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Granicus Inc AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES ("City") and GRANICUS, INC., a California corporation ("Contractor") (collectively, the "Parties") is effective as of the 14th day of April, 2019. RECITALS A. The Parties entered into that certain Agreement for Contractual Services dated October 15, 2014 through April 14, 2019 ("Agreement"), whereby Contractor agreed to provide streaming media solutions in order to provide the City with a live feed of City Council meetings (the "Services"). B. The Parties wish to alter certain aspects of the Agreement, such as the services covered and the amount of fees charged C. While the Parties negotiate a new contract they desire to continue the current services through June 30, 2019, for an additional compensation of$2,700. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strilethfeugk and added text in bold italics. (a) Section 3.2 is amended to read: "3.2 Fifty percent(50%) of all up -front fees for all product suites are due upon Granicus' receipt of a purchase order. The remaining fifty percent(50%) of up -front fees for each product suite are due upon completion of deployment for that suite. Quarterly billing for Managed Services for associated product suites shall begin upon completion of deployment of each suite. Client will be invoiced a pro -rated amount from the product suite deployment completion date through the end of the quarter. Thereafter, Client will be billed each January 1, April 1, July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty( 30) days of receipt of invoice. Client acknowledges that each suite is fully operational separate from the other purchased suites. Client' s acceptance of any individual suite is not conditioned upon the acceptance of any other suite as they are separate solutions. For the services provided from April 1, 2019 through June 30, 2019, the Client will be billed the monthly fee as described in Exhibit A of one thousand fifty-four dollars and eighty-one cents ($1054.81) a month,for an additional sum of three thousand one hundred sixty-four dollars and forty-three cents($3,164.43).The Client will be billed by invoice delivered on or about April 1, 2019. For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is complete once the software is installed, tested and deemed by Granicus to be ready for Client' s use and all items on Deployment Checklist have been completed. The Deployment Checklist is attached hereto as Exhibit G and incorporated herein by reference. The Client will have 2 weeks to test and accept milestones. Any problems will either be accepted or reported to Granicus for resolution. Any milestone not responded to within 2 weeks will be automatically accepted." (b) Section 3.3 is amended to read: "3. 3 Granicus, Inc. shall send all invoices to: Name: Dan-Landon Lukasz Buchwald Title: IT Manager Address: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 And by email to: accountspayable@rpvca.gov and lbuchwald@rpvca.gov" (c) Section 8.1 is amended to read: "8. 1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect until June 30, 2019. - -• -- - : - - - - -- -• (1) year each, unless either party notifies the other in writing at least thirty(30)days prior (d) Section 12.8, entitled "Notice", is amended to read: "12. 8 Notice Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered ( a) in person or( b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: Responsible Person: Dan-Landon Lukasz Buchwald, Information Technology Manager ( IT Manager) City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: 01203.0006/542789.1 -2- Responsible Person: Mark Spengler(CEO) Mark Hynes Granicus, Inc. 1999 Broadway, Suite 3600 San Francisco, CA 94107" Denver, Colorado 80202 (e) Section 12.9, entitled "Counterparts.", is added to read 12.9 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. " 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No.2,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2. 5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv)the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/542789.1 -3- IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Doug Willmore, City Manager ATTEST: Emily Celbern, City Clerl' APPROVED AS TO FORM: ALESHIRE& WYNDER, LLP I • , 46, illiam W.`1' nder, City Attorney CONTRACTOR: GRANICUS, INC. By: Name: Nick Harri Title: Vice President of Professional ervices By: . e: ric Gibson Title: CFO Address: Granicus 1999 Broadway, Suite 3600 Denver, Colorado 80202 Two corporate officer signatures required when Contractor is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President;and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY. 01203.0006/542789.1 -4- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF WIDIROOLNIXiX COLORADO COUNTY OF .90 I $DENVER On March 26 ,2019 before me, Breanna Hadley personally appeared Nick Harris proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BREANNA C HADLEY Notary Public WITNESS my hand and official seal. State of Colorado Notary ID#20184045501 Signature: � My Commission Expires 11-28-2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT El INDIVIDUAL El CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) El LIMITED El GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT El TRUSTEE(S) El GUARDIAN/CONSERVATOR El OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/542262.