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Res No 184-11-13498RESOLUTION NO.: 184-11-13498 A resolution authorizing the City Manager to execute an addendum to the existing 3 year agreement with Granicus, Inc. to add to the existing module the Training Management Suite Module. This module will increase its current investment of $1,050 monthly by $330 monthly service charge; the new monthly investment total is $ 1,380, charging account No. 001- 1340 -512- 4632 (Internet Service); and providing an effective date. WHEREAS, the city would like to take the existing system one step further and add the Training Management Suite, this module will benefit Code Enforcement, Human Resources and other departments giving them the capacity to train staff remotely, making us a more efficient, effective better trained team; and WHEREAS, based on a mutual agreement, as part of the offer from Granicus, the City of South Miami will receive monthly management services at no cost until July 1, 2012. The Training Management Suite includes all training, software, hardware, 24/7/365 support, professional service, installation and implementation. The city will be responsible to pay monthly management service fee in full starting July 1, 2012, billing for this period starts April 15, 2012. WHEREAS, the City of South Miami wishes to execute an addendum to the existing 3 year agreement with Granicus, Inc; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIANH, FLORIDA THAT: Section 1: The City Manager is hereby authorized to execute an addendum to the existing 3 year agreement with Granicus, Inc to add Training Management Suite Module. Section 2: This resolution shall be effective immediately. Passed and Adopted this 1 s tlay of Nov . , 2011. ATTEST: CITY CLERK READ AND APPROV ED AS TO FORM LANGUAGE, LEGALITY ANA ... • I Commission Vote: 5 -0 Mayor Stoddard: Yea Vice Mayor Newman: Yea Commissioner Palmer: Yea Commissioner Beasley: Yea Commissioner Harris: Yea South Miami A&Ance OOMW CITY OF SOUTH MIAMI t r OFFICE OF THE CITY MANAGER INTER- OFFICE MEMORANDUM 2001 To: The Honorable Mayor & Members of the City Commission From: Hector Mirabile, Ph.D., City Manager ,' W Date: November 2, 2011 Agenda Item No.:� Subject: A resolution authorizing the City Manager to execute an addendum to the existing 3 year agreement with Granicus, Inc. to add to the existing module the Training Management Suite Module. This module will increase its current investment of $1,050 monthly by $330 monthly service charge; the new monthly investment total is $ 1,3$0, charging account No. 001- 1340 -512 -4632 (Internet Service); and providing an effective date. Background: The City would like to take the existing system one step further and add the Training Management Suite; this module will benefit Code Enforcement, Human Resources and other departments giving them the capacity to train staff remotely, making us a more efficient, effective better trained team. Cost: Based on a mutual agreement, as part of the offer from Granicus, the City of South Miami will receive monthly management services at no cost until July 1, 2012. The Training Management Suite includes all training, software, hardware, 24!71365 support, professional service, installation and implementation. The city will be responsible to pay monthly management service fee in full starting July 1, 2012, billing for this period starts April 15, 2012. $ 330.00 monthly Funding Source: 001 - 1340 -512 -4632 (Internet Service) with a current balance of $ 42,012. Backup Documentation: 0 Resolution No. 33 -11 -13347 dated February 1, 2011. Cl All back up documentation associated with Resolution NO. 33 -11 -13347 • Updated Proposal from Granicus dated October 11, 2011. • E -mail from Jack Melnicoff from Granicus grans s .SORir(,CCipa'gpvCi'itlh[�t[ u 'Proposalfor City of South Miami, Government Transparency and Agenda Workflow Solutions Proposal presented 6y: Jack Melnicoff Granicus, Inc. (352 )5144653 jackm @granicus.com roposaL ronnt!r.Yrn9 Go Granicus Proposal to the City of South Miami 10 -11 -2011 Hector Mirabile City Manager South Miami Hector, Thank you for choosing Granicus, we're excited to support your government training initiatives /needs. It has been a pleasure to work with the City of South Miami over the past year. On the following few pages, you will find a breakdown of the Training Management suite and detailed pricing. Once we receive confirmation of this purchase we will begin deployment of the Training Management suite. Below you will find a detailed proposal of the Training Management suite that includes all training, software, hardware, 24/7/365 support, professional services, installation and implementation. Over 950 jurisdictions have selected GraniCUS as a partner to help them build trust with citizens, reduce staff time spent on processing meetings, government trainings and engage citizens in productive new ways. Granicus has over 35 years of government - focused experience which has allowed us to develop tools with government in mind and meet the market demand. We hope that you enjoy being part of the Granicus client family. Most Sincerely, Jack Melnicoff Software Sales Executive (352)514 -4653 Granicus, Inc. Proposal Proposed Solution Training Management Suite The Training Management Suite is an easy way to create, manage, and deliver online video training