOSS
OF PROFIT, WI{ETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING
NEGLICENCE), STRICT PRODUCT LIABILITY OROTHERWISE, EVEN IF GIIANICUS }IAS BEEN
ADVISED OF'THE POSSIBILITY OF SUCH DAMAGES OR Ii.'SUCH DAMAGE COTILD HAVE
BEEN REASONABLY TORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY 1'O CI,IENT
ARISTNG OUT OF OR RELATING TO TI]IS EXHIBIT EXCEED THE AMOUNT OF'I'HE PRICE
PAID TO GRANICUS BY CLIENT FOR TTM HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardwate will be
repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus plovides the above-
menlioned services under Client's acknowledgment that all Granicus tools, and systems will be installed
by thc manufacturer chosen by Cranicus within the l-lardrvare, provided to the client. These software tools
have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and wananty, should the Client decline
these recommended tools, certain levcls of seruice and walTanty may not guaranteed.
GRANrcus, INc. SERvrcE AGTTEEMEN't'l3 Version 6
7. Remote Accessibility. Gunicus lcvcrages rcmote access tools suclr as Logmein for installation and
ongoing maintensnce of Granicus sofiware. These tools are designed 1o providc Cranicus tecluricians with
necessary infonnation lo diagnose and resolve softrvale problems. Should the Client decide to decline these
remote tools, Glanicus cannot guarantee optirnal level of servicc due to limited access to Granicus
Ilardware. Client undemland that should they decide to use internal methods ofaccess, such as VPN, Clienl
may need to assist Clanicus technicians ibl remole accessibility during business hours as well as afler hours
in the evcnl Cranicus technicians ale unablc to access rcmote Gmnicus systcms.
8, Purchased Il u,ar'e w al't'anlv For Flardware purchased fiom Granicu-s by Cli€nt, Glanicus wiil
provide to Client a three (3) ycar rvarranty with respect to the Hafdware. Within the three (3) yeal waranty
period, Cranicus shall rcpair or replace any Hardware provided directly from Cranicus that fails to function
properly due to normal weal and tear', defective workrnanship, or defective materials.
9. Use of Non-Approved l{ardware. The Granicus platforrn is designed and rigorously tested based
on Grunicus-approved Hardrvare. ln order to provide the highest ievel ofsupporl, Granicus requires the use
ol'Granicus-approved Hardwart in your solutiorr. While it is Gmnicus' iutention to provide all clients with
the same level ofcustomel care and continuous software upgrades, Gmnicus does not make any guaranlees
or waranlies whatsoever in the event Client uses non-approved hardware.
10. Client Chanses to Hardware Prohibited. Client shall not install an y software or soflware
components lhat have nol been ageed upon in advance bctween Client and Granicus teolmical staff. While
il is Granicus' intention to provide all clients with the same level of customer care, Granicus does not makc
any guarantees o[ wananlies whatsoever regarding the Hardwar e in the event Client violaies this provision.
ORANIcUS, INC. SERVICE AOREEMIiNi.t4 Vcrsion 6
EXHIBIT E
TRADEMARK INFORMATION
Granicus Repistered Tradernarks @ Lrclude :
@ onar,ucus
Granicus logo as a mark
Granicus6'
Legistare
MediaVaull@
MinutesMakeP
Mobile Encoder@
Outcast Encodero
StreamReplicators
Granicus Trademark Namqs rM Include:
Civicldeas*
iLegislate"'
InSite''
Integlated Publ ic Record'^'
Intelligent Routing*
LinkodMinutes"'
LiveManagefl
MediaCenter*
MediaManager*
MediaVault"'
MeetingMernber"'
MeetingServer"'
Simulcast Encoder*
VoleCast"'
VoteCast"' Classic
VoteCast"'Touch
For an updated list of Granicus registered trademarks, trademarks and setvicemarks, please visit:
http ://www.ganicus.com/help/legal/copyri ght-and-tra demafl .
Client Trademarks
GRANlcus, lNc. SeRvrcp AoREEME^-T t5 Version 6
EXIITBI'T Ii
TERMINATION OR EXI'IRATION OPTIONS REGARI}ING CONTEN'T
In case of tennination or expiration of the Agreement, Granicus and the Client shall work together to
plovide the Client with a copy of its Content. The Client shall have the option 1o choose one (l) of the
following nrelhods to obtain a copy of its Coutent:
Option l: Video/Audio files made available tlu'ough arr cxternal hard drivc or FTP site in its rarv
non-proprietary format. A CSV file will be included prnviding file name mapping and date. This
option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable.
Option 2: Provide the Content via download from the application UL This option shall be provided
free of charge and is available anytirne.
Option 3; Provide the nreans to pull the content using the Grarricus Application Programrning
Interface (API). This option is provided fi'ee of charge and is available al anytime.
Option 4: Professional services can be contracted for a fee to customize the retrieval of content
fium the system.
1he Client and Granicus shall work together and make their best efforts to lransfer the Content within the
sixty (60) day termination period, Granicus has thc right to delete Content frorn its services after sixty
(60) days, or whenever transfer of content is cornpleted, r,,'hichever is later.
a
.
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GRANrcus, INC. SERvrcE AcREEMF.NI t6 Version 6