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF ViCIMMIXIXMCOLORADO COUNTY OF 10JCNNIsf>S DENVER On March 26 ,2019 before me, Breanna Hadley ,personally appeared Eric Gibson ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. BREANNA C HADLEY Notary Public WITNESS my hand and official seal. State of Colorado Notary ID#20184045501 Signature: ,,/„, . . 411C0 // My Commission Expires 11-28-2022 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/542262.1 First Amendment to the Granicus Service Agreement between Granicus, Inc. and Rancho Palos Verdes, CA This First Amendment to the Granicus, Inc. Service Agreement is effective on the date this document is signed and entered into by and between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicue), and Rancho Palos Verdes, CA (hereinafter referred to as "Client'l, with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement effective 10/1 S/2014 (the "Agreement"), and WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed in Q-45604, which is attached as Exhibit A and incorporated herein by reference, NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Except as amended by this First 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 First Amendment and the documents comprising the Agreement, the provisions of this First Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives. By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Rancho Palos Verdes, rA �Granlcus Signature: Signature: Name: L-.UbC!Ar-SZ 00041AL0 Name: Eric Gibso Title: 1 j NIANA(ZEP, Title: CFO Date: N- , gyp)$ Date: November 20, 2018 Exhibit A Granicus Proposal for Rancho Palos Verdes, CA ,Granicus Contact Name: Andrew Murray Phone: (202) 407-7435 Email: andrew.murray@granicus.com Quote Number: Q-45604 Prepared On: 11 A 9/2018 Valid Through: 11/21/2018 Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency, USD 164 Solution BiNing FrequencyQuantityfUnit One -Time Fee 50% Up Front Granicus Encoding Appliance Hardware - SDI (AMA)O (GT) 50% Upon 1 Each $3,500.00 Delivery Granicus Encoding Appliance Hardware - Setup & Conflg US Shipping Charge C - Large Item Annual Fees for New Subscriptions Upon Delivery 1 Each $875.00 Up Front 1 Each $125.00 SUBTOTAL: $4,500.00 o utionFrecuenc�r Quantity/Unit Annua Fee � Upgrade to SDI 720p Streaming Annual 1 Each $1,200.00 SUBTOTAL: $1,200.00 Please note, annual fees for new subscriptions will be prorated to align to Client's then -current billing term. Exceptions include Recurring Captioning Services, SMS; and Targeted Messages. ft F-7 -Name !DescrlFdon Granicus Encoding AMAX Encoder with Osprey SDI Card. Used to pass commands and data from LiveManager that Appliance Hardware - include Start/Stop of webcast, indexing, and document display. Also serves to distribute video SDI (AMAX) (GT) and captions to be distributed to the CDN or Performance Accelerator. Granicus Encoding Remote configuration and deployment of an encoding appliance. Appliance Hardware - Setup & Config US Shipping Charge C US shipping of a large item - Large Item Upgrade to SDI 720p Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Streaming GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of October 15, 2014 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus", "Consultant"), a California Corporation, and The City of Rancho Palos Verdes (the "Client"). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non- exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non -transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. Page 1 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibit A. 3.2 Fifty percent (50%) of all up -front fees for all product suites are due upon Granicus' receipt of a purchase order. The remaining fifty percent (50%) of up -front fees for each product suite are due upon completion of deployment for that suite. Quarterly billing for Managed Services for associated product suites shall begin upon completion of deployment of each suite. Client will be invoiced a pro -rated amount from the product suite deployment completion date through the end of the quarter. Thereafter, Client will be billed each January 1, April 1, July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges that each suite is fully operational separate from the other purchased suites. Client's acceptance of any individual suite is not conditioned upon the acceptance of any other suite as they are separate solutions. For Open Platform, Government Transparency, and Meeting Efficiency Suites, deployment is complete once the software is installed, tested and deemed by Granicus to be ready for Client's use and all items on Deployment Checklist have been completed. The Deployment Checklist is attached hereto as Exhibit G and incorporated herein by reference. The Client will have 2 weeks to test and accept milestones. Any problems will either be accepted or reported to Granicus for resolution. Any milestone not responded to within 2 weeks will be automatically accepted. 