Granicus/Com Rel/14,573.40/Video recording/indexingGranicus, Inc.
Department of Community Relations Economic Development - 2015
Appropriation #1203 - 4341999;
Contract Not To Exceed $14,753.40
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "
a :ti reement is
THIS AGREEMENT, FOR PURCHASE OF GOODS AND SERVICES and ("A eh its Board
hereby entered into by and between the
nd City
cuss Inc. l an entity duly acting authorized to do business
of Public Works and Safety ("City"),
in the State of Indiana ( "Vendor").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE: agrees that its execution of
Vendor acknowledges that it has read Agreement's terms ag d cond tions�
same constitutes its acceptance of all o f the g
2. PERFORMANCE:
City agrees to purchase the goods and /or
budget appropriation number 1203- 4341999
otherwise perform the requirements of this
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to
Three provided to City Fo hereunder
Fe
shall be no more than Fourteen Thousand Seven Hundred Fifty
($14,753.40) (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 t sixty extent the
are receipt of Vendor's are
invoice detailing same, so long as and to hexte
in conformance 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.
services (the "Goods and Services ") from Vendor using City
funds. Vendor agrees to provide the Goods and Services and to
Agreement by applying at all times the highest technical and
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 and /or by Vendor to and accepted 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.
IS:1CanractsUsrn .Secs k Code SscsK'nnununiy Relrinnd261SCirnnicuc, Lac. Goods k Scr•icrs IY)RM - WITH E- Vrrit) Languagc.doc:4 /?S/2015 i:57 PM]
Granicus,
Department of Community Relations & Economic Development - 2015
Approptiation #1203 - 4341999; P.O. #32611
Contract Not To Exceed $14,7.53.40
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.
7. 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.
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.
ISVomror.slPof.Svrs A Goods S.n 'Co.unxnay Rrlotions \MI5`Gnmicus. Inc. Goods & Sr, .irrs F(k.1- WITIi EVrriiylnneuogr.d AI21V201:;:c7 PM)
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Granicus, Inc.
Department of Community Relations & Economic Development - 2015
Appropriation #1203 - 4341999; P.O. #32611
Contract Not To Exceed $14,753.40
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 States, 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. E- VERIFY
Pursuant to I.C. § 22 -5 -1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E- Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E- Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E- verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E- Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E- Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. 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.
14. 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.
15. 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 monies required of City to be paid to
Vendor under or pursuant to this Agreement.
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Granicus, Inc.
Department of Community Relations & Economic Development - 2015
Appropriation #1203- 4341999; P.O. #32611
Contract Not To Exceed $14,753.40
16. 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 laws 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.
17. 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.
18. 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 AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor:
Granicus, Inc.
707 17th Street. Ste. 4000
Denver, CO 80202
Notwithstanding the above, notice of termination under paragraph 19 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.
19. TERMINATION:
19.1 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.
19.2 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.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
IS: V_'ontracts\Prol.Svcs & Gads Sves‘Corninunity Relations\2Ol5S',ranicus, Inc. Goods & Services FORM - WITH E- Verif7 lanauage.doe:5/2[./2015 3:53 PM]
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Granicus, Inc.
Department of Community Relations & Economic Development - 2015
Appropriation #1203- 4341999; P.O. #3261I
Contract Not To Exceed $14,753.40
20. 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.
21. 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.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Para raph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 20&-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.
23. 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.
24. 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.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5 -22 -16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. 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.
28. 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 govem and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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' •Granicus, Inc.
Department of Community Relations & Economic Development - 2015
Appropriation #1203- 4341999; P.O. #32611
Contract Not To Exceed $14,753.40
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
,4ames Brainard, Presidin
Date: / °.3 —V
� r
Officer
Mary Ann : rke, Member
Date: b
Lori S; W
Date:(/
ATTEST:
aria Cordray, IAMC, lerk- Treasurer
Date: Co-3 —t
By:
Authorized Signature
—3 &Son /d the r
Printed Name
Co
Title
FID/TIN:
�I- o/c. i-(10
Last Four of SSN if Sole Proprietor:
Date:
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6
EXIIIBITO
CURRENT SOLUTION
Monthly Managed Services: $1,229.45 /month
Additional Meeting Body Upgrade: $83.75 /month
GRANICUS, INC. SERVICE AGREEMENT
Total Monthly Payment: $1,313.20 /month
EXIIIBITa
SUPPORT INFORMATION
EXHIBIT P
of
1 0 Version 6
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support-only telephone numbers, and via e -mail or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 707 17`I' Street, Suite 4000, Denver, CO 80202.
(b) Telephone Numbers. Office staff may be reached from 5:00 AM to 6:00 PM
Pacific time at (415) 357 -3618 or toll -free at (877) 889 -5495. The technical support staff may be
reached at (415) 357 -3618 opt 1.
(c) Internet and E -mail Contact Information. The website for Granicus is
http: / /www.granicus.com. E -mail may be sent to the support staff at
customercare (igranicus.com.
2. Support Policy. When Granicus receives notification of an issue from Client, Granicus, Inc.
customer advocate or technical support engineer will respond with notice that they will be actively
working to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the
issue and an estimated time for resolution. Notification shall be the documented time that the Client either
calls or e-mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc.
