Loading...
HomeMy WebLinkAboutAgenda Report - August 18, 2021 C-16AGENDA [TEM (20,16 ° CITY OF LODI COUNCIL COMMUNICATION TM AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 2 to Service Agreement with Granicus, Inc., of Denver, Colorado, for Extension of Support for Granicus Solution and Boards and Commissions Software and Managed Services ($33,430) and Authorize the City Manager to Execute Extensions MEETING DATE: August 18, 2021 PREPARED BY: Information Technology Manager RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute Amendment No. 2 to service agreement with Granicus, Inc., of Denver, Colorado, for renewal of Granicus Solution and Boards and Commissions software and managed services in the amount of $33,430 annually and authorizing the City Manager to execute extensions. BACKGROUND INFORMATION: Since 2008, Granicus, Inc., has provided Granicus Solution, the software and managed services the City Clerk's Office utilizes for Council agendas and minutes. It is now time to extend the current contract.. On July 2, 2008, the City began streaming video feeds of City Council meetings on the Internet. The company that hosts this streaming, Granicus, provides an interactive platform that allows viewers to jump to specific agenda items to watch what occurred during the meeting. The service also provides links to the staff reports that were prepared and submitted on each item and maintains an archival of past meeting videos. In addition, the City has the capability of uploading Shirtsleeve Session audio recordings to Granicus after the meeting for public access. On June 6, 2015, the City entered into a three-year service agreement with Granicus Inc., providing services to manage agendas and minutes for Council meeting and boards and commissions. Resolution 2015-140 allowed for the City Manager to renew the agreement annually subject to an annual cost not to exceed the sum of $30,000. Staff recommends that the City Manager be authorized to execute Amendment No.2 to Services Agreement and annual extensions with an annual increase not to exceed 5% subject to the annual cost not exceeding the sum of $50,000 for Granicus Solution and boards and commissions software and managed services until such, time that the City discontinues the service. FISCAL IMPACT: The funds are budgeted in the City Clerk operations budget. The annual fee is subject to an increase no more than 5% at the time of the agreement's extension. FUNDING AVAILABLE: City Clerk 1 10005000.72313 1$33,430 APPROVED: Stephen Schwabauer, City Manager f Benjamin Buecher, IT Manager Attachments f1", ft - Andrew Keys (Aug 5, 202107:37 PDT) Andrew Keys, Deputy City Manager AMENDMENT NO. 2 GRANICUS, INC. Services Agreement THIS AMENDMENT NO. 2 TO AGREEMENT, is made and entered this day of , 2021, by and between the CITY OF LODI, a municipal corporation (hereinafter "CITY"), and GRANICUS INC., (hereinafter "CONTRACTOR"). WITNESSETH: WHEREAS, CONTRACTOR and CITY entered into a Services Agreement ("Agreement") on June 6, 2015, and on October, 8 2019 approved Amendment No. 1, Exhibit 1 and Exhibit 2 respectively, attached hereto; 2. WHEREAS, CITY requests to amend said Agreement to extend the term Agreement for one-year continuing Granicus Solution and Board and Commission Software support for an annual fee of $33,430; subject to the annual cost not exceeding the sum of $50,000; and 3. WHEREAS, CITY COUNCIL authorizes the City Manager to approve annual extensions of Agreement with Granicus Inc., with an annual increase not to exceed five percent of the previous annual fee subject to an annual cost not to exceed the sum of $50,000; and 4. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Agreement and fees as set forth in Exhibit 3. CITY agrees to pay CONTRACTOR $33,430 for one-year with auto - renewal of service and no more than 5% increase annually, not to exceed an annual sum of $50,000 for licensing and support of Granicus Solutions and Board and Commission software. All other terms and conditions of the Agreement remain unchanged. IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. CITY OF LODI, a municipal corporation GRANICUS, INC. STEPHEN SCHWABAUER City Manager Attest: JENNIFER CUSMIR City Clerk Approved as to Form: JANICE MAGDICH City Attorney NAME: JASON FLETCHER Title: Chief Executive Officer GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of June 18, 2015 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and City of Lodi, a Municipal Corporation (the "Client"). Additional definitions of capitalized terms used herein are set forth in Section 12 hereof. 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 asset forth in the Proposal, which is attached as Exhibit A and incorporated herein by reference, (ii) continue with Client's existing solution as described in the Current Solution document, which is attached as Exhibit B, and incorporated herein by reference, (iii) engage Granicus to integrate its Granicus Software onto the Client Website, (iv) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (v) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibits A and B. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations, and warranties herein contained, the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Soltware and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibits A and B. Managed Services shall mean the services provided by Granicus to Client as detailed in Exhibits A and B. Managed Services Fee shall mean the monthly cost of the Managed Services, as detailed in Exhibits A and B. GRANT OF LICENSE. 2.1 Ownership.: Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non- exclusive license to access the Granicus Software listed in the 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, including Client's work with its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty: Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with the functionality and features as described in the Proposal GRANICUS, INC. SERVICE AGREEMENT I Version 6 for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 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. 3. PAYMENT OF FEES 3.1 Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in Exhibit A. 3.2 Fifty percent (50%) of all up -front fees for all products are due upon Granicus' receipt of an executed agreement or purchase order, as appropriate. The remaining fifty percent (50%) of up -front fees for each product are due upon delivery of that product. Annual billing for Managed Services for associated products shall begin upon completion of delivery as defined under Section 3.3 below. Client will be invoiced a pro -rated amount from the completion of delivery through the end of the year. Thereafter, Client will be billed, in advance, each January 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges that products may be delivered and fully operational separate from the other purchased products. 