3.3 Granicus, Inc. shall send all invoices to: Name: Dan Landon Title: IT Manager Address: City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 3.4 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of Labor and Statistics website http://www.bls.gov/CPI/) or three (3) percent a year on Client's Managed Services Fee, whichever is larger. 3.5 Training Usage Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are encouraged to take advantage of all purchased training up -front in order to achieve the maximum amount of success with their services. All purchased training must be completed within one hundred and twenty (120) days of the date of the first date of training per suite. Any purchased training not used during this one hundred and twenty Page 2 (120) day period will expire. If Client feels that it is necessary to obtain more training after the initial one hundred and twenty (120) day period, Client may purchase additional training then at a rate of $250 per hour. 3.6 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight (48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. Cancellations more than forty-eight (48) hours of the scheduled onsite training will be rescheduled without additional cost. (b) Online Training. For any cancellations within twenty-four (24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. Cancellations more than twenty -fours (24) hours of the scheduled onsite training will be rescheduled without additional cost. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises , profane, defamatory, libelous, threatening, indecent, vulgar, or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non-exclusive, non -transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials Page 3 containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of. profits or revenues, goodwill, data (including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INFORMATION & OWNERSHIP. 7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of Client. 7.2 Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the Page 4 - receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (18) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) 'Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, (c) Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to Exhibit E, Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to theClient's Content, including, but not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole Page 5 discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 10. INTERLOCAL AGREEMENT, 10.1 This contract may be extended for use by other municipalities, school districts and governmental agencies. Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations of the respective governmental entity. 11. INSURANCE 11.1 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) general aggregate for bodily injury, death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. 11.2 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance, with minimum of one million dollars ($1,000,000) combined single limit 11.3 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 11.4 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be cancelled by the insurance carrier without thirty (30) days prior written notice to CITY, or ten (10) days notice if cancellation is due to nonpayment of premium. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. If the insurance carrier will not provide the required notice, the Consultant/Contractor and or its insurance broker shall notify the County of any cancellation, or Page 6 reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect. B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT'S expense, the premium thereon. 11.5 Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability policy shall contain endorsements naming the CITY, its officers, agents and employees as additional insured. 11.6 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers compensation and professional liability) shall include provisions for waiver of subrogation. 12. MISCELLANEOUS. 12.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 12.2 Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. Venue for any lawsuit that is filed regarding the terms of this agreement shall be in Los Angeles County Superior Court. 12.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 12.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 12.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, or electrical, internet or telecommunications outage. 12.6Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client Page 7 expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. 12.7 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48) and the applicable equal employment provisions of the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et sea.). 