HomeMy WebLinkAboutAgenda Report - November 2, 2022 C-08CITY OF
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AGENDA ITEM
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COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Amendment No. 3 to Service
Agreement with Granicus, LLC, a Minnesota Company, to Add Granicus Solution Legistar
for Agenda Management Services ($31, 746)
MEETING DATE: November 2, 2022
PREPARED BY: City Clerk
RECOMMENDED ACTION Adopt resolution authorizing City Manager to execute Amendment No. 3 to
Service Agreement with Granicus, LLC, a Minnesota Company, to add
Granicus Solution Legistar for agenda management services, in the
amount of $31, 746.
BACKGROUND INFORMATION: Since 2008, Granicus, LLC, formerly known as Granicus, Inc., has provided
the software and managed services utilized by the City Clerk's Office for
video streaming of City Council Meeting, the compilation of minutes, and
the management of Lodi boards, commissions, and committees through
the Boards and Commissions module.
On June 6, 2015, the City entered into a three-year service agreement with Granicus, Inc., providing services to
publish agendas and minutes for Council meeting and boards and commissions. Re4solution No. 2015-140
allowed the City Manager to renew the agreement annually subject to an annual cost not to exceed the sum of
$30,000. The current renewal to the contract is in effect until June 30, 2023.
The City Clerk's Office now desires to add additional services to the contract with Granicus, LL4C, to include
agenda management solution, Legistar. Legistar is a software package that will facilitate every step of the agenda
compilation process. The program includes the following functionalities:
1. Automation Workflow — automates agenda item submission from beginning to end for both citywide staff
review, as well as department- level agenda item creation and review.
2. Viewer and Annotations — allows City Councilmembers to use their web enabled device to view, annotate,
and save notes on agenda materials for easy access and retrieval.
3. Integration — integrates with programs already utilized by City Clerk's Office staff, such as Media Manager,
to create an efficient and effortless process for posting agendas, minutes and Council videos for a higher
level of transparency.
Staff recommends that the City Manager be authorized to execute Amendment No. 3 to the agreement with
Granicus, LLC, for Legistar configuration, installation, and the first year's annual subscription fee for a total of
$31,746.
22h,...O
Stephen Schwabauer, City Manager
Granicus 10/24/2022
Adopt Resolution Authorizing City Manager to Execute Amendment No. 3 to Service Agreement with Granicus,
LLC, a Minnesota Company, to Add Granicus Solution Legistar for Agenda Management Services ($31, 746)
November 2, 2022
Page Two
FISCAL IMPACT: Funds, for this contract, are budgeted in the Information Technology
Division. Future annual subscription fees will be budgeted by the
City Clerk's Office during the annual budget process.
FUNDING AVAILABLE: Information Technology Fund 10020400.72450 - $31,746
Andrew Keys
Andrew Keys
Deputy City Manager/Internal Services Director
Olivia Nashed
Olivia Nashed
City Clerk
Signature: OZlkl�z Alaf�2W Signature:
Olivia Nashed (O,[ 24, 2022 11:01 PDT)
Email: onashed@lodi.gov Email: akeys@lodi.gov
AMENDMENT NO. 3
Granicus, LLC
Professional Services Agreement
THIS AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT, is made and
entered this day of _,,2022, by and between the CITY OF LODI, a municipal
corporation, hereinafter called "CITY", and Granicus, LLC, a Minnesota Limited Liability
Company, qualified to do business in California, hereinafter called "CONTRACTOR".
WITNESSETH:
1. WHEREAS, CONTRACTOR and CITY, entered into a Professional Services Agreement
on June 18, 2015, Amendment No. 1 on October 8, 2019, and Amendment No. 2 on
October 12, 2021 (collectively the "Agreement") attached hereto and incorporated herein
as Exhibits 1, 2, and 3, respectively; and
2. WHEREAS, CITY requests to amend the Agreement to include, within the scope of
services, the installation and subscription of electronic agenda management software;
and
3. WHEREAS, CITY agrees to enter into this Amendment No. 3 for the installation and
subscription of an electronic agenda management software system known as Legistar,
in the amount of $31,746, as more particularly described in Exhibit 4, attached hereto
and incorporated herein; and
4. WHEREAS, CONTRACTOR agrees to said amendments.
NOW, THEREFORE, the parties agree to amend the Agreement as set forth above; all
other terms and conditions of the Agreement remain unchanged.
IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment
No. 3 on the date and year first above written.
CITY OF LODI, a municipal corporation GRANICUS, LLC, a Minnesota Limited Liability
Company
STEPHEN SCHWABAUER
City Manager
Attest:
OLIVIA NASHED, City Clerk
Approved as to Form:
JANICE D. MAGDICH, City Attorney
BRENDAN STIERMAN
Manager of Contracts
EXHIBIT 1
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.
G R A NICIJS 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 in Exhibits A and B. 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 Ownershi 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 Ra nedio. 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 Unlital ions. 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.
PAYME3+ T GF FEU
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 tern 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. SERV[c8 AGREEMENT 2 Version 6
3A Training t3sat!e PolicLcs. 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 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Qnssite 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'i'raininu. 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, ORA 1:N_ CU
4.1 ResE nl nsl,hihtv_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 AoREEMENT 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.
I,IMI'I'A'I'fON OP L1A1i11.,I7'Y
6.1 WalTUM-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 I.imitatioii 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).
CONFIDENTIAL iNFORMATIOX& OWNERSHIP.
7.1 Confidentiality Obligations. Each party agrees to keep confidential and not disclose
to any third party, and to use only for purposes of performing or as otherwise permitted under this
Agreement, any Confidential Information 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 &1)t U 011 Teruiinatioii. 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 C for the four (4) termination/expiration options
available regarding Content.
8.3 Obligatii ns UIpgtUlerminnlion. 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.
PCOPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 OrRilicus' OptiOTM 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.
GRAN[Cus, INC. SERVICE AGRERMENT 5 Version 6
10. I NTERLO CA 4 A G R EEM>;NT
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. MISCLLLAjiROUS.
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 overnin 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 Severability. Wherever possible, each provision of this Agreement
shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held
illegal or unenforceable, that provision will be reformed only to the extent necessary to make the
provision legal and enforceable; all remaining provisions continue in full force and effect.
11.4 Independent_Contractor s. The parties are independent contractors, and no other
relationship is intended by this Agreement.
11.5 ILorce Maier+re. 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_ Cgptianing 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 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,
GRANICUS, INC. Sl-:RVICHAGRCCMBNT 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
spcciticd in the zttached Proposal that may include but is not limited to: MediaManagerTM (includes
Uploador, Soffmire Development Kit, and Podeasting Services), MimticsMakerrM (includes
LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed in l?xhih's .
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 J 7Nhibit 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. SERVICE 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, i
By: "'—
Approved w to Fo`
I . city ttorney
7�
GRANICUS, INC. SERvicu AGREEMENT
Jason
Its: Chief Executive Officer
Address:
707 176' Street, Suite 4000
Denver, CO 80202
CITY OF LODI, A MUNICIPAL
CORPO TION
By:
Name:. Skk O W rz 'SCh 10,UA W C
Its:
Address:
Date: 9.1-31.15
ATTEST: Version 6
i
tNI ER VERRAIOLO
lerk
(j) GRAN ICUS
;yl
Lodi Boards and Commissions 2/
18/Z015
PRESENTED BY: Ahrnad Abderrahim, Granicus
PRESENTED TO`. Lodi
DELIVERED ON: June 16, 2015
@ GRANICUS
707 17th StlNPl, SLIlle 4000.[1wlwil CO 80201
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
(j) GRANICUS
Granicus® 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. SllckhuChUp,LLwmALgrAnIcus,co 1SolUtL0.0SLG=kus9vun-
l?jdforrn, VA 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 -demand streaming to mobile devices
• Create a paperless agenda environment with (Legislate@ for the IPad
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, publlc 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 builders to save time in the recruitment process.
Some of the keyfeatures 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 webslte�.-
• 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 seam lessly with Granlcus' Legislative Managementtoolset
-� IrIIN�hd�.J '
@GRANICUS BOARDS AND COMMISSIONS
Customer Implementation Plan
A Granicus Boards & Commissions Implementation consists of three phases. The tasks in tho first
phase rely heavily on the collection and delivery of various data from the customer. In the second
phase, the ownership of tusks 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 applicatlon. The
third and final phase consists of a joint collaboration between the customer and Granicus to
validate the various Boards & Cornmisslons conflguratlons, and to Introduce the available training
and customer care rOSOUrces.