3.3 For Granicus Hardware, delivery is complete once the Client receives Hardware components with the configured Granicus Software. For Granicus Software, delivery is complete once the Software is delivered and deemed by Granicus to be ready for Client's use. For Legistar, delivery is complete once the Hardware and Software are installed and deemed by Granicus to be ready for Client's use. Upon Granicus Hardware and/or Software delivery, Client will have fifteen (15) days 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. 3.4 Granicus, Inc. shall send all invoices to: Name: Jennifer Ferraiolo Title: City Clerk Address: City of Lodi P.O. Box 3006 Lodi, CA 95241-1910 3.5 Upon each yearly anniversary during the term of this Agreement (including both the initial term and all renewal terms), the Granicus Managed Service Fees shall automatically increase from the previous Managed Service Fees by five (5) percent per annum. GRANICUS,INC, SERVICE AGREEMENT 2 Version 6 3.6 Training Usage Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are encouraged to take advantage of all purchased training up -front in order to achieve the maximum amount of success with their services. All purchased training must be completed within ninety (90) days of the date of the project kickoff call. Any purchased training not used during this ninety (90) day period will expire. If Client feels that it is necessary to obtain more training after the initial ninety (90) day period, Client may purchase additional training at that time. 3.7 TminirIP, Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight (48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four (24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 4. CONTENT PROVIDED TO GRANICUS 4.1 Res onsi b! I i [y for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted pursuant to Section 5.2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each Party grants to the other a non-exclusive, non -transferable (other than as GRANICUS, INC, SERVICE AGREEMENT 3 Version 6 J I if ii I • ?.I- "I i{ provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other Party's Trademarks shall be subject to the prior written approval of such other Party, which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranly Pisclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 (Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of profits or revenues, goodwill, data (including loss of use or of data, loss or inaccuracy or corruption of data), or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for the six (6) month period prior to the date the claim arose, regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INI=ORMATION_& OWNERSHIP. 7.1 Confidential ity Obllotions. 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 of the other Party. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.2 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) if permitted by applicable law, notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. GRANICUS, INC. SERVICE AGREEMENT 4 Version 6 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for thirty-six (36) months after the date hereof. This Agreement shall automatically renew in perpetuity for terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. (c) Client shall refer to Exhibit E for the four (4) termination/expiration options available regarding Content. 8.3 Obligations Upon_ Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement, and applicable provisions of the exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the termination or expiration options regarding Content as set forth on 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. 9. PATENT COPYRIGHT AND TRADE SECRET MR.INGEMENT. 9.1 Granicus' Options. if the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may terminate this Agreement and refund any prepaid fees to Client for which it has not received the services. GRANICUS, INC. SERVICE AQREEMENT 5 Version 6 10. INTERLOCAL AGREEMENT. 10.1 This Agreement may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use, including the products and services and fees applicable thereto. Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations of the respective governmental entity. 11. MISCELLANEOUS. 11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 11.2 Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. 11.3 Co�Iruction and Severahilit . 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. 11.4 Independent Contractws. The parties are independent contractors, and no other relationship is intended by this Agreement. 11.5 Farce Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, or electrical, internet or telecommunications outage. 11.6 Closed Ca0tinnin0ervices. Client and Granicus may agree that a third party will provide closed captioning or transcription services under this Agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. 12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: 12.1 "Confidential Information" shall mean all proprietary or confidential information disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection), that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material); provided, however, that Confidential Information shall not include the Content that is to be published on the Client Website. GP ANicus, INC. SERVICE AGREEMENT 6 Version 6 12.2 "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. 12.3 "Client Website" shall mean the Client's existing websites. 12.4 "Granicus Application Programmatic Interface" shall mean the Granicus interface which is used to add, update, extract, or delete information in MediaManager. 12.5 "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. 12.6 "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: MediaManagerTM (includes Uploader, Software Development Kit, and Podcasting Services), MinutesMakerTM (includes LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display). 12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Exhibit A. 12.8 "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. 12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as specified in Exhibit A. 12.10 "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). Two or more Meeting Bodies may be comprised of some or all of the same members or officials but may still be considered separate and unique Meeting Bodies at Granicus' sole discretion. For example, committees, subcommittees, city councils, planning commissions, parks and recreation departments, boards of supervisors, school boards/districts, and redevelopment agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole discretion. 12.11 "Proposal" shall mean the document where the Granicus Solution that is the object of this Agreement is described along with pricing and training information. 12.12 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party. 