Loading...
HomeMy WebLinkAboutGranicus, Inc/Comm Rel.^GRANICUS, (NC. ConlmL-cJ 4 cm a 1. og o f . Community Relations Department - 2008 4PPROVED, AS ?O Appropriation#1160-4359000-$9,210.00; 1 1604342 1 00-$150.00; P.O. 418438 11604463202-$5,247.50; P.O.#16238 FORM BY:Zg? Contract Not To Exceed $14,607.50 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and GRANICUS, INC. an entity duly authorized to do business in the State of Indiana ("Vendor'). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 1160-4359000; 1160-4342100; 1160-4463202 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Fourteen Thousand Six Hundred Seven Dollars and Fifty Cents ($14,607.50 ) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City all of which documents are incorporated herein by reference and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. ?L?Ba h\ty Rcmmu`>7M'nmil Wv,mlHgflGW1NIN5, I.VCGW.SSms. Cm Rd..hr.ILI&M8:12Atlt --GRANICUS, 1NC. Community Relations Department - 2008 Appropriation #1160-4359000-$9,210.00; 116043421004150.W P.O. 418438 1160-4463202-$5,247.50; P.O.#16238 Contract Not To Exceed $14;607.50 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. [ZEE Ila Wy - - °'fmvmel5mua2niN'G0.i:'INS. INC&. A5m•. Cammltd. IVI&7009932,y) ,,GRANICUS, INC. Community Relations Department - 2008 Appropriation #1160-4359000-$9,210.00: 11604342100-$150.00; P.O. #18438 11604463202-$5,247.50;P.O.#16238 Contract Not To Exceed $14,607.50 Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to,.all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are.incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United Slates, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 13. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 14. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City, The contract price set forth herein shall be the full and maximum compensation and moriies required of City to be paid to Vendor under or pursuant to this Agreement, 1.5, GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of jaws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. [Zll 8.S ,Pxw,muVtol®mJSTlyd2mc',GMNIMS, MC Gv465ms. f?mm 141,M: IV I WN 1 9!2NJ) GRANICUS, INC. Community Relations Department - 2008 Appropriation #1160-4359000-$9,210.00;1160-4342100-$150.00; P.O. #18438 1160-4463202-$5,247.50;P.0.#16238 Contract Not To'Exceed $14,607.50 16. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 17. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel One Civic Square Carmel, Indiana 46032 ATTN: Nancy Heck AND Douglas C. Haney; City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: GRANICUS, INC 568 Howard Street San Francisco, CA 94105 Telephone: 415-357-3618 E-Mail: www.granicus.com. ATTENTION: Thomas A. Spengler, CEO Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 18. TERMINATION: 18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to -receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the-date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. (,? BnMk NaummlAPrvlw?oJ SmxNE,gX` MMCM, INCt' 6S- Comm M. JacJVAIW4132.41 •' GRAAIICUS.INC. Community Relations Department - 2008 Appropriation #1160-4359000-$9,210.00; 11604342100-$150.00; P.O.418438 1160-4463202-$5;247.50; P.O.#16238 Contract Not To Exceed $14.607.50 18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 22. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of,any provision hereof. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. (LIE ano. y hwemmLSVtufmu??vl ?uvicgldlH4MNICU} PI[ GrvW h Sm': Comm RJ..dc:ILIYJ!1NIX XJ2 A11I GRANICUS, TNC. Community Relations Department - 2008 Appropriation #1160-4359000-$9,210.00; 11604342100-$150.00: P.O. #18438 1160-4463202-$5,247.50;. P.O.# 16238 Contract Not To Exceed $14.607.50 26. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA GRANICUS, INC. by and through its Board of Public Works and Safety By: J7e s Brainard, Presid''??g 0 icer D /ZA By f Authorized Sigr?t re L) `^^ SnPnn,r?, ? ft,?- Printed Name Date: Lori £ Date: CZ- D Title FIDITIN: q i ,-aJ D Lf?z-0 SSN if Sole Proprietor: Date: tl? BmN1a aKVmn? f3TOfui?aY Aaa+'.nalWa'fiMNINS, INC GmN S Sn>xv C?imv 0.tl..Ja:IJI WNitl 9]l ADI? GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of December 17, 2003 (the "Effective Date"), is entered into between Granicus, Inc. (`'Granicus" ), a California Corporation, and the City of Carmel, Indiana, (the "Client"). Capitalized terns used in this Agreement have the meanings given them in Section 13. 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 attached as Exhibit -A to facilitate streaming and distribution of live and archived digital media content, (ii) engage Granicus to integrate its Granicus Software onto the Customer 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 Streaming Solution through the Managed Services set forth in the Proposal. 