Ovvnei
Date
Week 0
Client gathers and sends Initial
Board Cuslom Details to track
Client
TBD
files
Users (Name, Emnlls)
Internal Tracking details for
applicants
Member Roster in Excel
Current Applicants In Excel
Week 1
Deploy Boards and
Installation of Boards and
Granlcus
TBD
Commissions application
Commissions App on client's
Project
Granicus Piniform,
Manager
Week 1
Appllcatlon sotup
Create Application
Grenleus
TBD
Add Custom Board Details
Designer
Add Custom Intemal Tracking
Set up Initial 'widgets'
Week 1
Emall maln client contact with
Client main contacts have
Granicus
TBD
Initinl setup complete
access to the application
Project
Manager
Week 1
Import data
If client provided hoards, board
Granlcus Data
TBD
rosters and eRlzen applicants,
Manager
Import data Into system
Email users with training
Granicus
TBD
Week 1
Boards and Commissions Users
Training & Introduction
program and links to the
Projact
application
Manager
Week 2
Validation Call
Group call wRh main S&C users,
Granlcus
TBD
webmaster and IT for application
Project
review & checkoff
Manager
@ GRANICUS
-707 17111 SUNNI. 11000, clel ver. CO 20202
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 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 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 companles
• Ranked 419 on Inc Soo 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 GranlClls' Boards and Commissions 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 -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-requlslte 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.]
EXHYBIT-C
SUPPORT INFORMATION
1. CantagInfprmatipli. 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'x' Street, Suite 4000, Denver, CO 80202.
(b) 'fele bone Number . 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 L-illgil Contact Information. The website for Granicus is
jtttl%I/www.eoilicus,com. E-mail may be sent to the support staff at
cost o In c rcareC� gran i Gp 3. crn n .
2. Support 111glicy. 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. Sclledjlpd,M tca 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. Srftwarc_Lmhopcginots pr Modif icatin_ »s. 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 f7ocumentwion. 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
GRANICUS, INC. SP.RVICE AGREEMEW Version 6
of any issues or problems.-If-Clieift-notifies Granicus within such—fifteen (1-5) day-peri-od-of-issues-or
problems, Granicus-will-promptly-work-to-fixthese4ssues-"rob4ems:
4.3 Title to MgdLrj0 Q s. All such Modifications shall be the sole property of the Granicus.
5. Limitation of Unbil its,' Ewalusiyg Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
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 44ardwaW')
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. De iv . 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 ifthe Hardware does not conform to the applicable
written specifications.
4. 5,ervigg Response Thne. 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 ofthe 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. LIMITATICJN OF [,IAI3IGITY. 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 AOREEMENT Version 6
7. Reniqle Accessibility Granicus-leverages-remote-access-tools-such-as-L-ogmein 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-MQn-A120rond Hardw ra. 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. Hint iPpees to 1-lardware.• I'rolti_bited. 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 AaPEEMENT Version 6
ExHIBIT T�
TRADEMARK INFORMATION
C ranicas Itestistered'I'rademark l Include:
@ GRANICU5
Granicus logo as a mark
Granicus®
Legistar®
MediaV ault®
MinutesMaker®
Mobile Encoder®
Outcast Encoder®
StreamReplicator'
Granicus'I'radcna Names " h1clude:
CividdeasT"
iLegislate'
InSiteT"
Integrated Public Record'"
Intelligent Routingm
LinkedMinutesT"
LiveManager"
MediaCenter
MediaManager"
MediaVaulf"
MeetingMember
MeetingServer"
Simulcast Encoder"
VoteCasf"
VoteCasf" 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/.
Cliernt Trademarks
GRANICUS, INC. SERVICE AGREEMENT 15 Version 6
EXHIBIT F
TERNIINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination or expiration of the Agreainent, 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 or 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 In. 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. Oranicus 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
EXHIBIT 2
First Amerdment to the Granicus Service Agreement between Granicus, Inc. and
Lot I, CA
This First Amendnent to the Granicus, Inc, Service Agreement Is effective 9/1/2019 and entered Into by and between
Granicus, Inc., a C311fornla Corporation (hereinafter referred to 3s "Granlcus"), and Lodi, CA (hereinafter referred to as
"Client"), with reference to the following;
WHEREAS, the Client and Granlcus entered Into an Agreem+nt effe0ve 6/18/2015 (the "Agreement"); and
WHEREAS, in addition to Client's existing solution, Client wiehes to aJd certain products and services as detailed In
Q-77528, which Is attached as Exhibit A and Incorporated h�reln by -eference;
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 detallee In Exhibit A, Exhibit A Is exclusive of applicable
state, local and federal taxes, which, If any, will be Ir cluced I i the Invoice. It Is the responsibility of the Client to
provide applicable exemption certlflcate(s),
2. Except as emended by this First Amendment, all other terms and conditions of the Agreement shall remain in full
force and effect.