12.8 Notice Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: To CITY: Responsible Person: Dan Landon, Information Technology Manager (IT Manager) City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Tom Spengler (CEO) Granicus, Inc. 600 Harrison St. San Francisco, CA 94107 A party may change its address by giving written notice to the other party. Thereafter, any notice or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three (3) business days after it has been deposited in the United States mail. For purposes of communicating these time frames, weekends and federal, state, religious, County of Los Angeles or CITY holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. [The remainder of this page left blank intentionally] Page 8 This Agreement consists of this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content Exhibit F: Granicus 2014 Service Level Agreement with Penalties Exhbit G: Deployment Checklist IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. By: ll// Its: AJ--� c/r't, Address: 600 Harrison St, Suite 120 San Francisco, CA 94107 CITY OF RANCHO PALOS VERDES Name. Ca�a v. l��f ✓ ��I l`� _ Its: 6 a'� 7, C � . � ✓►'�a �a e � ()( D 4A"'--orw e rJ�v Address: v�Ob.o P t d S UC/' d Sr L,► Date: 011 N f 1 q Page 9 EXHIBIT A PROPOSAL [The remainder of this page is left blank intentionally.] Page 10 O GRANICUS Granicus Proposal for Rancho Palos Verdes, CA August 7, 2014 Dear Daniel, Thank you for considering Granicus and discussing your city's interest in improving its transparency and efficiency through web streaming, archiving and rapid search functionality. The following outlines those items you described on our call: • Public facing side of Granicus (search, link to agenda etc) • Ease of linking video to agenda • Modern IT infrastructure What follows is a proposal containing Granicus products and services tailored to your organizational and fiscal requirements. By selecting Granicus, your organization will gain what over 1200 government clients already have: a trusted partner. And we're the only company with the experience and capabilities to provide an integrated public record that fits your existing legislative processes, software, and technical infrastructure. Granicus is committed to ensuring your critical applications are installed quickly and run effectively with 24/7 tech support and proactive monitoring. You'll also receive unlimited web -based training and a dedicated account manager who will know your solution inside and out. Our aim is to help you effectively achieve your goals. On the following few pages, you will find our proposed solution, investment, roadmap, product descriptions and some of our key differentiators. We look forward to establishing a rewarding, long-term relationship with you. Sincerely, Joshua Hurni Account Executive 415-967-5573 Granicus, Inc 0 GRANICUS Roadmap In working with 1,200 government entities we have found that our most successful projects start with clear communication and roadmap of the steps involved in selecting and coordinating the deployment of your transparency solution. The following table lists the typical milestones and their corresponding dates. This tool will help guide our communication/expectations and assist both of us in coordinating our resources. Project Milestones: Project Timeline Call 8/07/2014 Data/Tech Validation Call 8/13/2014 PO Received 9/15/2014 Paperwork Complete 9/30/2014 Project Kick -Off 10/15/2014 Deployment Complete 2/01/2015 Success Evaluation 9/01/2015 Q GRANICUS Investment Your Granicus solution was based on your specific video streaming and efficiency needs. Our pricing reflects our commitment to supply customers with the highest value and quality software and support. Government Transparency and Efficiency Suite: Product Name Unit Price (Up -Front) Unit Price (Monthly) Streaming and Archive Audio/Video and Minutes $8,350.00 $1,100.00 Data Conversion TBD TBD Negotiated Discount $0.00 $200.00 Total00 $900.00 Quote Expires September 30, 2014 *** Pricing excludes tax O GRANICUS Proposed Solution Granicus® Open Platform The Granicus° Open Platform is the cloud -based foundation for all Granicus applications. It allows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools and includes free access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in place. The Granicus Platform includes the ability to upload and publish content including videos and documents. Click here for more information on the Granicus Open Platform. • Unlimited content storage and distribution • Open architecture and SDK • Archived video editing and indexing • Citizen web portal • Live and on -demand streaming to mobile devices • Create a paperless agenda environment with iLegislate° for the Wad Granicus Encoding Appliance The Granicus Encoding Appliance is designed and built for our platform and streaming protocols to provide government organizations with superior live and on -demand webcasting performance. The hardware is pre -configured and delivered ready to stream. Simply connect power, network and an audio/video source. Full appliance control is available through a web browser or locally installed client application. • Provides live and on -demand streaming — online and via mobile devices • Remote systems monitoring and Granicus maintenance updates • 500 GB of local storage (approximately 1,000 hours of archive content) • Facilitates internal streaming across your local area network (LAN) — up to 50 concurrent viewers • Supports extraction and display of embedded closed captions to help maintain ADA compliancy • Faster archive upload times, less video buffering • H.264 video codec encoding • HTML5 and Flash compatible streaming delivery Granicus' hosted infrastructure supports the encoding appliance and offers unlimited bandwidth, storage and the highest security standards through a cloud -based platform. Our remote, proactive system monitoring guarantees faster response time, predicts problems before they arise, and helps ® GRANICUS reduce the cost of IT support and maintenance. The Granicus team works around-the-clock to ensure your applications are protected and operating smoothly. This ensures long-lasting success with our technologies while maximizing your solution's performance. Government Transparency Suite The Government Transparency Suite gives your citizens greater access to public meetings and records online. Take the next step towards transparency and stream meetings and events live, link related documents to your video, and provide advanced searching of archives. The Government Transparency Suite gives you unlimited cloud bandwidth and storage as well as local live and on -demand streaming for up to 50 concurrent viewers. This Suite also allows you to connect agenda data to the Pad to review agendas and supporting documents, take notes, and more through the iLegislate° application. Click here for more information on the Government Transparency Suite. • Give citizens convenient access to live and archived streaming through your website • Reduce public inquiries with searchable, self-service access online • Import agendas and index video live to eliminate hours of work • Manage and distribute unlimited meetings and events—all completely automated • Reach a broader audience - integrate closed captions with video • Understand and measure public participation with in-depth video analytics Meeting Efficiency Suite The Meeting Efficiency Suite is a live meeting workflow solution that combines minutes with a meeting's recording. Capture and publish minutes, saving staff time and cutting administrative costs. Record roll -call, agenda items, speakers, motions, votes, and notes through a simple interface. After the meeting, finalize minutes quickly and easily in Microsoft WordT". With VoteLog, allow the public to track legislation, ordinances and even voting member records through your website. This Suite also allows you to seamlessly integrate with agenda solutions already in place. Click here for more information on the Meeting Efficiency Suite. • Meeting preparation tools • Live minutes automation • Quick notes and text expansion • Minutes editing and publishing • Generate linked minutes 0 GRANICUS Training Government Transparency and Efficiency GT&E Online Session #1— GT Pre & During Meeting Workflow — 2 hours 2. -hour online training session for up to 6 attendees. Who should attend: Anyone responsible for creating, loading, and publishing an agenda and those responsible for time stamping (and eventually note taking and recording motions/votes) during the meeting Goals: 1. To understand the high level basics of the Government Transparency Suite workflow 2. To become familiar with the MediaManager and LiveManager interfaces 3. To learn how to execute pre -meeting tasks in MediaManager 4. To learn how to index the meeting in real time with LiveManager GT&E Online Session #2 — Basic Post -Meeting, Using Extra Tools & iLegislate - 2 hours 2 -hour online training session for up to 6 attendees. Who should attend: Anyone responsible for post -meeting video time -stamping (and eventually editing of notes, motions and votes and creation of minutes) and publishing of the video. Goals: 1. To learn how to execute post -meeting tasks in MediaManager 2. To learn how to use extra tools to enhance transparency and efficiency GT&E Online Session #3 — Review GT/iLegislate & GT&E Pre/During Steps - 2 hours 2 -hour online training session for up to 6 attendees. Who should attend: Anyone responsible for administrating iLegislate, creating, loading, and publishing an agenda and anyone responsible for creating minutes during the meeting (time -stamping, recording notes, motions and votes during the meeting). Goals: O GRANICUS 1. To build upon the basic Government Transparency workflow and understand the minutes creation process in the Government Transparency and Efficiency Suite 2. To learn how to set up iLegislate users and use iLegislate for paperless agendas 3. To learn how to pre -annotate for a meeting in MediaManager 4. To learn how to record minutes data in LiveManager GT&E Online Session #4 — GT&E Post Meeting Steps - 2 hours 2 -hour online training session for up to 6 attendees. Who should attend: Anyone responsible for post -meeting video time -stamping, publishing of the video, editing of notes, motions and votes, and creating minutes' document. Goals: 1. To learn how to make changes to the Minutes post -meeting 2. To learn how to validate, print and publish the minutes online GT&E Online Session #5 — Review GT&E Pre & During Meeting Workflow- 2 hours 2 -hour online training session for up to 6 attendees. Who should attend: Anyone who attended Online Session #1 - #4 who need a full workflow review of creating events, loading and publishing agendas & running a live meeting of time stamping, recording notes, motions