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 terns and conditions of this Agreement, Granicus will provide Client with the Granicus Software, Professional Services, and Managed Services that comprise the Granicus Solution as outlined in the Proposal attached as Exhibit A. 1.2 The Proposal. The Proposal specifies certain 'terms, conditions, payments and obligations on the products and services to be provided by Granicus to Client. The Proposal is an additional part of this Agreement and incorporated herein by reference. In the event that any of the provisions of this Agreement are in conflict with the Proposal, the provisions of this Agreement will.prevail. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive account to access the Granicus Software listed in the Proposal 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 7.2 and 7.3 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 GRANICUS, INC. SERVICE AGREENMNT "EXHIBIT ? I __,Version 4.079 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's reasonable instructions with respect to the alleged defective Granicus Software. 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. 2.5 Licensee Obligation for Security. Client shall take appropriate action by instruction, agreement, or otherwise with those of its employees and third party agents having access to the Granicus Software to restrict and control the use, copying, modification, disclosure, transfer, protection, and security of such Granicus Software in accordance with the provisions of this Agreement. 2.6 Licensing Types. Components of the Granicus Software are licensed as follows, as further provided in the Proposal attached as Exhibit A: (a) by Site: bandwidth and storage components, MediaManager Basic, MediaManager Enterprise, podcasting (both audio-only and audio/video); (b) by Install: Outcast Encoder, MediaVault, StreamReplicator, VotingSystem, MobileEncoder (both audio-only and audio/video); (c) by Meeting Body: MinutesMaker, agenda workflow integration, Agenda Parsers, Closed Captioning. 2.7 General. Client and Granicus agree to take reasonable steps to comply with all applicable local, state and federal laws and regulations issued pursuant thereto. 3. CUSTOMER SUPPORT• SALE AND MAINTENANCE OF HARDWARE 3.1 Customer Support. At no additional fee, Granicus will use commercially reasonable efforts to provide Client with reasonable telephone or e-mail technical support twenty- four (24) hours a day, seven (7) days a week, via the office and after hours customer support lines and email address. Support Information is listed in Exhibit B. Additional support of software enhancements or modifications may be requested by Client subject to Client's payment to Granicus of additional fees. Granicus may update and revise the Granicus Software periodically and will provide such updates to Client as they are made available. 3.2 Sale and Maintenance of Hardware. Where the Granicus Solution includes the purchase of Hardware from Granicus, the sale and maintenance of such Hardware shall be governed by the Hardware Exhibit attached as Exhibit C. GRANIcus. INC. SI:RwICG AGREEMENT 2 «? ? I 11 v1?3 Version4.Q) 4. PAYMENT OF FEES 4.1 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to pay fifty percent (50%) of the cost of Granicus Software and Professional Services as outlined in the Proposal. 4.2 Upon delivery of any purchased Hardware to Client, Granicus shall invoice and the Client agrees to pay the cost of the Hardware (including shipping costs) in full, as outlined in-the Proposal. 4.3 Upon the completion of Client Installation and Training, Granicus shall invoice and the Client agrees to pay the remaining fifty percent (50%) of the cost of Granicus Software and Professional Services as outlined in the Proposal. 4.4 Pursuant to the Granicus Year End Promotion, the Client will receive free Granicus Managed Services until July 1" of 2009. The Client will not be obligated to pay monthly managed services, until July 1" of 2009. Payment for monthly managed services will commence on July 15i° 2009 for the month of August. 4.5 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: Nancy S. Heck Director of Community Relations Carmel City Hall One Civic Square Carmel, IN 46032 4.6 Upon renewal of this Agreement; Granicus may include (in which case Client agrees to pay) a maximum increase of three (3) percent a year on Client's Managed Services Fee. 5. CONTENT PROVIDED TO GRANICUS 5.1 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. 5.2 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-maillspam; (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) is harmful to minors; or (vi) contains any viruses, Trojan horses, GRANICUS. INC. SERVICF AGREF%117.111r 3 VeNI 4.U "EXHIBIT ''? worms, time bombs, 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. 5.3 Indemnification. Client agrees to indemnify, defend and hold harmless Granicus, its officers, directors and employees, from and against any losses, damages and expenses (including lawyers' fees) arising out of or relating to any third party claims made against Granicus based on Client's use of the Granicus Solution including, without limitation, any claims that Client has copied, distributed or transmitted any image files in violation of any third party's rights or has directly or indirectly exported or transmitted the Content in violation of any applicable export restrictions. 6. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. (a) The Client shall retain all right, title and interest in and to its Trademarks, including any goodwill associated therewith, subject to the limited license granted to Granicus, Inc. pursuant to Section 6 hereof. All goodwill arising from use of Client's Trademarks is solely for Client's benefit. Upon any termination of this Agreement, Granicus's right to use Client's Trademarks pursuant to this Section 6 terminates. (b) Granicus, Inc. shall retain all right, title and interest in and to the Granicus, Inc. Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 6 hereof. Upon any termination of this Agreement, Client's right to use Granicus' Trademarks pursuant to this Section 6 terminates. (c) Each party grants to the other a non-exclusive, non-transferable (other than as provided in Section 8 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. (d) Neither party shall use the other party's Trademarks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall take commercially reasonable efforts to comply with the other party's requests as to the use of the other party's Trademarks-and shall avoid any action that diminishes the value of such Trademarks. (e) The parties agree that Granicus has the right to mention the parties' relationship and to use Client's Trademarks including its name and logo in marketing to client and prospective clients, and to list Client as a customer on the Granicus website(s). SECURITY- LIMITATION OF LIABILITY. 7.1 Security of Data. Granicus will take. commercially reasonable efforts to protect and control access to Client Content hosted as part of the Managed Services. However, Client will be responsible for the creation and protection of its username and password for accessing the Granicus Solution. GRANICUS, INC. SERVICE ACRF.FNENT '$f EXHIBIT K?? VMion 4.0 7.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANICUS'S 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'S SOLE OBLIGATION SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTOREACCESS. 7.3 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 PROCUREMEN'T' 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'S 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). 8. CONFIDENTIAL INFORMATION & OWNERSHIP. 8.1 Confidentiality Obligations, 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. 8.2 Exceptions. The obligations of this Section 8 shall not apply with respect to any particular portion of the Confidential Information 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 (notify) the disclosing parry 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 VeNiO9rI.O GRANICUS, INC. SERVICE AGRMMENr 5 IEE/\H'BIT and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 8.3 Contract Use Disclosure. The terms and conditions of this Agreement may be used by either parry to disclose the terns and conditions to other local agencies in an effort to exhibit the following: the terms and conditions as fair and reasonable, or to determine the best value, or for marketing purposes, or to further business development. 9. DISCLOSURE OF AGREEMENT INTERLOCAL.ARRANGEMENTS. 9.1 Disclosure of Agreement Terms. The terns and conditions of this Agreement may be disclosed by either party to other public agencies for the purpose of such other agencies purchasing services under this Agreement pursuant to an interlocal or cooperative arrangement with Client. In addition, Granicus may disclose the terns and conditions of this Agreement in an effort to show that the terms offered to another public agency are fair -and reasonable or to determine the best value. It is understood that Granicus shall not be precluded from disclosing the terms and conditions of its form of Service Agreement to any other third patty at Granicus's sole discretion and for any reason. 9.2 Included Parties: Interlocal Aereentent. Pursuant to any interlocal, intergovernmental, or other such cooperative agreement with Client, Granicus will accept orders from, and will furnish the Granicus Software, Hardware, Professional Services; and Managed Services as outlined in the Proposal to any governmental agency or other public entity authorized by Client to use the Proposal, based upon substantially the same terms and conditions of this Agreement, with the exception of price schedules. 9.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract separately with other similar or related political subdivisions (i.e., colleges, school districts, counties, cities, etc.) of Client, based upon substantially the same terms and conditions of this Agreement, with the exception of price schedules, in an effort to establish the tenns and conditions as fair and reasonable. to. TERM AND TERMINATION. 10.1 Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for one (1) year 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. 