for staff and citizens. Web -based access allows you to manage and update content anywhere, at anytime. Synchronize video with course materials including documents, graphics, or presentations. Comply with state and federal training mandates through exam certifications and result tracking. Integrate with Learning Management Systems (LMS) and Enterprise Resource Planning (ERP) solutions. Click here for more information on the Training Management Suite. • Trainee portal and transcript tracking • Training course and exam builder • Export training results • Create certificates of completion • API integrations Investment *As part of our offer the City of South Miami will receive Monthly Managed Services at no cost untilluly V'2012. City of South Miami is responsible to pay their Monthly Managed Service fees in full starting July 1" 2012, billing for this period starts April 15, 2012. rcrncrus Current SoWdon Granicuso Open Platform Proposal The GranicusO Open Platform allows you to stream an unlimited number of meetings and events online and over mobile devices — play video in H.264" and Sllverlight. Publish all of your content online with indefinite retention schedules. Granicus Encoding Appliance gives you unlimited bandwidth and storage as well as local live and on- demand streaming for up to 50 concurrent viewers. You can also access a library of community content and start publishing videos immediately. Finally, leverage an open architecture and connect in -house or third -party, solutions to Granicus. Click here for more information on the Granicus Open Platform. a Stream unlimited meeting bodies and events • Indefinite retention schedules • Intelligent media routing m Community content library ® Open architecture and SDK. In pilot, will be available to all customers upon release Government Transparency Suite The Government Transparency Suite gives your citizens greater access to public meetings and records online. Take the next step towards greater transparency and link related documents to your video, offer your full agenda packet, and provide advanced searching of archives. Reach a broader audience Reach a broader audience with podcasting - download media in MP3 and MP4 formats (MP3, MP4) and view video offline. Granicus' reporting tools give you a detailed analysis of visitor statistics to help you better understand viewership trends. Click here for more information on the Government _ Transparency Suite,;_ a Publish agenda packets with video m Link relevant materials ,x ^' y _ N a Build reports and analytics • Index videos live w r • offer downloadable formats (MP3 & MP4) 3 � �aiilC.la�< , :C611 Y'rC +Z I1M1jj $QYC'YYiYiI(iC1� Pgroposat 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 Ward` ". With Votel.og, allow the public to track legislation, ordinances and even voting member records through your website. This Suite you can seamlessly integrate with agenda solutions already in place. Click here for more information on the Meeting Efficiency Suite. .. • Meeting re arationtools pF txt` &` 3rr IISG,ff3i m•:.ws X14 a';�'; Live minutes automation �p vlrx vrw arortr :1 .: sxnc�n • quick notes and text expansion • Minutes editing and publishing: • Generate linked minutes 5L, =4W, ME ''^•.�7., w. r mow.. -'m W 0 85 nicus. CO.Inectiog 9ra , gove.niva"unt Proposal re Professional Services 3 W ei :9 R ' of of Emmm MI I i R Encoding Appliance o �,Tr ! Onetime 4istial.tion of an striwp,enalse unified .... !!tried t _ I � }Y encoding and storage appliance Activation of a hashed media and content Nosed VYSJ-Based AppfiIar.n management apps icarton . i InsiallDificon Of the agenda parser to read and I Agenda parts, parse documents automatically. Meeting Software Local instillation of to meeting 2L Application installation to Rve broadcast text I, displays of meeting actions itr�fprrvor, Online, Of i over TV public Display Local installation of touch -screen monitors and Touclracreeos pp=Wris in meeting thannebara Car I workflow revip and soft r H.nxdstm guidance and support w ensure smooth and successful user affoleflop. On,ponithe support and oneourshfp to guide I M.D- pqSysAdrmeiz 1 1 use's during a live meeting. 0 n -demand online training courses accessible D f Live onlinat training led by a training professional 1 61 ... Fir i 22 bra/ 6 hra/ Combo w/ W in a classroom environment, 8 users ;Z; �, i �,I M5 8 Users i Intense, hands-on at IhT��IIW and — ------ l___ _5 D 1.5 Day, I !"to b;Sw/' a i loca•loo to address um tie user needs. 0 EM M IIvr"dM media ol.yRIeFern.61. PRI Standard Websit, Integration w", embedded Into customer's branded welbsite. Cuscom resign and integroton of a midis player C.sOmnizOd WeWte lmegmtkm 4" iied media metal to match the took and feel of I the cushomer nd 7 Standard panel for legislative information the, i 1,egistal'.voPo�.@]Websiteln egration natches the look frod feel of cusdromer's branded websko� U..... .. . ..... I Analysis of current document layouts to ea5unc Document Assessment a content Impor-fingand m.oagem?ot!! Development of an r7ML agenda template to j Cost ... ized Agenda Template o support indexing, search, end electronic 1 m Development of . minutes template in HTML or Cu'l.freed Minutes Template z Microsoft Word to Supper t Video links. Standard Reports I Zed report lemplates for agendas and rn minutes. NT. :,f �uikrfraf n -------- riim icluding grfopm', sid., fordfonts, PublicCesplayTeplate zj 0 A I nd stanJard text ...... Standard portal for trainees that displays on 1 A demand oraimings, exam and reports. . . ......... . ... ........ . . ... ..... ... . ... ... 6 Proposai can0.i�i:C+ngF.uvernmleiit ..emu ,Nma Granicus Differ ti tors a World's most experienced provider of government transparency, citizen participation, meeting efficiency, legislative management, and training management solutions with: o Over 950 clients in all 50 states, at every level of government • Over 31 million government webcasts viewed • More than 265,350 government meetings online a First fully integrated legislative workflow management system for local government • Open API architecture and SDK allow for seamless integrations with systems already in place • Native iPad application for agenda viewing, note- taking, bookmarking and supporting material review • Media content compatible on multiple browsers • Truly unlimited storage and distribution for all meeting bodies and non - meeting content • Indefinite retention schedules for all archived meeting and non - meeting content • Media content supported on both PC /Mac systems AND on mobile systems such as Apple IOS, Android, and Blackberry • Customized web integration to match the look and feel of the client's webpage • Media content supported in multiple media formats such as Flash, Windows Media, Silverlight, NTML5 a Software to allow content created to be shared over social networks a Minutes annotation tools that can integrate with Microsoft Word to allow minutes to be built in Word while leveraging the indexed video of the meeting for reference O Minutes annotation tools that allow publishing the Minutes in PDF Format but still includes links to the audio /video webcast within the PDF a Reporting tools to track a detailed analysis of visitor trends a Access library of peer- created government media content from over 950 Granicus users 9 24/7/365 customer service and support a 97% customer satisfaction rating, 99% client retention rating Y Ranked 185 on Deloitte S00 fastest growing companies a Ranked 429 on Inc 500 fastest growing companies 9 Client Success stories are available here: httn: / /`www.granicus.com /Clients /Case- Studies.aspx Page 1 of 2 Garcia, Maria From: Riverol, Alfredo Sent: Monday, October 24, 2011 11:46 AM To: Dennis Deblois Cc: Dennis Deblois; kulick, Steven P; Garcia, Maria Subject: RE: Granicus Training Management Suite We need a copy of the proposal, amending the existing contract to include the training module at the stated cost. Once we get the proposed, revised agreement, this item will need to go before commission in the form of a resolution, with public hearing, considering it is a multi -year agreement. Garcia, please help prepare. Thanks From: Dennis Deblois [mailto:DDeblois @intldata.com] Sent: Monday, October 24, 2011 10:55 AM To: Riverol, Alfredo Cc: Dennis Deblois Subject: FW: Granicus Training Managment Suite Please see below. Dennis From: Jack Melnicoff [mailto:JackM @granicus.com] Sent: Monday, October 24, 201110;53 AM To: Dennis Deblois Subject: Re: Granicus Training Managment Suite Hey Dennis, Yes the $330 will run the length of the contract, which goes until Oct. 2014. Jack Melnicoff (352)514 -4653 Ja m e In icoff@ va h oo. com 10/24/2011 Page 2 of 2 From: Dennis Deblois [mailto:DDeblois @intldata.com] Sent: Sunday, October 23, 201104:25 AM To: Jack Melnicoff Cc: Dennis Deblois <DDebiois @intidata.com> Subject: RE: Granicus Training Managment Suite Hi Jack, Thanks again for this proposal for the City of South Miami. With the exception of the free period, will the $330 monthly rate run for the term of their existing contract? The CFO asked me to check on that. Dennis From. Jack Meinicoff [maiito:JackM @granicus.com] Sent: Friday, October 21, 201112:01 PM To: hmirabile @southmiamifl.gov Cc: Dennis Deblois Subject: Granicus Training Managment Suite Hector, As we discussed yesterday. I was able to secure FREE monthly managed services for the City of South Miami through July 1st as well as eliminate the up -front payment. Please reply back to this email acknowledging the City of South Miami elects to add the Training Management Suite and agrees to increase its current monthly investment by $330, as outlined in the attached proposal. Let me know how I can help further. Jack Melnicoff I Sales Executive I Granicus Inc. 600 Harrison Street, Suite 120 San Francisco, CA 94107 office: 415,357.3618 x1711 (cell: 352.514.4653 rdni u . Follow Us! %qg I Twitter I Facebook I Lin edin This e -mail communication is confidential and is intended only for the individual(s) or entity named above and others who have been specifically authorized to receive it. If you are not the intended recipient, please do not read, copy, use or disclose the contents of this communication to others. Please notify the sender that you have received this email in error by replying to the email. Please then delete the email and any copies of it. This e-mail communication is confidential and is intended only for the individual(s) or entity named above and others who have been specifically authorized to receive it. If you are not the Intended recipient, please do not read, copy, use or disclose the contents of (his communication to others. Please notify the sender that you have received this email in