3. In the evert of any Inconsistency between the provl:lon_ of tils First Amendment and the documents comprising
the Agreenent, the provisions of this First Amendm!nt shall prevail,
IN WITNESS WHEFEOF, the parties have caused this First Amendme it to be executed by their duly authorized
representatives.
By signing this dczument, the undersigned certifies they have authc.rlty to enter the agreement. The undersigned also
understands the services and terms.
Lodi, CA Granicu
�.
Signature; �.,�._ 51gx►att re:
Name;'Oe ��-...� , r ,1 v �� .•� � Nairne: j8--,510.0- ya4A
Title: �,, •r- j<r.. Tit e: v{LL►7Q[ 1� 0�- 8�1KPS5 a+11q- cbmt►a(s
1��� ji a-
bate: `iti bate: 16 `�- Z01
Exhibit A
Granicus Proposal for Lodi, CA
Granicus Contact
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 _he beginning of the period of performance.)
Currency: USD
Solution Billing 'Quantity/Unit Annual Fee
Frequency
Granicus Encoding Appliance Software (GT) Monthly 0 Each
$ 1,323.00
Upon the signing of this Agreement, annual fees for the to -mi gating sabscriptionW shall cease, Any pre -paid fees for the
terminating subscription(s) after the signing of this Agreer.Den- will be prorated from the signing of this Agreement to the end
of the Customer's then -current billing term, credited, and ;uc.; credit appiied to the annual fees for new subscriptions.
Customer will continue to have access to and use the tern inating solition until the new soLtion is deployed.
Upon the deployment of Customer's new solution as deteiw lied at Cfanicus'sole discretio7, Granlcus shall remove access to
the Customer's terminating solution.
One -Time
Solution Bllling Quantlty/Unit One•Tlme Fee
Frequency
Granlcus Encoding Appliance Hardware - SDI (AMAX) (GT) Upon Delivery 1 Each $3,500.00
Granlcus Encoding Appliance Hardware - Setup & Conflg Upon Delivery 1 Each $875.00
US Shipping Charge C - Large Item
Granlcus Encoding Appliance Hardware - Setup & Config
Upon Delivery 1 Each $125.00
Upon Delivery 1 Each $0.00
SUBTOTAL: $4,500.00
Fees for New Subscriptions
Solution Billing
Frequency Quantity/Unit Annual Fee
Granlcus 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 tG align to Client's then -current billing term. Exceptions Include
Recurring Captioning Services, SMS, and Targeted Messages.
Product Descriptions
Name Description
Granicus Encoding AMAX Encoder with Osprey SDI Card. Used to pass commands and data from Live Manager 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 wehcasts 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
U5 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
EXHIBIT 3
AMENDMENT NO, 2
GRANICUS, INC,
Services Agreement
T IS AMENDMENT NO. 2 TO AGREEMENT, is made and entered this
day of2021, by and between the CITY OF LODI, a municipal corporation
(hereinafter "CITY"), and GRANICUS INC., (hereinafter "CONTRACTOR").
WITNESSETH:
1. 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
04 � � 2�� —
CrSTEPHEN SCFRNABAUER
City Manager
Attest:
J FER SMI
ty Clerk
Approved as to Form
MICE MA DICH
ity_Attetn y
GRANICUS, INC.
Z �Y�
NAME: Jessica Yang
Title: Manager, Renewals
GRANICUS, INC. SERVICE AGREEMENT
'PHIS 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
S. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution asset forth in the Proposal, which is attached as bxhibil 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 Fahi�its 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:
GR C OF TW ARE AND M ANAE SRRVICES.