10.2 Termination. This Agreement may be terminated, in whole or in part, pursuant to the following terns and conditions: (a) after one year from the Effective Date, by the Client for convenience, upon sixty (60) days prior written notice to Granicus; (b) by either party if the other party materially defaults or breaches this Agreement and fails to cure such default or breach within sixty (60) days following receipt of written notice from the non-breaching party. GRANICUS, INC. SERVICE AGREF.wz,1r 6i6EXHIBIT P( -O Ve"on 4.0 10.3 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 has the right to keep any purchased Hardware, provided that Client removes and/or uninstalls any Granicus Software on such Hardware; and (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 10.4 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 Sections 2.1, 2.4, 2.5, 4, 5, 6, 7.2, 7.3, 8, 9.1, 10.4, 11, 12 and 13 hereof, 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 attached as Exhibit E, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross- referenced documentation. The Client shall also have.the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 11. PATENT COPYRIGHT AND TRADE SECRET INFRINGEMENT. 11.1 intellectual Property Indemnity. Subject to the terns and conditions of this Agreement, Granicus will defend any suit brought by a third party against Client to the extent based on a claim that the Granicus Software infringes any United States patent, copyright, trade secret or trademark, and Granicus will pay any final judgment rendered on, or settlement agreed to in writing by Granicus with respect to, such claim. These obligations are contingent upon Client promptly notifying Granicus in writing of any claims or threatened claims, Granicus having sole control over the defense and all negotiations for settlement of any such claim, and Client giving all reasonable assistance to Granicus in the defense and settlement of the claim. These obligations are further subject to Client being in compliance with its payment obligations under this Agreement. Granicus will not be responsible for any settlement it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED. 11.2 Granicus's Options. If the Granicus Software becomes, or in Granicus's opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides GRANICUS, INC. SnRvlct'. AGRIiF_NIiSr AtXHIBIT Its ?` V? 9,eB1on 4.0 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. 11.3 Limitations of Indemnity. Granicus's obligations under Section 1 i do not apply to any claims, damages or liabilities arising out of or relating to any of the following ("Excluded Claims"): (i) the combination of the Granicus Software with any other software; products, hardware, component, process or material not obtained from Granicus; (ii) any modification to the Granicus Software (unless made by Granicus) if the alleged infringement arises from such modification; (iii) use of the Granicus Software in a manner not permitted by or in breach of this Agreement; (iv) Customer's failure to use replacement or modified Granicus Software that provides substantially similar functionality as the original Granicus Software and the replacement or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v) Granicus's compliance with Client's instructions, specifications or requirements. Client will indemnify and hold harmless Granicus with respect to any and all Excluded Claims. 11 MISCELLANEOUS. 12.1 insurance Requirements. Granicus understands and agrees to comply with the standards and requirements that Client has set forth in the Insurance Requirements listed in Exhibit F. 12.2 Export Restrictions. The parties will comply with all applicable laws, rules and regulations, including export laws, in its performance under this Agreement. In particular, Client acknowledges and agrees that the Granicus Software and other materials provided by Granicus are subject to regulation by U.S. Government agencies and other governmental authorities, and Client agrees not to directly or indirectly export, re-export or import any such materials without first obtaining all required licenses and permissions. 12.3 Assienmenr Successors and Assists. Neither this Agreement nor any rights or obligations herein maybe assigned by either party, by operation of law or otherwise, without the written consent of the other party; provided, however, that, without the consent of the Client, Granicus may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of the majority of Granicus's stock or substantially all of the assets or business relating to the portion of Granicus's operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns. 12.4 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. 12.5 Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard toits conflict of law principles. Except for actions for injunctive relief relating to proprietary rights or enforcement or recognition of any award or order in any appropriate jurisdiction, actions relating to this Agreement shall be GRANICUS,INC. SERVICE:AGREF_MENT 8 66??