error by replying to the email. Please then delete the email and any copies of it. 10/24/2011 RESOLUTION No. _ 33 -11 -13347 A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to expend $17,433.00 for the purchase of Granicus Solution, charging account No. 001 -1200- 512 -3450 (Contractual) and to enter into a three -year Service Agreement with Granicus, Inc,, a sole source, to facilitate streaming and distribution of live and archived digital media content; and providing an effective date. WHEREAS, for the past few years it has been the desire and the collective effort of the elected officials and staff to work towards the improvement of our environment; and, WHEREAS, a Green Task Force was created by Ordinance No. 26 -07 -1927 to provide the City Commission and staff with recommendations for developing policies that protect our natural resources and quality of life; and, WHEREAS, one of the recommendations from the Green Task Force Green Master Plan has been to go paperless for public information requests; and, WHEREAS,, staff has met with the IT Department and with Granicus representatives and hereby recommend the purchase of Granicus Solution which will improve transparency and efficiency for the City Clerk's Office. NOW, THEREFORE, 13E IT RESOLVER BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The Mayor and City Commission authorize the City Manager to expend $17,433.00 for the purchase of Granicus Solution, charging account No. 001 - 1200 - 512 -3450 (Contractual), with a current balance of $22,44$.6$, and to enter into a Service Agreement for three consecutive years with Granicus, Inc., a sole source, according to the terms and conditions as set forth in the Proposal which is attached and made a part of this Resolution. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 1 st , day ofEd1i'tnars„20I1. ATTEST: APPROVED: CIT'Y'CLERIC ;T • s �" COMMISSION VOTE: 5 -0 Mayor Stoddard: Yea Vice Mayor Newman: Yea Commissioner Beasley; Yea Commissioner Palmer Yea Commissioner Harris: Yea W:Vvty AocumenfsUesotutionsV2esolutionpurchasing orenicus.dbc Page 1 of 3 Menendez, Marra M. Prom: Jack Meinlooff [JackM @dranicus,comj Sent Thursday, January 20, 201112:54 PM To: Menendez, Maria M. Cc: Velez, Pablo R Subject: RE: sole source Maria, Below are items that make Granicus a "sole source". Please confirm this meets your requirements and if you would like to discuss further let me know. Granicus is the world's only webcasting provider with a public meeting specific solution that will allow you to reach all devices, operating systems and browsers. This is accomplished by our ability to encode in Fi.264 (the codec) and into an MP4 file format, When end users play our Ries, we detect the platform they are on and any plug -ins that are available. We will then load the following players (in order) if available: o For pC + Silverlight + Windows Media Player + Flash Player • For Mac a Silverlight + Flash Player • ForiPhone /iPad /Android: a i-ITMtS Player Granicus is the world's only webcasting provider to provide a native Wad application for distributing and viewing paperless agenda packets. - Granicus is the world's only government webcasting provider to provide advanced search. Search options include agenda item, closed captioning text, motions, votes, data ranges and the ability to use full Boolean logic. - Granicus is the world's only government webcasting providerto provide vote log interfaces. This feature improves the public's ability to sort, search and build reports on specific Public meeting actions. - Granicus is the world's only provider of both government webcasting and Training Management software. - Granicus Is the world's only government webcasting provider that can grant you access to peer - created government media content from nearly 800 Granicus clients. - Granicus is the world's only government webcasting service to provide encoding, minutes annotation, transcription, and closed captioning services. - Granicus is offers truly unlimited storage and distribution for all meeting bodies and non - meeting content. - Granicus offers Indefinite retention schedules for altarthived meeting and non - meeting content. 1/20/2011 Page 2 of 3 Jack MoInicoff i Software Sales Executive, Southeastern Region Granicus Inc. p: 352594.4653 1 f: 445,698.6204 jgckm . aramcus.com l www.aranicus.com /clients Follow us! Algg I Twitter I Eaceboo From, Menendez, Maria M. l mailto :MMenendezOsouthmiamifi.cov7 Sent: Wednesday, January 19, 20119:49 AM To: Jack Melnlcoff subjects RE: sole source Thanks a lot Jack. MaycsvM. Menem , CMG City Clark 6130.SOnS -O V'4Y& SoadvAlawZ4 X33143 005J 663 -6340 vvtsvrea�t�ru� '��cr'�YV%soccLxuxticryvafsn et' unviv.cGtTo�aauthtnraaaz' .CfOi From: Jack Melnicoff rmailta:JackMCatoranI us,coml Sent.: Wednesday, January 19, 2011 9:41 AM To: Menendez, Maria M. Cc: Velez, Pablo R Subject: Re: sole source Maria, I am on the road this morning but to quickly respond yes this is definitely a 'sole source'. Most of the language you will want to include in the resolution is in the 'Granicus pifferentiater' section in your proposal but I will send you a formal response once I get to my hotel this evening. From: Menendez, Maria M. �matlto:MMenendeziusouthmiamifl. ov �� Sent Wednesday, January 19,201105:50 AM 'To: Jack Meinicofr Cc: Velez, Pablo R <PVe lezCa�southmla fl, ov> Subject: sole source Hello Jack, we are preparing the resolution to go before the Commission February 9 and would like to verify whether Granicus could be considered a "sole source ". Thanks for the prompt attention to this matter. MCW cvM. MeneMc , CMG City Clef * 6130 Ssraa 77rG p !