12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus and Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Granicus or Client may specify in writing to the other party from time to time. GRANicus, INC. SERvTcE AGREEMENT 7 Version 6 This Agreement consists of this Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Current Solution Exhibit C: Support Information Exhibit D: Hardware Exhibit Exhibit E: Trademark Information Exhibit F: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. By: Jason Fletcher Its: Chief Executive Officer Address: 707 17te Street, Suite 4000 Denver, CO 80202 CITY OF LODI, A MUNICIPAL CORPORATION By: Name: Its: Address: Date: Approved as to form City Attorney GRANICUS, INC. SERVICE AGREEMENT S Version 6 -Lodi Boards and Commi.ssmns,2/ 18/2015 PRESENTED BY; Ahmad AbderrrsNl i, Granitu-. RESECVTED.TO. Ld rr�'! .f. '.`Sr-y1�l.,;c"�.7�~�r•iit�Y.,S't !'- � i� i _ 1 - DELIVE RED 0N. ul,e 16,20T5 r 'S Vii. ........ � .. is @ GRANICUS 707 17th 51f e1, SLHO, 4600 Dpilvi� CO 80102 : ,.I i I [ ll.1 +j t1;Vi Pricing Breakdown for your Solution Boards and Commissions 1 Package $500.00 $500.00 Total Software Monthly Cost: $500.00 Total Upfront Cost: $0.00 Total Monthly Cost. $500.00 @ GRANICUS VV Vv \,V. CI I' rl fl' 1?-. u 7W 17th Str--t. SLIIIt d00(.). CO 80202 i ...i is ;.i i._. 1,II -,Ii 1, GranicusO Open Platform The Granicus® Open Platform is the cloud -based foundation for all Granicus applications. It allows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools and includes free access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in place. The Granicus Platform includes the ability to upload and publish content including videos and documents. ac heLe-(httpllwww.granicus.toml-Jyluik=LCcan iL-0m_ Ejatform.upxa for more information on the Granicus Open Platform. Unlimited content storage and distribution • Open architecture and SDK Archived video editing and indexing • Citizen web portal • Live and on-dernand streaming to mobile devices • Create a paperless agenda environment with iLegislate® for the Wad Boards & Commissions The Boards and Commissions app is designed to help government agencies easily manage government body appointments, vacancies, and citizen applications online. Now, the public can easily see what boards and commissions exist and take the opportunity to apply for open seats quickly from the web. Traditionally, applying for boards and commissions is a paper-heavy and labor intensive process involving a lot of emails, phone calls, public notices, multiple systems and ongoing coordination throughout the year forgoverning bodies. This application simplifies the entire administrative process with online appointment workflows. There are even automated email form letters, and website widget builders to save time in the recruitment process. Some of the key features it includes: Easily publish and promote open vacancies on their website and across social networks • Customize and design your citizen application template and leverage a seamless integration to any government website „_ 1 • Filter and qualify applicants using simple and effective search tools- Auto-generate communications and follow up for all steps of the application & appointment process • Intelligent dashboard for monitoring terms and vacancies with built in alert system • Integrates seamlessly with Granicus' Legislative Management toolset Ej GRANICUS BOARDS AND COMMISSIONS Customer Implementation Plan A Granlcus Boards & Commissions Implementation consists of three phases. The tasks in the first phase rely heavily on the collection and delivery of various data from the customer. In the second phase, the ownership of tasks shifts to Granicus, as this is the stage where the data provided by the customer is used to install and configure the actual Boards & Commissions application. The third and final phase consists of a joint collaboration between the customer and Granicus to validate the various Boards & Commissions configurations, and to Introduce the available training and customer care resources. Week 0 Client gathers and sends Initial Board Custom Details to track Client TBD flies Users (Nome, Emalls) Intemal Tracking details for applicants Member Roster in Excel Current Applicants In Excel Installation of Boards and Granlcus TBD Week 1 Deploy Boards and Commissions application Commissions App on client's Project Granicus Platform, Manager Week 1 Application setup Create Application Granlcus TBD Add Custom Board Details Designer Add Custom Internal Tracking Set up Initial 'widgets' Week 1 Email main client contact with Client main contacts have Granicus TBD Initial setup complete access to the application Project Manager Week 1 Import data If client provided boards, board Grnnlcus Data TBD rosters and citizen applicants, Manager Import data Into system Week 1 Boards and Commissions Users Email users with training Granicus TBD Training & Introduction program and links to the Project application Manager Week 2 Validation Call Group call with main B&C users, Granicus TBD webmaster and IT for application Project review & checkoff Manager @ GRANICUS G��I rl III :Utj.c 1-1) fn '107 lith SLjjj� 4000, CO 80202 ' i'. �•i.�li r Granicus Differentiators • World's most experienced provider of government transparency, citizen participation, meeting efficiency, and legislative management solutions with: • Over 1,000 clients in all 50 states, at every level of government Over 31 million government webcasts viewed • More than 265,350 government meetings online • First fully integrated legislative workflow management system for local government • Open API architecture and SDK allow for seamless integrations with systems already in place • Certified integrations provide flexibility and choice of agenda workflow solutions • Exclusive provider of the iLegislate !Pad application that allows users to review agendas and supporting materials, bookmark and take notes on items, stream archived videos, and review community feedback • Only governmentwebcasting service to provide encoding, minutes annotation, transcription, and closed captioning services • Truly unlimited storage and distribution for all meeting bodies and non -meeting content • Indefinite retention schedules for all archived meeting and non -meeting content • Only provider of both government webcasting and citizen engagement services • 24/7/365 customer service and support + 97% customer satisfaction rating, 98.5% client retention rating • One of the 100 companies that matter most in online video by Streaming Media magazine • Ranked 185 on Deloitte 500 fastest growing companies • Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here: http://www.granicus.com/customers/case-studies/ Proposal Terms and Conditions • Sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county and/or municipality • Clients who have completed a contest entry form and enter into an agreement with Granicus (with a minimum three (3) year term) to purchase Granicus' Boards and Commissions Application before June 30, 2015, qualifyfor a one-time promotion. As part of this promotion, two (2) Grand Prize winners will receive