/?I?I? Version 4.0 brought in the state or federal courts located in and serving San Francisco County, California. Each of the parties consents to the personal and exclusive jurisdiction of that court for this purpose. 12.6 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. 12.7 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 12.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all.of which, when taken together, shall constitute one and the same instrument. 12.9 Entire Agreement. This Agreement,. including the Proposal attached as Exhibit A, and other applicable exhibits (which may include the Contact Information attached as Exhibit B, the Hardware Exhibit attached as Exhibit C, the Trademark Information listed in Exhibit D the Termination or Expiration Options Regarding Content provided in Exhibit E, and the Insurance Requirements listed in Exhibit F , is the entire agreement of the parties and replaces any other understandings or agreements (whether oral or written) between the parties regarding the subject matter of this Agreement. 12.10 Notices. All notices and other communications required or permitted under this Agreement must be in writing and hand delivered or sent by registered first-class mail, postage prepaid or by overnight courier service. Such notices or other communications shall be effective upon receipt if hand delivered, and ten (10) business days after mailing (or, for overnight courier, the number indicated in the mailing instructions) if sent, in the case of the Client, to the address set forth below and, in the case of Granicus, to its principal executive offices to the attention of the Chief Executive Officer, or at such other address for a party as may be specified by like notice. 12.11 Force Ma'eure. 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. 13. DEFINITIONS. In addition to the capitalized terms otherwise defined herein, the following additional capitalized terns shall have the meanings set forth below: 13.1 "Agreement' shall mean this. Service Agreement. 13.2 "Client" 'shall mean the Client of Cannel, IN. 13.3 "Client Use" shall mean any public streaming, document posting, podcasting, or internal streaming that is not for system testing or validation purposes by Client. 13.4 "Confidential Information" shall mean all proprietary or confidential infomtation disclosed or made available by the other party pursuant to this Agreement that is identified as Grwmcus,INC. SraviceACarrarvr "EXHIBIT n GI Vzrsion4.0 IlieeRlebaYl I.dY Np IX\ 'L? 97 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. 13.5 "Content" shall mean any and all, documents, graphics, video, audio, images, sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of, the Client to Granicus. 13.6 "Customer Website" shall mean the Client's existing website. 13.7 "Granicus" shall mean Granicus, Inc. 13.8 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may include Granicus Software, Installation and Training, Managed Services, and Hardware, as specified in Exhibit A. 13.9 "Granicus Software" shall mean all software included with the Granicus Solution as specified in the attached Proposal that may include but is not limited to: MediaManagerT l (includes Uploader, Software Development Kit, CD Creator, and Podcasting Services), MinutesMaker'r-m (includes LiveManager), MobileEncoder'rm, VotingSysterrTM (includes Public Vote Display and MeetingMember), OutCastTM Encoder (includes Meeting Server), StreamReplicator"m, and MediaVaultTm. 13.10 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Exhibit A. 13.11 "Install" shall mean asingle instance in which the software is set up and prepared for use with the Granicus Solution. 13.12 "License Fee" shall mean the total cost of the Granicus Software product, as specified in Exhibit A. 13.13 "Managed Services" shall mean the services provided by Granicus to Client for bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus Solution maintenance, upgrades, parts, customer support services, and system monitoring, as detailed in the Proposal attached as Exhibit A. 13.14 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as specified in Exhibit A. 13.15 "Meeting Body" shall mean a unique board, commission, agency, or council body comprised of appointed or elected officials that meet in a public capacity with the objective of performing decisions through a democratic voting process (typically following Robert's Rules of Order). For example, city councils, planning commissions, parks and recreation departments, GRA\ICUS, INC. Sr..RVtCEAGREEMEm' 10 Version 4.0 #1EXHItIT_!-'t 1? X99 boards of supervisors, school boards/districts, and redevelopment agencies may be considered separate and unique individual Meeting Bodies at Granicus's sole discretion. 13.16 "Professional Services" shall mean the installation, design, website and template integration, and training obligations as detailed in the Proposal. 13.17 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party. 