/20/2011 Page 3 of 3 So"a'" wt', F1133143 (30.i) 663 -6340 1 r.n��rzr,%�cGtyo�aau�iuunw�ei- j www.cr'�'Ya,Bc�u��tniczsoa€i�.� 1/20/2011 GIdANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of February 3, 2611 (the "Effective Date %, is entered into between Granicus, Inc. ( "Granicus" ), a California Corporation, and City of South Miami (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 R. '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, to facilitate streaming and distribution of live and archived digital media content, (iii) 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 (ivy contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: 1. GR /3NICUS SOFTWARE E1ND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granious Software, professional Services, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Graniom agrees to provide Client with a revocable, non - transferable and non - exclusive account to access the Granicus Software listed in the Solution Description and a revocable, non- subliceasable, 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 /coustituents. 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 patty, 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 Monthly billing for Managed Services shall begin forty -five (45) days after the receipt of a fully executed Agreement or the receipt of a purchase order for the up -front costs, whichever occurs first, as agreed upon in Exhibit A. 3.3 Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all invoices to: Name: City of South Miami Title: City Manager Address: 6130 Sunset Drive, South Miami, Florida 33143 3.4 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPT percentage rate (as found at The Bureau of Labor and Statistics website lrttiL,,r'yy, nm>ls, agvl,S' %l[) or three (3) percent a year on Client's Managed Services Fee, whichever is larger. 15 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, parry cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty -four (24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for 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. 3.6 Additions. Granicus, at its' sole discretion, may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings, or improve user satisfaction. During the initial period of this Agreement, the'customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. Page 2 At contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANTCUS 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 Graulcus 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 email /spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity, (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5,1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited Iicense granted to the Client pursuant to Section 6 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non - exclusive, non - transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. 6. L1MiI'ATION OPMAI3IIM 6.1 Warran Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, non- infringement of third party rights, and fitness for a particular purpose: Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6,2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical Page 3 support; damages or costs relating to the loss o£: profits or revenues, goodwill, data (Including loss of use or of data, loss or hraccuracy 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 Granicas' 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). CONFIDENTIAL INFORMATION & OWNERSI M 7.1 Confidentiality Obliizations. 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 the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know -how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of Client. 7.2 Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof; (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof; or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information, to be treated by such governmental authority as trade secrets and as confidential. 8. UM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (1 8) men's three (3) years after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. Page 4 8.2 Rights Upon Termination. Upon say 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 has the right to keep any purchased hardware, provided that Client removes and/or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution (`Open Platform Hardware "), Client understands that they are leasing the Open Platform Hardware. Upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granieus, Inc. The Open Platform Hardware must be returned within fifteen (I5) days of termination, and must be in substantially the same condition as when originally shipped, subject only to normal wear and tear; and (c) Client shall immediately return the Granieus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross - referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of ibis Agreement. 9. PATENT- 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granious 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 CIient 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. Page 5 10. MISCELLANEOUS. 