Monthly Managed Service Fees ("MMS") at no cost to the Client for a full year (12 months), with runners-up receive a 10 -percent discount off MMS pricing for a full year (12 months). Discounted billing for Monthly Managed Services will start after deployment has been completed**. The MMS pricing will revert to one hundred percent (100%) of the regular price after the initial 12 -month period. Up -front costs are not affected by this promotion. Monthly Managed service fees on Client's current services are not affected by this promotion. This promotion cannot be used in conjunction with any other discount or promotion for Boards and Commissions. **In an effort to ensure our customers leverage this promotion in the most advantageous way, it's imperative that project pre -requisites are completed prior to the start of the project. Your sales representative and your sales engineer will work with you in gathering the necessary items such as: technical requirements and preparation, primary users and leads contacts, workflow definitions, document template assessments, other pre -requisite items may be required depending on the solution. Your Granicus representative(s) will determine these requirements. Granicus has seen historically that the contracting phase of the agreement tends to take the most time. Please note that your project cannot begin deployment until both parties has signed and agreed on the contract, For Boards and Commissions, deployment is complete once the software has been provisioned and configured by Granicus based on technical scope and workflow definitions determined throughout the implementation process. The software is considered deployed once all software is installed which occurs prior to customer training. DISPOSITION PENDING CURRENT SOLUTION The current Granicus solutions used by the City of Lodi include: • Open Platform • Government Transparency • Meeting Efficiency City of Lodi pays the following monthly managed service fee: $1,685.89/month [The remainder of this page is left blank intentionally.] EXHIBIT C SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 707 17'h Street, Suite 4000, Denver, CO 80202. (b) 'releghone_Numbers. Office staff may be reached from 5:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at (415) 357-3618 opt 1. (c) Internet and E-mail Contact Information. The website for Granicus is Litt :Ilwww. ranicus.com. E-mail may be sent to the support staff at Cti$tomercare gra111C SS.Conl. 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 Enhance�rients or Modifcatlans. 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 Accotance. 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 GRANICUS, INC. SERVICE AGREEMENT Version 6 U!S?',:'iSI 1 1 A l-'E:hiL)iWGi 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. 5. Limitation of Liabilit • Exclusive Remed . 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. GRANICUS, INC. SERVICE AGREEMENT Version 6 EXHIBIT D HARDWARE EXHIBIT 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 LIAB[IITY. 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. GRANICUS, INC. SERVICE AGREEMENT Version 6 7. Remote Accessibil's . Granicus leverages remote access tools such as Logmein for installation and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use internal methods of access, such as VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. 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-AUnroved_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 Chan es 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. GRANICUS, INC. SERVICE AGREEMENT Version 6 EXHIBIT E TRADEMARK INFORMATION Granicus Registered Trademarks Q0 Include: GRANICUS Granicus logo as a mark Granicus® Legistar® MediaVault® MinutesMaker® Mobile Encoder® Outcast Encoder® StreamReplicatoe Granicus Trademark Names TM Include: CivicIdeasT" iLegislate7 InSiteT°' Integrated Public Record' Intelligent Routing' LinkedMinutesT' LiveManager MediaCenterT"' MediaManager' MediaVaulf' MeetingMember MeetingServer'' Simulcast Encoder' VoteCastT" VoteCastT" Classic VoteCastT" 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 GRANICUS, INC. SERVICE AGREEMENT 15 Version 6 EXHIBIT F 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: • 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 Version 6 First Amendment to the Granicus Service Agreement between Granicus, Inc. and Lod I, CA This First Amendment to the Granicus, Inc, Service Agreement is effective 9/1/2019 and entered into by and between Granlcus, Inc., a California Corporation (hereinafter referred to as "Granicus"), and Lodi, CA (hereinafter referred to as "Client"), with reference to the following: WHEREAS, the Client and Granicus entered Into an Agreement effective 6/18/2015 (the "Agreement"); and WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed in Q-77528, which is attached as Exhibit A and incorporated herein by reference; NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed In Exhibit A. Exhibit A Is exclusive of applicable state, local, and federal taxes, which, If any, will be Included In the Invoice. It Is the responsibility of the Client to provide applicable exemption certlflcate(s), 2. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 3, In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement, the provisions of this First Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives. By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Lodi, CA Granlcus Signature:. Signature: Name: 0r_ Name: JS,5,5 IC¢ 1A • I Title: /1'rti+ � j eg�y Title: 1(,[0 -naw K1 Ss dl, t, )Pd ufs Rate:, Joh date: 16 `1-G Z019 Exhibit A Granicus Proposal for Lodi, CA Name: Andrew Murray Phone: (202) 407-7435 Email: andrew.murray@granicus.com Quote Number: Q-77528 Prepared On: 8/19/2019 Valid Through: 10/18/2019 Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Solution Billing Frequency Quantity/Unit Annual Fee Granicus Encoding Appliance Software (GT) Monthly 0 Each $1,323.00 Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre -paid fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of this Agreement to the end of the Customer's then -current billing term, credited, and such credit applied to the annuap fees for new subscriptions. Customer will continue to have access to and use the terminating solution until the new so otion is deployed. Upon the deployment of Customer's new solution as determined at Granicus'sole discretion, Granicus shall remove access to the Customer's terminating solution, Solution Billing Quantity/Unit One -Time Fee Frequency Granicus Encoding Appliance Hardware - SDI (AMAX) (GT) Upon Delivery 1 Each $3,500.00 Granicus Encoding Appliance Hardware - Setup & Config Upon Delivery 1 Each $875.00 US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00 Granicus Encoding Appliance Hardware - Setup & Config Upon Delivery 1 Each $0.00 SUBTOTAL: $4,500.00 Annual Fees for New Subscriptions Solution Billing Quantity/Unit Annual Fee Frequency