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of
the maintenance. Granicus will provide the Client with at least three (3) days prior notice for any
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice, if any, as possible under the circumstances.
4. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications ( "Modifications ") into the licensed
Granicus Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and
Client will use commercially reasonable efforts to enter into a written scope of work ( "SOW ") setting
forth the Modifications to be done, the timeline to perform the work and the fees and costs to be paid by
Client for the work.
4.1 Documentation. The SOW will include a detailed requirements and detailed design document
illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated
project schedule, and other information relevant to the project. Such Modifications shall become part of
the licensed Granicus Software.
4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time -and-
materials" basis unless otherwise stated in the SOW. Delivery of the software containing the
Modifications shall be complete once such software is delivered and deemed by Granicus to be
ready for Client's use. Client will have fifteen (15) days after delivery of the Modifications to notify
Granicus of any issues or problems. If Client notifies Granicus within such fifteen (15) day period of
issues or problems, Granicus will promptly work to fix those issues or problems.
4.3 Title to Modifications. All such Modifications shall be the sole property of the Granicus.
GRANICUS, INC. SERVICE AGREEMENT
EXHIBIT
1 I Version 6
20 ?1
5. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
EXHIBIT*
HARDWARE EXHIBIT
GRANICUS, INC. SERVICE AGREEMENT 12
EXHIBIT A
C%
Version 6
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement
between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware ")
provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated
therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the
Agreement.
1. Price. The price for the Hardware shall be the price specified in the Proposal.
2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit,
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding
the use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
Client to reject the Hardware within fifteen (15) days following delivery of the hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the
applicable written specifications.
4. Service Response Time. For hardware issues requiring replacement, Granicus shall respond to the
request made by the Client within twenty -four (24) hours. Hardware service repair or replacement will
occur within seventy -two (72) hours of determination of a hardware issue, not including the time it takes
for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to
the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client
informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is
received Client's responsibilities will include:
a. Mount server on client rack (if applicable)
b. Connecting original network cables.
c. Connecting original audio and video cables (if applicable).
5. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF
GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH
DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS'
LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE
AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above -
mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed
by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools
have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus'
intention to provide all Clients with the same level of customer care and warranty, should the Client
decline these recommended tools, certain levels of service and warranty may not guaranteed.
7. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation
and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians
with necessary information to diagnose and resolve software problems. Should the Client decide to
GRANICUS, INC. SERVICE AGREEMENT 13
EXFHlBIT A
version 6
1-10C-1
decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to
Granicus Hardware. Client understand that should they decide to use internal methods of access, such as
VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as
well as after hours in the event Granicus technicians are unable to access remote Granicus systems.
8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will
provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year
warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails
to function properly due to normal wear and tear, defective workmanship, or defective materials.
9. Use of Non- Approved Hardware. The Granicus platform is designed and rigorously tested based
on Granicus - approved Hardware. In order to provide the highest level of support, Granicus requires the
use of Granicus- approved Hardware in your solution. While it is Granicus' intention to provide all clients
with the same level of customer care and continuous software upgrades, Granicus does not make any
guarantees or warranties whatsoever in the event Client uses non- approved hardware.
10. Client Changes to Hardware Prohibited. Client shall not install any software or software
components that have not been agreed upon in advance between Client and Granicus technical staff.
While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does
not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates
this provision.
EXHIBIT
i.,
GRANICUS, INC. SERVICE AGREEMENT 14 Version 6 5
TRADEMARK INFORMATION
Granicus Registered Trademarks ® Include:
GRANICUS
Granicus logo as a mark
Granicus®
Legistar®
MediaVault®
MinutesMaker®
Mobile Encoder®
Outcast Encoder''
StreamReplicator®
Granicus Trademark Names TM Include:
CivicIdeas "
iLegislateTM
T,1
InSitc
Integrated Public RecordTM
Intelligent Routine"
LinkedMinutes"'
LiveManagerT*'
MediaCenter1 "'
MediaManagerT"
MediaVaultt"
MeetingMember"
MeetingServerTM
Simulcast Encoder."
VoteCast. "'
VoteCastt" Classic
VoteCast'" Touch
For an updated list of Granicus registered trademarks, trademarks and servicemarks, please visit:
http:// www. granicus .com/help /legal/copyright- and - trademark/.
Client Trademarks
EXHIBIT,1
(PV,!'f.,a.�
ai iin " ,
GRANICUS, INC. SERVICE AGREEMENT 15 Version 6
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination or expiration of the 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:
e Option 1: Video /Audio files made available through an external hard drive or FTP site in its raw
non - proprietary format. A CSV file will be included providing file name mapping and date. This
option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable.
® Option 2: Provide the Content via download from the application UI. This option shall be
provided free of charge and is available anytime.
• Option 3: Provide the means to pull the content using the Granicus Application Programming
Interface (API). This option is provided free of charge and is available at anytime.
• Option 4: Professional services can be contracted for a fee to customize the retrieval of content
from the system.
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, or whenever transfer of content is completed, whichever is later.
GRANICUS, INC. SERVICE AGREEMENT
16 Version 6
J7