10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only.in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law. The laws of the State of Califemia F orida shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. 10.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 10A Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 10.5 Force Maienre. 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. 11.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third parry is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. [The remainder of this page left blank intentionally) Page 6 This Agreement consists of this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademarklnformation Exhibit R Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICU5, INC. By: Its: Address: 568 Howard Street, Suite 300 San Francisco, CA 94105 CITY OF SOUTH MIAMI By: _7 ^� Name: Hector Mirabilp, Ph I2 s u. I Address: 6130 Sunset Drive South Miami, FL 33143 Date: ` t.G '� . ]b 1 11 Page 7 EX.IEiTBIT AA PROPOSAL [The remainder of this Page is left blank intentionally.] Page 8 ! a Proposal Granicus Proposal to South Miami January 12s', 2011 Dennis Deblois, Thank you for your time thus far. It has been a pleasure to learn about the unique needs of the City of South Miami. We took forward to building a mutually rewarding, tong -term relationship with the City of South Miami. On the fottowing pages, you will find the investment options we have discussed, summary and a breakdown of the solution, a summary of our Network Assessment, our standard implementation timeline with a sample deployment schedule, and our Differentiators with our Florida Client list. Nearly 800 jurisdictions have selected Granicus as a partner to help them build trust with citizens, reduce staff tune spent on processing meetings, and engage citizens in new ways. If I or any other member of the Granicus team can be of further assistance, please contact me at 352- 514 -4653. Most Sincerely, Jack Metnicoff Account Manager Granicus, Inc_ .a �nn�eI. i »rl z3pvarrnieo"s t1i Investment Options Proposal r ay; rt- .rd 1, 1plix 'ta-.a '::','u.'_}'„� U IF .. Government Transparency Suite M. NW. - . *City Clerk Planning, Dept and Code Enforcement Boards .*In order for the terms of this proposal to apply Contract an4jor PO must be received by February 2n°. The prices listed in the proposal will remain fixed until Sept. 31"2014. Client agrees to pay for the first seven months of Managed Services up -front. Annual billing for Managed Services will begin on October 1`r 2411, Proposed Solution Granfcttso Open Platform The.GranicusO Open Platform allows you to stream an unlimited number of meetings and events online. Publish alt your content online with indefinite retention schedules. Rely an the open Platform's Unified Encoder to give you unlimited bandwidth, storage, and intelligent routing. You can also access a library of community content and start publishing videos immediately. Finatly, leverage an open architecture and connect in -house or third -party solutions to Granicus. • Stream unlimited meeting bodies and events • Indefinite retention schedules • Intelligent media routing • Open architecture and SDK • Community content library Government Transparency Suite The Government Transparency Suite gives your citizens access to public meetings and records online. Take the next step towards greater transparency and link related documents to your video, offer your futt agenda packet, and provide keyword searching of archives. Reach a broader audience through downloadabte formats (MP3, MP41 compatible with mobile devices. Granicus' reporting toots give you a detailed analysis of visitor statistics to help you better understand viewership trends. • Publish agenda packets with video • Offer downtoadabie formats (MP3 & MP4) • Custom player and view page Meeting Efficiency Suite The Meeting Efficiency Suite is an automated 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 Word1% • Meeting preparation tools • Live minutes automation • Quick notes and text expansion • Minutes editing and publishing • Generate Linked Minutes Page 2 www.granicus.com - 568 Howard Street, Suite 304, San Francisco, CA 94105 • (415) 357 -3618 x - `,�connectiniS�gpven3me�lr. proposak Futuna Option Training Management Suite The Training Management Suite is an easy way to create, manage, and deliver online video training for staff and citizens. Web -based access allows you to manage and update content anywhere, at anytime. Synchronize video with course materials including documents, graphics, or presentations. Comply with state and federal training mandates through exam certifications and result tracking. Integrate with Learning Management Systems (LMS) and Enterprise Resource Planning (ERP) solutions. o Trainee portat and transcript tracking • Training course and exam builder • Ekport training results Create certificates of completion a API integrations Page 3 www,granicus.mm e 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357 -3618 x ' ^,', ,Cnh�iscEfag gd�ed'2m�ni' Proposak Het %vork Assessment There was concern about the connectivity up stream while City of South Ndami works out final configurations on its existing T -1 line. One solution to this concern is Dennis will be obtaining a dedicated DSL line for upstream