Granicus Encoding Appliance Software (GT) Monthly 1 Each $2,523.00 Upgrade to SDI 720p Streaming Monthly 1 Each $1,200.00 SUBTOTAL: $3,723.00 Please note, annual fees for new subscriptions will be prorated to align so Client's then -current billing term. Exceptions include Recur—ing Captioning Services, SMS, and Targeted Messages. Name Description Granicus Encoding AMAX Encoder with Osprey SDI Card, Used to pass commands and data from LiveManager that Appliance Hardware - include Start/Stop of webcast, indexing, and document display. Also serves to distribute video SDI (AMAX) (GT) and captions to be distributed to the CDN or Performance Accelerator. Granicus Encoding Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution Appliance Software where webcasts are started/stopped, agendas amended and indexed, votes and attendance (GT) recorded, and minutes created. Granicus Encoding Remote configuration and deployment of an encoding appliance. Appliance Hardware - Setup & Config US Shipping Charge C US shipping of a large item - Large Item Upgrade to SDI 720p Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Streaming G GRAN ICUS 408 Saint Peter Street, Suite 600 Saint Paul, MN 55102 United States THIS IS NOT AN INVOICE Order Form Prepared for Lodi, CA Please note: This is not an invoice. This is a budgetary proposal that outlines the products and fees associated with the subscription renewal. Please inform the Granicus Contact listed below if you wish to issue a PO against this budgetary proposal. ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: ORDER TERMS Olive Nofzinger olivia.nofzinger@granicus.com Q-132136 07/29/2021 05/31/2021 Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: 06/01/2021 - 05/31/2022 Order #: Q-132136 Prepared: 07/29/2021 Page 1 of 4 GRANICUS PRICING SUMMARY Order Form Lodi, CA The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Suhscripiion Fees Solution Billing Fre uenc Quantity/Unit Annual Fee Open Platform Suite Monthly 1 Each $0.00 Boards and Commissions Monthly 1 Each $7,293.04 Government Transparency Suite Monthly 1 Each $22,030.39 Granicus Encoding Appliance Software (GT) Monthly 1 Each $2,781.61 Upgrade to SDI 720p Streaming Monthly 1 Each $1,323.00 SUBTOTAL: $33,428.(}4 Order #: Q-132136 Prepared: 07/29/2021 Page 2 of 4 G\ GRANICUS PRODUCT DESCRIPTIONS Order Form Lodi, CA Solution Description Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Boards and Commissions Boards and Commissions is a Software -as -a -Service (SaaS) solution that enables government organizations to simplify the citizen application and appointment to boards process of the clerk's office. Boards and Commissions includes: • Unlimited user accounts • Unlimited boards, commissions, committees, and subcommittees • Unlimited storage of citizen applications • Access to up to one (1) Boards and Commissions site • Access to customizable, embeddable iFrame websites for displaying information to citizens • Access to a customizable online citizen application form including board -specific questions • Customizable forms for board details, appointment details, and internal tracking details • Pre -designed document PDFs for applications, board details and rosters, and vacancy reports • Downloadable spreadsheets for easy reporting Optional custom templates for document or report generation may also be purchased for an additional fee. Government Transparency Government Transparency are the live in -meeting functions. Streaming of Suite an event, pushing of documents, and indexing of events. Granicus Encoding Appliance Granicus Encoding Appliance Software (GT) This includes the LiveManager Software (GT) Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Order #: Q-132136 Prepared: 07/29/2021 Page 3 of 4 G GRAN ICUS TERMS & CONDITIONS Order Form Lodi, CA • The terms and conditions set forth in the Agreement effective 06-18-2015 are incorporated herein by reference and attached as "Exhibit A". • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Lodi, CA to provide applicable exemption certificate(s). • Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-132136 dated 07-29-2021 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. Order #: Q-132136 Prepared: 07/29/2021 Page 4 of 4 EXHIBIT A GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement'), dated as of June 18, 2015 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and City of Lodi, a Municipal Corporation (the "Client"). Additional definitions of capitalized terms used herein are set forth in Section 12 hereof. A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) continue with Client's existing solution as described in the Current Solution document, which is attached as Exhibit B, and incorporated herein by reference, (iii) engage Granicus to integrate its Granicus Software onto the Client Website, (iv) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (v) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibits A and B. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations, and warranties herein contained, the parties hereto agree as follows: 1, GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibits A and B. Managed Services shall mean the services provided by Granicus to Client as detailed inMx11'L jts A and S. Managed Services Fee shall mean the monthly cost of the Managed Services, as detailed in Exhibits A and B. 2. GRANT OF LICENSE. 2.1 Ownershim Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non- exclusive license to access the Granicus Software listed in the 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, including Client's work with 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 Warraniy: Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with the functionality and features as described in the Proposal GRANICUS, INC. SERVICE AGREEMENT I Version 6 for as long as the Client pays for and receives Managed Services, Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Uinitations. 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. 3. PAYMENT UF 1'l;ES 3.1 Client agrees to pay all fees, costs and other amounts as outlined in the Proposal in Exhibit A. 3.2 Fifty percent (50%) of all up -front fees for all products are due upon Granicus' receipt of an executed agreement or purchase order, as appropriate. The remaining fifty percent (50%) of up -front fees for each product are due upon delivery of that product. Annual billing for Managed Services for associated products shall begin upon completion of delivery as defined under Section 3.3 below. Client will be invoiced a pro -rated amount from the completion of delivery through the end of the year. Thereafter, Client will be billed, in advance, each January 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges that products may be delivered and fully operational separate from the other purchased products, 3,3 For Granicus Hardware, delivery is complete once the Client receives Hardware components with the configured Granicus Software. For Granicus Software, delivery is complete once the Software is delivered and deemed by Granicus to be ready for Client's use, For Legistar, delivery is complete once the Hardware and Software are installed and deemed by Granicus to be ready for Client's use. Upon Granicus Hardware and/or Software delivery, Client will have fifteen (15) days 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. 