13.18 "Site" shall mean an organization that is governed by a single set of policy and budgetary restraints. For example, a city and its school district are considered separate Sites. Exceptions may be granted at Granicus's sole discretion. 13.19 "Trademarks" shall mean all trademarks, trade names and logos of Client listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Client may specify in writing to Granicus from time to time. .0 GRANICUS, INC. SERVICEAGREEMENr 11 if EX, ?t I BBT-- n/l`' L?5?,3 n 4 {gym 1$?'a_tN? r \t This Agreement consists of this Service Agreement as well as the following exhibits, 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: Insurance Requirements GRANICUS, INC. / By: Thomas A. Spengler Its: Chief Executive Officer Address: 568 Howard Street, Suite 300 San Francisco, CA 94105 Client By: Name: I'm Brainard Its: Mayor Address: City Hall One Civic Square Carmel, IN 46032 Date: GR.MIICIJS, INC. SERVICE AGREF.MFNT 111EX IBIT Ve on 4.0 EXHIBIT A PROPOSAL GRANICUS, INC. SERVICE AGREEMENT- PROPOSAL A-1 ^ ?? Version 4.0 "EXHIBIT IbX\ ti3 9) Qgranicus. Proposed Solution Pricing Software Modules Item MediaManager Outcast Encoder Software (1 License) Sales Tax 568Howard Street, Ste 300 San Francisco, Califomia 94105 415-357-3618 www.8ranicus.com cost $4,500.00 $450.00 0.00 % $0.00 Software Subtotal Professional Services Item Software Installation and Configuration (3) - Document Templates On-Site Training (1 Day) Phone/Web Training (2 Hours) (1) - Player Template (1) - View Template Sales Tax $4,950.00 Cost $1,282.50 $2,025.00 $2,000.00 $300.00 $675.00' $675.00 0.00% $0.00 Professional Services Subtotal Hardware Components* $6,957.50 Item cost (1) - Outcast Encoder Server (standard rack mount with $2,100.00 RAID) (1) - Osprey 230 Video Capture Card $450.00 Sales Tax 0.00% $0.00 Hardware Subtotal $2,550.00 Shipping $150.00 "EX IUBIT A 4,3 99 Street, Ste 300 ?/ prya,ppp??? ¦I c u 568 Howard e C San Francisco, Catl(omia 99705 e e e Jm 415J57d678 www.granicus.com Total Sales Taxt 0.00% $0.00 Total Up-Front Software, Professional Services & $14,607.50 Hardware Total Monthly Managed Services* $1,229.45 *The invoice for the first month's Managed Service Fees will be sent upon the completion of your initial training or the start of your use of your Granicus solution, whichever comes first. Use of the Granicus solution is defined as any public streaming, document posting, podcasting, or internal streaming that is not for system,testing or validation purposes. The first month's Managed Service Fees will be prorated. All invoices are due net 30. If you would prefer to schedule your Managed Service Fees on a quarterly, bi-annual, or annual basis, please contact your sales representative. This Proposal was generated by Sherman Jacobson of Granicus, Inc. on 12/9/2008 and it expires on 6/9/2009. *Price and hardware model are subject to change after 90 days without prior notice. tAdditional sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county and/or municipality. "EXHIBIT USE OF MEDIA MANAGEMENT SOFTWARE. 1.0 Use. Granicus, Inc. agrees to provide you with a Revocable, non-transferable and non-exclusive account to access the Media Management Software; and grants you a Revocable, non-sublicensable, non-transferable and non-exclusive right to use the Media Management Software. The Media Management Software is proprietary to Granicus, Inc., and protected by intellectual property laws and international intellectual property treaties. Your access to, and use of the Media Management Software is licensed and not sold. You are responsible for any applicable costs and taxes associated with your use of the Services, or use of the Services through your account. 2.0 Cancellation of Managed Service Plan (a) Cancellation of Clients Managed Services will also result in the immediate termination of Clients Media Management Software license as described in Section 1.0 "EXHIBIT 1 t, ?? 99 EXHIBIT B SUPPORT INFORMATION I. 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) Mailine Address. Mail may be sent to the support staff at Granicus headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The,technical support staff may be reached at (415) 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 Granicus is htty:Hwww.granicus.com. E-mail may be sent to the support staff at supports granicu s. com. 3. Support 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 performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 5. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements' or modifications into the licensed Granicus Software. Subject to the terms.and conditions to this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW"). Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 5.1 Documentation. After the SOW has been executed by each party, a detailed GRANICUS, INC. SFRVICE AGRFEMENT-SLA B-I Version 4.0 "EXHIBIT A t?$z3 requirements and detailed design document shall be submitted illustrating the complete financial terns that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become pan of the licensed Granicus Software. 