bandwidth until the T_q issue is resolved. initially, Dennis discussed only having the encoder stream over the DSL. Later the encoder wilt be placed on both networks so that it can provide streams to internal users. The Granicus encoder requires an Audio [Balanced stereo (2 x XLR), unbalanced stereo (2 x RCA)j and Video [Composite (BNC: One BNC to female RCA adapter is included), S- Video, Component] to be captured. Dennis indicated there was a need for an extra switch for this output to get to the Granicus encoder, which Granicus supplied recommendations for and Dennis will be making a final decision on. Both of these issues wilt need to be resolved before Granicus is able to deploy successfully. Imptementation VmMne We can typically get your organization live with its new Granicus solution within 45 days of receiving your Purchase Order or Signed Service Agreement. At this point, we consider your deployment in progress and will schedule a Kickoff Call with key players at your organization and Granicus. You can follow your agency`s progress 247 with our online deployment tracker toot, helping you stay on schedule for you next big milestone. We know how exciting it can be to get your Granicus solution up and running, so to help things run quickly and smoothly it's important that resources are allocated for at your agency. Granicus is dedicated to ensuring that your deployment stays on track and meets your needs. Page 4 www.grankos.com o 50 Howard Street, Suite 300, San Frandsm, CA 94105 < (415) 357 -3618 • ",�.16Y 4aPa . ;eai'irc�ctin� YytYvet•arnC�r'4 P roposa MedlaMana erSiteSetUp and COnfi oration Documem Tem plate Geadan f GtanicusFinana Manayet SarvaYS and A7uipmenEOtdeledper3 ecs (n pYeppSat U w G Onto 6 GYanias CustomerAdvoote tntroduClonsandSOtutioh bvervfavr tnsWllation De' nand piannln GYanitps /ntertraitustorner Advocate Dwooton on SU port and Monitoring Grard=Web Designer DitpffiSion on emlact Plan G2nicus 5ale3 Director Cmdiguradan Options Di5cusslon Clent Prplm Lead talent tT CIieM Wab Deslgnkr .a Instal(OS, DrNers, Granftvs Softwareand Services Vaitdate0 re Card Valldate5oiution Inswlf5erverslrrassi nediocations Connec[Networ CohFl pre Flrawa0 mnne2AudiojVhualfeed DeuriF[tonof Pa es ?empiates _ U�Znt Web tlesigheY Format and Features " a ftev7ew Tem @tes for(eaturesar�d format ClienE Wab Designer Oksl s fmplementatfon and SUpport .` Reviewof besign pa es. streamingqualiry, Documents Form GmMCUS Customer AQvoca[e_ GraMCUS tntetnaf CustamarAdvocate Grankus Web Designer Client proieet Lead ClientlT Clfent Wab Designer Page 5 www,granicusxom > 568 Howard Street, Suite 300, San Frandsco, CA 94105 a (415) 357-3618 ..m .f .v.- . w,t.v.P" '..K -'sy •• [n:ti zv �_ �F."' ... -vy .'�»ww :vvv e�'.1:N Granictls Differenhators • World's most experienced provider of government transparency, citizen participation, meeting efficiency, legislative management, and training management solutions with: • Over 750 clients in all 50 states, at every level of government • Over 24,000,000 webcasts viewed o More than 190,000 government meetings online • Open API architecture and SDK allow for integrations with systems already in place • Certified Integrations provide flexibility and choice of best -of -breed solutions • 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 noh- meeting content • Only provider of both government webcasting and Training Management services • Access a library of peer - created government media content from over 700 Grarricus users • 97% customer satisfaction rating, 99% client retention rating • Client Success stories are available here: htta:Ilvaww.2ranicus.com/Clienfs/Case- Studfes,asox Granicus Clients in Florid • Florida State Public e Town of Palm Beach O City of Miami Service Commission' 3 City of Palm Clay O City of floral • Canaveral Port . City of Sunrise a Miami -Dade County Authority 4 City of Boca Raton 9 Alachua County • City of Dunedin City of Cooper city o Nassau County • City of Delray Beach s City of Oakland Parts a Citrus County • Town of Highland City of Eustis 0 Highlands County Beach e Village of Pinecrest e Sarasota County. • City of North Port m City of Sunny Isle 4 Sumter County e City of Cocoa Beach Beach U Marion County a City of Deerfield e City of Safety B Martin County Beach Harbor + Osceola County m Town of Lauderdale a City of St. m Charlotte County by the Sea Petersburg c City of Clearwater m City of Pompano • City of Gainesville P Copier County Beach N City of Port St. A City of Betle Glade Lucie a City of Coconut City of Sarasota Creek City of Naples Page 6 www.granicus.com o 568 Howard Street, Suite 300, San Francisco, CA 94105 . (415) 357 -3618 E4 XHIRIT s SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus maybe 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 568 Howard Street, Suite 300, San Francisco, California, 94105. (b) Tei0hhone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff maybe reached at (415) 655 -2400 from 8:00 AM to 7:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415) 655 -2414, twenty -four (24) hours a day, seven (7) days a week. (c) Internet and E -mail Contact Information. The website for Granious. is E -mail may be sent to the support staff at supartf3 oranicus.com. 2. Reeogzed Client Rerresezrtatives. Granicus strives to provide unparalleled support to its Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus Solution. Any Client Representative who wishes to participate and receive Granious customer advocacy services shall participate in and complete the training program that is suited for the Granicus Solution. Once a Client Representative completes the training, that Representative will be recognized in Granicus' internal system as qualified to receive support and ongoing education services. All Client Representatives are eligible to receive technical support services, regardless of participation in the training program. 