3,4 Granicus, Inc, shall send all invoices to: Name: Jennifer Ferraiolo Title: City Clerk Address; City of Lodi P.O, Box 3006 Lodi, CA 95241-1910 3.5 Upon each yearly anniversary during the tenn of this Agreement (including both the initial term and all renewal terms), the Granicus Managed Service Fees shall automatically increase from the previous Managed Service Fees by five (5) percent per annum. GRANICUS, INC. SERVICE AGRREMEPrr 2 VersiOtl 6 3.6 Training Usage Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are encouraged to take advantage of all purchased training up -front in order to achieve the maximum amount of success with their services. All purchased training must be completed within ninety (90) days of the date of the project kickoff call. Any purchased training not used during this ninety (90) day period will expire. If Client feels that it is necessary to obtain more training after the initial ninety (90) day period, Client may purchase additional training at that time. 3.7 Traiitlnp_ Cancellation Micies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight (48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four (24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted pursuant to Section 5.2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each Party grants to the other a non-exclusive, non -transferable (other than as GRANICUS, INC. SBIRVIen AGR&BMENT 3 Version 6 provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that -any promotional materials containing the other Party's Trademarks shall be subject to the prior written approval of such other Party, which approval shall not be unreasonably withheld, 6. LIMITATION OF LIABUTY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided "as is" and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of profits or revenues, goodwill, data (including loss of use or of data, loss or inaccuracy or corruption of data), or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for the six (6) month period prior to the date the claim arose, regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. G)Nf IDCNTIAL INFORMATION & OWNERSHIP. 7.1 Confidentiality Obli&ations. 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 of the other Party. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.2 Exeemians. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving patty as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) if permitted by applicable law, notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. GRANICUS, INC. SERVICEAGREEMRNT 4 Varsion6 S. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for thirty-six (36) months after the date hereof. This Agreement shall automatically renew in perpetuity for terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Iti rid is Upon Te n hwIon, Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. (c) Client shall refer to -xlfibit E for the four (4) termination/expiration options available regarding Content, 8.3 QbligLtlons JIVon Terrhldallon. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement, and applicable provisions of the exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the termination or expiration options regarding Content as set forth on Fxhiblt 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. PA MNT._S PYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granidw` Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may terminate this Agreement and refund any prepaid fees to Client for which it has not received the services. GRANICUS, INC, SERvICE AGRLLiMENr 5 Version 6 to. 1NTE LOCAL AGRI'sEMFNT 10.1 This Agreement may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use, including the products and services and fees applicable thereto, Any such usage by other entities must be in accordance with the City Code, Charter and/or procurement rules and regulations of the respective governmental entity. 11. MISCELI,ANEOUS. 11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 11.2 Govenfing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. 11,3 Construction and 5ever'ablift . 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. 11.4 Indegandent Conti -actors. The parties are independent contractors, and no other relationship is intended by this Agreement. 11.5 Force Maieure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, or electrical, internet or telecommunications outage. 11.6 Closed Capligning,Services. Client and Granicus may agree that a third party will provide closed captioning or transcription services under this Agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third patty. 12. DEFINITIONS., In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: 12.1 "Confidential Information" shall mean all proprietary or confidential information disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection), that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material); provided, however, that Confidential Information shall not include the Content that is to be published on the Client Website, GRAN[CUS, INC. S RRvrcE AORr3HMEN r 6 Version 6 12.2 "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. 12.3 "Client Website" shall mean the Client's existing websites. 12,4 "Granicus Application Programmatic Interface" shall mean the Granicus interface which is used to add, update, extract, or delete information in MediaManager. 12.5 "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 F.,xhibit A. 12.6 "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: MediaManager'rm (includes Uploader, Software Development Kit, and Podcasting Services), MirfutesMakerTm (includes I,iveManager), MobileFncoderTM, VotingSystemtm (includes Public Vote Display). 12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Ekhibif A. 12.8 "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 E lx �ibil A. 12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as specified in f:xhibit 12.10 "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). Two or more Meeting Bodies may be comprised of some or all of the same members or officials but may still be considered separate and unique Meeting Bodies at Granicus' sole discretion. For example, committees, subcommittees, city councils, planning commissions, parks and recreation departments, boards of supervisors, school boards/districts, and redevelopment agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole discretion, 12.11 "Proposal" shall mean the document where the Granicus Solution that is the object of this Agreement is described along with pricing and training information. 