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GRANICUS, INC. SERVICE AGREEMENT <br />THIS SERVICE AGREEMENT (the "Agreement"), dated as of October 15, 2014 (the <br />"Effective Date"), is entered into between Granicus, Inc. ("Granicus", "Consultant"), a California <br />Corporation, and The City of Rancho Palos Verdes (the "Client"). <br />A. WHEREAS, Granicus is in the business of developing, licensing, and offering for <br />sale various streaming media solutions specializing in Internet broadcasting, and related support <br />services; and <br />B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the <br />Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein <br />by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) <br />use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) <br />contract with Granicus to administer the Granicus Solution through the Managed Services set forth <br />in Exhibit A. <br />NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, <br />covenants, representations and warranties herein contained, the parties hereto agree as follows: <br />GRANICUS SOFTWARE AND MANAGED SERVICES. <br />1.1 Software and Services. Subject to the terms and conditions of this Agreement, <br />Granicus will provide Client with the Granicus Software, and Managed Services that comprise the <br />Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided <br />by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost <br />of the Managed Services, as detailed in Exhibit A. <br />GRANT OF LICENSE. <br />2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or <br />certain proprietary information protectable by law in the Granicus Software. <br />2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non- <br />exclusive license to access the Granicus Software listed in the Solution Description and a revocable, <br />non-sublicensable, non -transferable and non-exclusive right to use the Granicus Software. All <br />Granicus Software is proprietary to Granicus and protected by intellectual property laws and <br />international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus <br />Software to perform its own work and work of its customers/constituents. Cancellation of the <br />Client's Managed Services will also result in the immediate termination of the Client's Software <br />license as described in Section 2.2 hereof. <br />2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this <br />Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will <br />substantially perform in accordance with its applicable written specifications for as long as the Client <br />pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by <br />Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and <br />provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. <br />Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective <br />Granicus Software. <br />Page 1 <br />