1.1 _Wmi c and 5ery m 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 Exxhkils A unci 13. Managed Services Fee shall mean
the monthly cost of the Managed Services, as detailed in Exhibits A and B•
2. GRANT 4F LICENSE,
2.1 nwn"rgiln 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_ %irrmntr; l <xcjuslvc Humcdics. 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 AOREEMEw 1 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 L.imilalions. 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,
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 AGRUMPNT 2 Version 6
3.6 T_v_+dnine Llama 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 Training cancclla[ion foliijcs. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Unsiic Trninine, 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) Qn}Inc Trairtin�r. 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. CONT LNf P130VIDF;0_TOGRANICUS
4.1 1 k spoasibili13, for Cnntenl. 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 Runtric[ions. 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 pomographic
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 OWNLRS141P. 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, 1Nr. SERVICE AGRLrmFNT 3 Version 6
provided in Section 5 hereof), limited license to use the other Party's Trademarks as is reasonably
necessary to perforin 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.
1.IMITATION OF LIA[It UTY
6.1 Wa:rantyr 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 l.Imitatlog ql' LiOilitic% 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. CONT'IDENTIAL INFORMATION ION a OWNERS[m,
7.1 Cori fidcietiality Qbligatioris, 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 L 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 govemment 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'T'grnlinallon, 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 • for the four (4) termination/expiration options
available regarding Content.
8.3 Obligations i1,on Tcrmiution, 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 tennination 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 L' 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. PATEN'1'. CUNYRIGi IT AND (RADE 5FCRE.T INFRINGEMENT,
9.1 ❑ranietis' ()msans. 1f 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.
GRANICI S, INC. SERVICE AGREEMENT 5 Version 6
10. INTrRt.00AL AGREE
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.
H. M15CI,LI.ANEQUS,
11.1 Amendment anti Waivor. 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.
113 Coagirur 'on am ScycrabiIily. 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 The parties are independent contractors, and no other
relationship is intended by this Agreement,
11.5 Force Ma6eure 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 Qq5ed Ci plion i na Serviecs. 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.
GRANICUS, INC. SFRVrcE AGREEMENr 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; MediaManagerT111(includes
Uploader, Software Development Kit, and Podcasting Services), MinutosMakefrm (includes
LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed in Exhilt 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 tibit 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 Q 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. StRvicrSACREEMENT 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 17' Street, Suite 4000
Denver, CO 80202
CITY OF LODI,
CORPORATION
By.
Name:
Its:
Address:
A MUNICIPAL
Date:
Approved as to form
Ciiy Attorney , .��
,1
GRANICUS, INC. SERVICF. AGREEMENT B Version 6
GRANICUS
Lodi Boards and Co'rmAtions2/.
18/2 015,
,PRESENTED BY: Ahmad Ai)-clerrt7}iIm,'Gr iriic Lis
'PRESENTED TO: Lotti •�: � - = z >
. A • ..f I-
�'DELIVERED ON: juice 16,'2015
ti°I�' 1•!� ;1 eft =� ,;�`'f Iles'
'' iii �' �y,r' � '• Ar"�.��}''�c�3F'[�,�,�':....T 1..:,. �;r.,.�rl_.:: ..,
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® 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 amo int government public meeting data, It is the core of our content
management, administration and distribution tools abd 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 and documents. C_II[L here flt[t� �(ytwyt �I�IfILPiLSstf1]!`��11111Qn51Gran}[uS.Onen-
PIaS[L=&aPx) for more information on the Granicus ]pen Platform,
Unlimited content storage and distribution
Open architecture and SDK
Archived video editing and indexing
Citizen web portal
Live and on -demand streaming to mobile devi•:es
Create a paperless agenda environment with i _egislaleO 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 for governing
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
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 terns and vacancies with built
in alert system
• Integrates seamlessly with Granicus' Legislative Management toolset
GRANICUS BOARDS AND COMMISSIONS
Customer Implementation Plan
A Granicus Boards & Commissions Implementation consists of three phases. The tasks in the first
phase rely heavlIyon the collectlon and deIIvety of various data from the customer. In the second
phase, the ownership oft asks shifts to Granicus, as this is the stage where the deco provided by
the customer is used to install and corinqure the actual Boards & Commisslons application. The
third and final phase consists of a joint collaboration between the customer and Granicus to
valldate the vsrlous Boards & Commissions configurations, and to Introduce the avallable training
and customer care resources,
Week 0
Client gathers and sends Inlllal
Board Custom Details to track
Client
I
TBD
ales
Users (Nome, Emalls)
Internal Tracking details for
applicants
Member Roster In Excel
Current Applicants In Excel
Week 1
Deploy Boards and
Installatloll of Boards and
Granlcus
TBD
Commisslons applIcnlion
Commissions App on client's
Project
Appllcallon setup
Granicus Platform,
Create Application
Manager
Granicus
TBD
Week 1
Ado Custom Owd 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 appllcellon
Project
Manager
Week 1
Import data
If client provided boards, board
Grnnlcus Data
TBD
rosters and citizen applicants,
Mannger
Import data Into system
Week 1
Boards and Commisslons 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,
Granlcus
TBD
webmastar and IT for application
Project
review & checkoff
Manager
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 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, 98.5% 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: littp;//www.granlcus.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, 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 promotlon 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) wlll 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 i3
CURRENT SOLUTION
The current Granicus solutions used by the City of Lodi include:
Open Platfonn
Government Transparency
Meeting Efficiency
City of Lodi pays the following monthly managed service fee:
51,685.89/month
[The remainder of this page is left blank intentionally.]