12.12 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party, 12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus and Client that are listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Granicus or Client may specify in writing to the other party from time to time. GRAN[CUS, INC. Smvtc6 Aomem N'r 7 Version 6 This Agreement consists of this Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Current Solution Exhibit C: Support Information Exhibit D: Hardware Exhibit Exhibit E: Trademark Information Exhibit F: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. RYE Jason Fletcher Its: Chief Executive Officer Address: 707 17" Street, Suite 4000 Denver, CO 80202 CITY OF LODI, A MUNICIPAL CORPORATION By: Name: Its: Address: Date: Approved as to form ty Attorney ORANICUS, INC. SCRVICE AGREEMENT Version 6 Q GRAN ICUS G . 7011; i;rmnWur,, Inr. vvkgvV.gI o IIIcUS.co III 70717th Street. Suit' 4000, DeiivHi, CO 80202 Pricing Breakdown for your Solution Roards and Commissions 1 Package $500.00 Total Software Monthly Cost; $500.00 $500.00 Total Upfront Cost; $0.00 Total Monthly Cost: $500.00 O GRANICUS 707 17th Streez, Stoire 4000, Denvor, CO 80202 G GranicusO Open Platform The Granicus© Open Platform Is the cloud -based foundation for all Granicus applications, It allows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools anO includes free access to our APIs and SDKs, helpingyou seamlessly connect your Granicus solution to systems In place- The Granicus Platform Includes the ability to upload and publish content including videos anal documents,j�khgl.�i3Lrly llvt gr�flISS1�S9i1]LS41U�19�5LSfdtlliSdS-oTen• Natfore mm Lsr�x] for more information on the Granicus Open Platform. • Unlimited content storage anal distribution Open architecture and SDK • Archived video editing and indexing • Citizen web portal • Live and on -demand streaming to mobile devices • Create a paperless agenda environment with (Legislate& for the Wad Boards & Commissions The Boards and Commissions app is alesigned to help government agencies easily manage government body appointments, vacancies, and citizen applications online, Now, the public can easily see what boards anel commissions exist and take the opportunity to apply for open seats quickly from the web, Traditionally, applying for boards and commissions Is a paper -heavy and labor intensive process involving a lot of emails, phone calls, public notices, multiple systems and ongoing coordination throughout the year for governing bodies. This application simplifies the entire administrative process with online appointment workflows. There are even automated email form letters, and website widget bullders to save time in the recruitment process. Some of the key features it Includes,, Easily publish and promote open vacancies on their website and across social networks Customize and design your citizen application template and leverage a seamless integration to any government website .•.. • Filter and qualify applicants using slrnple and effective search tools Auto -generate communications and follow up for all steps of the 012, "' ~ application & appointment process � ►'J o Intelligent dashboard for monitoring terms and vacancies with built in alert system • Integrates seamlessly with Granicus' Legislative Management toolset GRAN ICUS BOARDS AND COMMISSIONS Customer Implementation Plan A Granlcus Boarals & Commissions Implementation consists of three phases. The tasks in the first phase rely heavily on the collection and delivery of various data from the customer. In the second phase, the ownership of tasks shifts to Granicus, as this is the stage where the data provided by the custorner Is used to Install and configure the actual Boards & Commissions application. The third and final phase consists of a joint. collaboration between the customer and Granicus to validate the various Boards & Commissions configurations, and to introduce the available lrafning and customer care resources. Dote Week 0 Client gathers and sends Initial Board Custom Details to track Client TBD flies Users (Name, Emalls) Internal Tracking details for applicants Member Roster in Excel Current Applicants in Excel Week 1 Deploy Boards and Installation of Boards and Gronirus TBD Commissions applicallon Commissions App on client's project Granlcus Platform. Manager Week 1 Application setup Create Appilcallon Granicus TBD Add Custom Board Details Designer Add Custom Internal Tracking Set up Initial 'widgets' Week 1 Ernall main client contact with Client main contacts have Granlcus TBD Initial setup complete access to the applicntlon Project Manager Week 1 Import data If client provided boards, board Granicus Doti TOD rosters and citizen applicants, Manager Import data Into system Week 1 Boards and Commissions Users Email users with training Granlcus TBD Tralnlny & Introduction program and links to the ProJact application Manager Week 2 Volldallon Call Group call wllh main BSC users, Granlcus TOD webmaster and IT for application Project levlew&checkoff Manager @ GRANICUS ,- - 2.011) Inc.- 707 17th Street. Surto 4000', Dpriver CO 80202 Granicus Differentiators World's most experienced provider of government transparency, citizen participation, meeting efficiency, and legislative management solutions with: Over 1,000 clients in all 50 states, at every level of government • Over 31 million government webcasts viewed • More than 265,350 government meetings online • First fully integrated legislative workflow management system for local government • Open AN architecture and SDK allow for seamless integrations with systems already in place Certified integrations provide flexibility and choice of agenda workflow solutions • Exclusive provider of the (Legislate IPad application that allows users to review agendas and supporting materials, bookmark and take notes on items, stream archived videos, and review community feedback • Only government webcasting service to provide encoding, minutes annotation, transcription, and closed captioning services • Truly unlimited storage and distribution for all meeting bodies and non -meeting content • Indefinite retention schedules for all archived meeting and non -meeting content • Only provider of both government webcasting and citizen engagement services • 24/7/365 customer service and support 97% customer satisfaction rating, 98.S% client retention rating • One of the 100 companies that matter most in online video by Streaming Media magazine Ranked 185 on Deloitte 500 fastest growing companies Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here: http://www,granicus,com/customers/case-studles/ Proposal Terms and Conditions Sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county and/or municipality Clients who have completed a contest entry form and enter into an agreement with Granicus (with a minimum three (3) year term) to purchase Granicus' Boards and Commisslons Application before June 30, 2015, qualify for a one-time promotion. As part