and votes and those responsible for administrating iLegislate. Goals: 1. To review the pre and during Government Transparency and Efficiency Suite workflow 2. To prepare for an upcoming meeting in MediaManager GT&E Online Session #6 — Review GT&E Post Meeting Workflow - 2 hours 2 -hour online training session for up to 6 attendees. Who should attend: Anyone who attended Online Session #1 - #5 who need a full workflow review on post -meeting video time -stamping, publishing of the video, editing of notes, motions and votes, and creating minutes document. Goals: 0 GRANICUS 1. To review the Government Transparency and Efficiency post meeting workflow 2. To publish a set of approved minutes 3. To obtain answers to any outstanding questions regarding your workflow A.. To be prepared to use the Government Transparency and Efficiency Suite for future meetings Q GRANICUS Granicus Differentiators • World's most experienced provider of government transparency, citizen participation, meeting efficiency, and legislative management solutions with: o Over 1,200 clients in all 50 states, at every level of government o Over 31 million government webcasts viewed o More than 265,350 government meetings online • First fully integrated legislative workflow management system for local government • Open API architecture and SDK allow for seamless integrations with systems already in place • Certified integrations provide flexibility and choice of agenda workflow solutions • Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting materials, bookmark and take notes on items, stream archived videos, and review community feedback • Only government webcasting service to provide encoding, minutes annotation, transcription, and closed captioning services • Truly unlimited storage and distribution for all meeting bodies and non -meeting content • Indefinite retention schedules for all archived meeting and non -meeting content • Only provider of both government webcasting and citizen engagement services • 24/7/365 customer service and support • 97% customer satisfaction rating, 98.5% client retention rating • One of the 100 companies that matter most in online video by Streaming Media magazine • Ranked 185 on Deloitte 500 fastest growing companies • Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here: http://www.81-atlicus.com/Clients/Case-Studies.aTx EXHIBIT R SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 600 Harrison Street, Suite 120, San Francisco, California, 94107. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at (415) 357-3618 opt 1. After hours or in case of a technical support emergency, the support staff may be reached at (415) 357-3618. (c) Internet and E-mail Contact Information. The website for Granicus is http://www.granicus.com. E-mail may be sent to the support staff at customercare@aranicus.com. 2. Support Polio When Granicus receives notification of an issue from Client, Granicus, Inc. customer advocate or technical support engineer will respond with notice that they will be actively working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an estimated time for resolution. Notification shall be the documented time that the Client either calls or e- mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc. notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. 3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 4. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW"). Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 4.1 Documentation. After the SOW has been executed by each party, a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information - Page 11 relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time - and -materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 4.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 5. Limitation of Liability, Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] Page 12 EXHIBIT C GRANICUS, INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the "Hardware") provided by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. I . Price. The price for the Hardware shall be the price specified in the Proposal. 2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term "sale" or "purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of determination of a hardware issue, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus, Inc. or its representatives access to the equipment for the purpose of repair or replacement at reasonable times. Granicus, Inc. will keep the Client informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is received Client's responsibilities will include: a. Mount server on client rack (if applicable) b. Connecting original network cables. c. Connecting original audio and video cables (if applicable). 5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the Hardware, provided to __. - Page 13 the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and warranty, should the Client decline these recommended tools, certain levels of service and warranty may not guaranteed. 6. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use internal methods of access, such as VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. 7. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials. 8. Use of Non -Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades, Granicus does not make any guarantees or warranties whatsoever in the event Client uses non -approved hardware. 9. Client Changes to Hardware Prohibited. Client shall not install any software or software components that have not been agreed upon in advance between client and Granicus technical staff. While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision. [end of Hardware Exhibit] Page 14 EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks granicus- Granicus logo as a mark Granicus® MediaVault® Mobile Encoder' Outcast Encoder® StreamReplicator® Granicus Trademark Names TM Integrated Public Record"' Intelligent Routing'" LinkedMinutesTM LiveManagerTM MediaCenter'" MediaManagerT" MeetingMemberT" MeetingServerT" Simulcast Encoder'M VoteCastTM VoteCastTM Classic VoteCastTM Touch Client Trademarks --- --.- .. Page 15 EV14TRIT F. TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the following methods to obtain a copy of its Content: • Option 1: Video/Audio files made available through optional media: data CD, external hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be included providing clip information, and/or legislative content. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content using the Granicus Application Programming Interface. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty (60) days. Page 16 - - - EXHIBIT F Granicus, Inc. Service Level Agreement 1.1 Up -Time Guarantee. Granicus, Inc. maintains 99.9% up -time for its hosted services. Granicus, Inc. will provide notification of any system -wide outages within one (1-3) hour(s) of the time the issue was first recognized. 1.2 Contact Information. The support staff at Granicus, Inc. may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via email or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus, Inc. headquarters, located at 600 Harrison Street, Suite 120, San Francisco, California, 94107. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at (415) 357-3618 opt 1 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415) 357-3618. (c) Internet and Email Contact Information. The website for Granicus, Inc. is http://www,granicus.com. Emails may be sent to the support staff at 1.3 Maintenance Services/Response Times. Granicus, Inc. represents and warrants that all maintenance services and response times for service will be in accord with the levels and response times set forth below: (a) Level I: Emergency. Level I problems are total failures of the hosted software or frequent intermittent failure such that the Client cannot consistently rely upon the quality and level of services agreed to by the parties hereto. Granicus, Inc. will respond to all Level I problems within one to three (1 -3) hour(s) of notification by the Client of occurrence. (b) Level II: Urgent. Level II problems are non -emergency issues that the Client believes need to be addressed within twenty-four (24) hours. Typically, this includes video files not uploading, document template configuration changes, and other time -sensitive issues. Granicus, Inc. will respond to all Level II problems within twenty-four (24) hours of notification by the Client of occurrence. (c) Level III: Non -urgent. Level III problems are typically feature requests or non - time -sensitive issues. Granicus, Inc. will respond to all Level III problems within three (3) days of notification by the Client of occurrence. A response by Granicus, Inc. means that a Granicus, Inc. customer advocate or technical support engineer will respond with notice that they will be actively working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an estimated time for resolution. Page 17 Notification shall be the documented time that the Client either calls or e-mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc. notifies Client there is an issue. 1.4 Credits. For failure to respond to a Level III problem in timely manner: one (1) day of managed service. Level II: one (1) day of managed service per hour past the twenty-four (24) hour response time required. Level I: one (1) day of managed service per hour past the response time required. 1.5 Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime, and will only take place between 9:00 PM and 3:00 AM Pacific time on a Friday, Saturday or Sunday. Granicus, Inc. will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus, Inc. will provide the Client with at least three (3) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice as possible. .. Page 18 EXHIBIT G GRANICUS PROJECT CHECKLIST Page 19 Q GRANICUS Granicus City of Rancho Palos Verdes Project Checklist Granicus Media Manager Site Desired Go -Live Date Valued Client Stakeholder Valued Client IT Granicus Product Trainer Granicus Designer Granicus Account Manager Project Milestones Description Rancho Palos Verdes Signoff Project Kickoff Meeting Encoder Configuration Acceptance Live Manager Configuration Acceptance Agenda and Minutes Templates Acceptance Player Page Design Acceptance Data Migrated Acceptance Streaming Media Functionality Acceptance Technical Deployment Completed/Billing Begins 10/8/14 v.2