5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus's completion of the milestones specified in the SOW and delivery of the applicable etihancement/modification to Client, Client will provide Client 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 enhancemenUmodification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation of Liabilitv: Exclusive Remedv. IN THE EVENT OF ANY INTERRUPTION, GRANICUS'S 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 (formation] GRANICUS. INC. SERVICE AGREEMENT- SLA B-2 A l pl "EXHIBIT Version 4.0 93 EXHIBIT C GRANICUS, INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT'is entered into by Granicusand Client, as an. attachment to the Service•Ageementibetween Granicus and' Client For the sale of tire hardware. components of the Granicus Solution (the "hardware" ):by Granicus,to Client. This exhibit ig'an additional part of the Service Agreement and' is incorporated'therein by reFerencc; 'This exhibit does not,chaiige any tern of'the Service Agreerrlent exceptto'rb.c extent it'is contrary to the service Agreement. Capitalized temts used but not defined in tliis exhibit have the.,;meanings given in the Service Agreement. 1. PuFchase, Price- The. purchase.,price for the Hardware shall be the-price specified in the Proposal. .2. Title and'Delivery. Any scheduled.ship date q'uoted,is approximate and not the essence of this exhibit. Delivery is F.O;B. Granicus;s point of shipiptrq Granicus will select the shipment method unless otherwise mutually agreed in writing The. risk of foss passes to. Client upon delivery to the carrier at _Grani'cus''s point. of shipment. Granicus retains title to.the Hardware until Granicus has received payment iwfull of all slims due pursuant`fo'dtis'exhibit' Granicus.retains title to and ownership of all Granicus" 'Software installed by Graanicds on the :Hardware, notwithstanding:the'usc of the term"sale" or "purchase:" 3. Acceptance. Use. of the-Hardware by Client, its agents„ employees or licensees; of the failure by Customer to reject the, Hardware within fifteen (15) 'days following delivery of the Hardware, constitutes Client's acceptance. Customer titay only reject the Hardware if the Hardware does not confonn-to .the applicable writtenspecifcations. 4., liardtvare Warranty;_ Granicus will provide to Client any warranty pro3ided,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 Tirrte: For, hardware issues requiring, replacement, Granicus; shall respond (via written or verbal acknowledgment) to the request madetby-the Client witltin twenty- four (24)hours: Hardware service,repair or replacemenl:will occur within seventy=two (72) hours of 'the erequest'`by'the•Client, not including ther'time it takes. for the part to,ship-arid travel to tite Client. The Glient shall ;grant 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 timc.frarne and progress of the,repairs or replacements. 6. DISCLAINIER OF NVARRAINTIES. NOTWI'T'HSTANDING THE MAINTENANCE PROVIDED UNDER SECTION 41 ABOVE, THE SOLE WARRANTY'ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY.AS PROVIDED IN SECTION 1 ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, 'IMPLIED OR STATUTORY WARRANTIES. INCLUDING 'THE, IMPLIED WARRANTIES' OF ItTNESS FOR A PARTICULAR PURPOSE; OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTr1T(ON ON BE OF GRANICUS. GRAN FC175„ Inc.,Srxvica AGRP1tENT-TRADFUARK C-1 (!? Version 4.0 33 7. LIMITATION' OF LIABILITY. GRANICUS SHALL NOT 'BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES.ARISING OUT OF OR RELATING TO. TILTS FXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT. WHETH R SUCH LIABILITY ARISES UNDER CONTRACT. TORT (TNCLUDING NEGLIGENCE), STRICT PRODUCT. LIABILITY OR OTHERWISF, FVEN IF GRANICUS!HAS BEEN.ADViSFDtOF THE POSSIBILITY-OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY`FORESEW.. IN NO EVENT WILL GRANICUS'SlIJABILITY'TO CLIENT ARISING OUT`OF OR RELATING TO THIS FXI-IIBIT EXCEED 'THC AMOUNT OF THE. PURCHASE PRICE PAID TO GRANICUS BY'CUSTOMER FOR THE HARDWARE. (end ©fHdrdi7,are Exhibit] GRANICLJS,INC._SE=RVICE AGREt:WWf-T'RADRMARK G2 e6 ? Versio.0 E ^ InHT 2D IL ?g EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks (3 granicus- Granicus logo as,.a mark Granicuso MediaVaule Mobile Encoder' Outcast Encoder® S[reamReplicator® Granicus Trademark Names TM Integrated Public ,Record'" Tntelligent Routing" LinkedMinutes"" LiveManager'" MediaUnter'? MediaManager' ' 3VMeetingMember'M sMeetingServer` Simulcast Encoder„ V oteCastzu VoteCastM Classic VoteCast" Touch Client Trademarks GRAN1CUS,,,[NC. SERVICE AGReeMENT..-Tm9L.MARK C t Version 4.0 EXHIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with "a copy of its Content. The Client shall have the option to choose one (1) of the following methods to obtain a copy of its Content: • Option 1: Video 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 IvlediaManager 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 Media Vault 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. GRANICUS, INC.. SERVICE AGRErmrNr-TERMINATION F.aEXHB BIT V5§Si00 4.0