of this promotion, two (2) Grand Prize winners will receive Monthly Managed Service Fees ("MMS") at no cost to the Client for a full year (12 months), with runners-up receive a 10 -percent discount off MMS pricing for a full year (12 months). Discounted billing for Monthly Managed Services will start after deployment has been completed**. The MMS pricing will revert to one hundred percent (100%) of the regular price after the initial 12 -month period. Up -front costs are not affected by this promotion. Monthly Managed service fees on Client's current services are not affected by this promotion. This promotion cannot be used in conjunction with any other discount or promotion for Boards and Commissions, **In an effort to ensure our customers leverage this promotion in the most advantageous way, it's imperative that project pre-requlsites are completed prior to the start of the project. Your sales representative and your sales engineer will work with you in gathering the necessary Items such as: technical requirements and preparation, primary users and leads contacts, workflow definitions, document template assessments. other pre -requisite items may be required depending on the solution. Your Granicus representative(s) will determine these requirements. Granicus has seen historically that the contracting phase of the agreement tends to take the most time. Please note that your project cannot begin deployment until both parties has signed and agreed on the contract, For Boards and Commissions, deployment Is complete once the software has been provisioned and configured by Granicus based on technical scope and workflow definitions determined throughout the implementation process. The software Is considered deployed once all software is installed which occurs prior to customer training. EXHIBIT B CURRENT SOLUTION The current Granicus solutions used by the City of Lodi include: Open Platform Government Transparency Meeting Efficiency City of Lodi pays the following monthly managed service fee; $1,685.89/month [The remainder of this page is left blank intentionally.] EXHIBIT C SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support -only telephone numbers, and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 707 17", Street, Suite 4000, Denver, CO 80202. (b) Telephone Numbers. Office staff may be reached from 5:00 AM to 5:00 PM Pacific time at (415) 357-3618 or toll-fiee 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 lite ://www. )'aiticus. olii. E-mail may be sent to the support staff at customcrcare rr Qranicus.com. 2. S t M ort 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 dncutnentation. 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 GRAN[COS, INC. SERVICE AGREEMENT Version 6 of any issues or problems. If Client notifies Granicus within such fifteen (15) day period of issues or problems, CTranicus-will-protnptly-work•to-fix-those-issuer-problems: 4.3 Title to Modifications. All such Modifications shall be the sole property of the Granicus. 5. Limitation of Liability,, Exclusive Rented . IN THE EVENT OF ANY INTERRUPTfON, 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. GRANICUS, INC. SERVICE ACREsmrNT Version 6 EXHIBIT D HARDWARE EXHIBIT 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. 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. Accentmcc. 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 OV 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. GRANICUS, INC. SERvICa AORUMAN r Version 6 7. Reinote Accessibility. Granicus leverages remote access tools such as Logmein for installation and ongoing-maintenance-of--Granicus-software. Thesetools-are.designed.to_provide Granicus-technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use internal methods of access, such as VPN, Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. B. Purchased Mi dware,Warranty. For Hardware purchased fi•om Granicus by Client, Granicus will provide to Client a three (3) year warranty withrespectto 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 nrnmal wear and tear, defective workmanship, or defective materials. 9. Use of Non-Anpoved.HardwaM 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 Prol]ibited. 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. GRAN]CUS, INC. SERVICE AOREEMCNT Version 6 EXHIBIT E TRADEMARK INFORMATION Granicns Registered Trademarks 0 Include: ® GRAN ICUS Granicus logo as a mark 01-anicus' Legistarl MediaVault' MinutesMaker' Mobile EncoderO Outcast Encoder' StreamReplicatorw Granicus Trademark Names TM Include: Civicldeas'" iLegislate'" InSite" Integrated Public Record' Intelligent Routing' LinkedMinutese' LiveManager' Med iaCenter' MediaManager" MediaVaultf' MeetingMember' MeetingServer ' Simulcast Encoder'' V otecast" VoteCast— 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 GRANICus, INC. SERWE AGRRF.MENr 15 Version 6 EXHIBIT F 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 (l) of the following methods to obtain a copy of its Content: • 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 ACRURMENT Version 6 RESOLUTION NO. 2021-236 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE SERVICE AGREEMENT WITH GRANICUS, INC., OF DENVER, COLORADO, FOR EXTENSION OF SUPPORT FOR GRANICUS SOLUTION AND BOARDS AND COMMISSIONS SOFTWARE; AND FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE EXTENSIONS WHEREAS, the City entered into a Service Agreement on June 6, 2015, with Granicus, Inc., and approved Amendment No. 1 to the Agreement on October 8, 2019 to add an upgraded Granicus encoding device and upgrade streaming service to SDI 720p streaming; and WHEREAS, staff recommends authorizing the City Manager to execute Amendment No. 2 to the Service Agreement with Granicus, Inc., extending service for Granicus Solution and Board and Commission software for one year; and WHEREAS, staff recommends that the City Manger be authorized to extend the agreement annually, subject to an annual increase of no more than 5 percent, not to exceed the annual sum of $50,000. NOW, THEREFORE BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 2 to extend for one year the Service Agreement with Granicus, Inc., of Denver, Colorado, for service to Granicus Solutions and Board and Commission software for the annual cost of $33,430; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute annual extensions of the Service Agreement with Granicus, Inc., with an annual increase not to exceed 5 percent of the previous annual fee, subject to an annual cost not to exceed the sum of $50,000; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: August 18, 2021 I hereby certify that Resolution No. 2021-236 was passed and adopted by the City Council of the City of Lodi in a regular meeting held August 18, 2021, by the following vote: AYES: COUNCIL MEMBERS — Chandler, Hothi, Khan, and Mayor Nakanishi NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — Kuehne ABSTAIN: COUNCIL MEMBERS — None .4 JENNIF CUSMIR City Clerk 2021-236