3. Sppaort Policy. When Granicus received notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e -mail with (a) an assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus receives the Client's call or e -mail notifying Granicus of an issue or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice. 4. Scheduled Maintenance Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance,. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be perforated during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 5. Software Enbaneelnents 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 terns 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 Page 9 parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to famishing the Client with the enhancements /modifications. 5.1 Documentation. After the SOW has been executed by each party, a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 5.2 Accentance. 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 enbancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation o£Liabift Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALT. BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS .SOON AS REASONABLY POSSIBLE. [End of Support Information] Page 10 EA'IiIRIT C GI2ANICUS, INC. HARDWARE EXHIBIT TJ-HS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granious and Client, for the sale of the hardware components of the Granicus Solution (the "hardware") by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. I. Purchase Price. The purchase price for the Hardware shall be the price specified in the Proposal. 2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of this, exhibit. Delivery is F.O.B. Granicus' point of shipment Granicus will select the shipment method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery to the carrier at Granicus' point of shipment. Granicus retains title to the Hardware until Granicus has received payment in full of all sums due pursuant to this exhibit. 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. Hardware Warranty. Granicus will provide to Client any warranty provided by the manufacturer with respect to the Hardware, 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 as long as such Hardware is then under the manufacturer's warranty. 5. Service Response Time. For hardware issues requiring replacement, Granicus shall respond (via written or verbal acknowledgment) 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 the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall giant Granicus or its Representatives access to the hardware for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the repairs or replacements. 6. 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, we. recommend including Granicus- approved hardware in your solution. However, Granicus does afford clients With the option of utilizing their own bardware, providing that there is successful validation by Granicus technical staff. While it is Granicus' intention to provide clients that use their own hardware with the, same level of customer care and continuous soflware:upgrades, this level of service is not guaranteed. 7. DISCLADIVIER OF WARRANTIES. NOTWITHS'1ANDING TIM MAINTENANCE PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE IS ANY ,MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION I ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IIvfPL1ED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF Page 11 MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTS OR REPRESENTATION ON BEHALF OF GRANICUS. & 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 PURCHASE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. [end of Hardware Exhibit) Page 12 Granieus Reeistered Trademarks ranicm Granicus logo as a mark Granicuse MediaVaule Mobile Encoder" Outcast Encoder' StreavaReplicatoro Granicus Trademark Names T Integrated Public Record"` Intelligent Routing LinkedMinntes LiveManager� MediaCcnter MediaManager� T9 MeetingMember MeetingServer Simulcast Encoder'" VoteCasC VoteCast7 Classic VoteCasfm Touch Client Trademarks EXHIBIT U TRADEMARK INFORMATION Page 13 r is 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 files on DVR and a compact disc (CD) that contains the index and clip name data in CSV or XML format will be created and sent to the Client. This option may result in an additional charge to Client. • 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 from the MediaVault in CSV or XML format. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty (60) days. Page 14 Z 1w 4 ` Mu ! rx W LU Z 119 Him; Who lei Ups OUS.�Sy�n��g 3m�iE�m �«3 Igo 241 x S.Fiw M °S.8 $S n C�m��p"Ya °� s�LLffi° N € o� IM toil ME SYe me �F `.E a"'o 'E°'t�a a�S � y pd is Sa a a 8� Oil �� r b'ggs z€ $o @s Qj� 6 1,H6 Mpg SY. 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