EXHIBIT C
SUPPORT INFORMATION
1. Contact lntarntation, 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) MaMM Address. Mail may be sent to the support staff at Granicus
headquarters, located at 707 17'h Street, Suite 4000, Denver, CO 80202.
(b) Tcleplrone 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) The website for Granicus is
hit p:Ywww.gratrrcus.com E-mail maybe sent to the support staff at
l;tls(sn7rercaFe�iP,r;1nLGS15,cUm.
2. 5tip2nrl 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. Schedulud Nlaintcnaoce. 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. Jn the case that emergency maintenance is required, the Client will be provided as much
advance notice, if any, as possible under the circumstances,
4. 4n11tvar c E nlulrrcertti=its ar Mnciif icatians. 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 17ocun]eniatiprt. 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 Acceotanco. 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 AoREEMENT Version 6
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 1,1110 W htodirwatinns. All such Modifications shall be the sole property of the Granicus.
5. Li iita6on of 1_.irttliIity; F-Wusive Roniedl. 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 AOREEMENr versi0n 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, Delivurv. 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. Acs:culaucc. 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 Respause'rimc, 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. LIMITA'rION OF L1A13u.xrYw. 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.
GRANfCUS, INC. SERVICE AGREEMENT Version 6
7. RemoteAccessibility 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. Nurchm"I Hardwarc 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 No[j-AjjVroyc_d # [BLdware, 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. (:licnl C n S to •I [rd VUO 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,
GRAN[CUS, INC. SERVICE AGREEMENT Version 6
EXHIBIT E
TRADEMARK INFORMATION
G snicus 1i ciiistorcd Trn4emarks 0111c1udc:
Q GRANICUS
Granicus logo as a mark
Granicus®
Legistar®
MediaVault®
MinutesMaker®
Mobile Encoder®
Outcast Encoder"
StreamReplicator,*
Gnmieus Trademark Names'rni Incl -wk,
Civieldeas"
iLegislate'"
InSite'"
Integrated Public Record'
Intelligent Routing'"
LinkedMi nutes—
LiveManager'
MediaCenter'"
MediaManagerl
MediaVault"
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
Ivc.aV�r�
GRANICUS, INC. SERVICE AORmmew 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
Lodi, CA
This First Amendment to the Granlcus, Inc, Service Agreement Is effective 9/1/2019 and entered into by and between
Granlcus, Inc„ a California Corporation (hereinafter referred to as "Granlcus"), and Lodi, CA (hereinafter referred to as
"Client"), with reference to the following:
WHEREAS, the Client and Granlcus entered Into an Agreement effective 6/1812015 (the "Agreement"); and
WHEREAS, In addition to Client's existing solution, Client wlshes 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 Granicus
Signature: Qom^ ��L., _• Signature: --Y-t'
Name: t)r ,. _� .} .l �� o:� Name: cJP• �CQ. �GtM /+
Title: /lv.jY.c c. �_. Yltle: A)oM Re* p{ I)ISs � cbk/ uls
Date: �'' ; ,1,: � j nate; /D 9 - ZOO
Exhibit A
Granicus Proposal for Lodi, CA
Granicus Contact
Name: Andrew Murray
Phone: (202) 407-7435
Email: andrew.murray@granicus.com
Proposal Details
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 perlod of performance,)
Currency: USD
Terminating 5Ubscriptioll(S)
solution Billing Quantity/Unit Annual Fee
Frequency
Granicus Encoding Appllance Software (GT) Monthly 0 Each $1,323.00
Upon the signing of this Agreement, annual fees for the terminaing subscription(s) shall cease. Any pre -paid fees for the
terminating subscription(s) after the signing of this Agreement w'll be prorated from the sl€ning of this Agreement to the end
of the Customer's then -current billing term, credited, and such redlt applied to the annual fees for new subscriptions.
Customer will continue to have access to and use the terminating solution untll the new so vtlon is deployed,
Upon the deployment of Customer's newsolution as determinec at Granlcus'sole discretion, Granicus shall remove access to
the Customer's terminating solution.
•
Solution
Billing
Quantity/Unit
One-Time Fee
Frequency
Granlcus Encoding Appliance Hardware - SDI (AMAX) (GT)
Upon Delivery
1 Each
$3,500.00
Granicus Encoding Appliance Hardware-Setup & Condg
Upon Delivery
1 Each
$875,00
US Shipping Charge C - Large Item
Upon Delivery
1 Each
$125.00
Granicus Encoding Appliance Hardware - Setup & Con-Ig
Upon Delivery
1 Each
$0.00
SUBTOTAL:
$4,500.00
Solution
Billing
Quantlty/Unit
Annual Fee
Frequency
Granicus Encoding Appliance Software (GT)
Monthly
1 Each
$2,523.00
Upgrade to 501720p Streaming
Monthly
1 Each
$1,200.00
SUBTOTAL: $3,723.00
Please note, annual fees for new subscriptions will be pnrated to align io Client's then -current billing term. Exceptions include
Recut—Ing Captioning Services, SMS, and Targeted Messages,
Product Descriptions
Name Descrlptlon
Granicus Encoding AMAX Encoder with Osprey SDI Card. Use I tD pass commands and data from LlveManager that
Appliance Hardware - Include Start/Stop of webcast, Inde xing, and document display. Also serves to distribute video
SDI (AMAX) (GT) and captions to be distributed to tie CDN or Performance Accelerator.
Granicus Encoding Granicus Encoding Appliance 5of fare (G—)—his includes the LlveManager Software solution
Appliance software where webcasts are started/stopp?d, agendas amended and Indexed, votes and attendance
(GT) recorded, and minutes created.
Granicus Encoding Remote configuration and deployment of ar 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 5treaming (requlres DI;Ital encoder and HD feed)
Streaming
G GRAN ICUS
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States 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 Granlcus Contact listed below N you wish to Issue a PO
against this budgetary proposal.
ORDER DETAILS
Prepared By:
Olive Nofzinger
Phone:
Email:
olivio.nofzingerQgranicus.com
Order #:
Q-132136
Prepared On:
07/29/2021
Expires On:
05/31/2021
ORDER TERMS
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
ORANICUS
Order Form
Lodi, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
1111 -616U11I
Solution
BillingFro uency Quantify/Unit Annual Fee
Open Platform Suite Monthly
Boards and Commissions Monthly
Government Transparency Suite Monthly
Granicus Encoding Appliance Software Monthly
(GT)
Upgrade to SDI 720p Streaming ` Monthly
1 Each
$0.00
$7,293,04
$22,030.39
]Each
1 Each
1 Each
1 Each
$2,781.61
$1,323.00
SUBTOTAL:
$33,428.04
Order #: Q-132136
Prepared: 07/29/2021
Page 2 of 4
GRAll ICU 5
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 !Frame 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 Software (GT) This includes the LiveManager
Granicus Encoding Appliance
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
GRAN ICUS
TERMS L 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 certlflcate(s).
Granicus certifles 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 #: 0-132136
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 nate"), is entered into between Granicus, Inc. ("Granicus"), a Cali fbrnia 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 asExhibit 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 terns 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 wan-anties herein contained, the parties hereto agree as follows:
1. (;RANICLIS SOFTWAR13 AND MANAGED SF..RV_.ICES,
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 Exhibila A and B. Managed Services shall mean the services
provided by Granicus to Client as detailed in A%xlaibi[s A ate. Managed Services Fee shall mean
the monthly cost of the Managed Services, as detailed in Exhibits A acid 8.
GRANT OF LIC NSE.
2.1 owner Iii Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 [fig, 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-
sub)icensable, non-transferabie and non-exclusive right to use the Granicus Software. Alt 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 customerslconstituents. 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 Warr ailly; Exclusive RCntcdlea. Subject to Sections 63 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 AUREEMENT I Version 6
for as long as (lie CIicut pays for and receives Managed Services. Client's soIe 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
praprietaoy rights 1 n and to the Granicus Software, and CIient is not permitted, and %vitt not assist or
permit a third party, to: (a) utilize the Granicus Soflware in the capacity of a service burcau or on a
time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from
the Granicus Soflware; (c) provide, disclose, or otherwise make available (he 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 Ora nicus Software, or copies thereof, except as expressly outlined
in the Proposal.
3. I'AYMENT OI' FL 1:
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 -font 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 95241-19 10
3.5 Upon each yearly anniversary during the tens 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.
GRANICUR, INC. SeavccaAonrtaMFt r 2 Varsimc 6
3,5 'i'raining Lisare Pollcies, Granicus has established hest practice training plans
around success with Granicus services, and Clients are encouraged to take advantage a f a I I purchased
training up -front in order to achieve the maximum amount of success with their services. All
purchased training muss be completed within ninety (9 0) days of the date of the pro) ccI kIUl off call.
Any purchased training not used during this ninety (90) day period will expire, 1f Client feels thnt it
is necessary to ohiain more training after the initial ninety (90) day period, Client may purchase
additional training at that time.
3.7 Trainink Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows;
(a) Onsitc']1'aininl . 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 ( i Q0) percent of the purchased training custs and all travel expenses, including any
incurred third party cancellation fees. Subsequent training wilt need to be purchased and
scheduled at the previously quoted pricing.
(b) Online Treining.For any canceilations within twenty-four (24) hours of the
scheduled online training, Granicus, at Its sale discretion, may invoice the Client for` fl fly
(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. CONTONT PROV) 11rn TO GKANICUS
4.1 Respon5ib lRy tar 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 tits
Agreement.
4.2 ReSWIOtinl=s. 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, orpromotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory,
libelous, threatening, indecent, vulgar, or otherwise ohjectionabIc 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 terminatlon 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. SCRVIM AORanM@Nr 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 prom ation at materials
containing the other Party's Trar emarks shall be subject to the prior written approval of such other
Party, which approval shall not be unreasonably withheld,
LIM]-FATIQN Or LIABILITY
6.1 Wanarrty Disclaimer. Except as expressly provided herein, Granlcus' services,
software and deliverables are provided "as is" and Ora nlcus expressly disclaims any and ail 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 uninten'upled or error free. In the event of any interruption, Granicus' sole obligation shall
be to use commercially reasonable efforts to restore access.
6.7 Lirnitrhtlon of 1,iabliffies, 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 datnages, 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 rotating to the loss of profits or revenues, goodwill, data {including loss of
use or of data, loss or inaccuracy or corruptiian of datal 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 dale 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),
CONRl2ENTIAL INFGRtvtf+7_ION 1Pe QWNF.R5HJP.
7.1 gnfidcntip)lt,,tOhl Iawions. 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 Infonnation of the other Party. The receiving party shall protect the
Confidential Information using measures similar to those it takes to protect IIs own confidential and
proprietary information of a similar nature but not legs than reasonable measures. Each party agrees
not to disclose the Confidential Information to any of its Representatives except those who Hit
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 t c flora. The obtigotions of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such ConfldentIal information (l) 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 Ihere of, (Iii) antered the public domain
through n action of the receiving party subsequent to the time of the disclosure theron f, 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 print to such disclosure, (it) use its commercially
reasonable efforts at Its expense to cause such disclosed Confidential Information to be treated by
such governmental authority as tradesectets and as confidential.
GR AMCCUS, INC. SERVICE AGREBM ENT 4 VerSf OR 6
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 Wgl3tsU�tnn'f cl minntlon, 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 cerlifying that it no longer has custody of any copies of theGranicus
Software.
(c) Client shall refer to :xhibil L' for the four (4) termination/expiration options
available regarding Content.
83 Oblit atiorrs Uyw Terminaki:. Upon any tormination 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. I, 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 Exhivir t', Granicus shall allow the Client limited aeoess 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, L4' • V C; 1-1 AN !) TRAl7r 9PCR L.T INFRINGE M ENT.
9.1 L7ra»irrls' f]otinns. 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,
ORANICUS, INC. SERVICE AoPri3MRNT 5 Vcrsion 6
to. JEJE Jl QC. AL A itzi EzvrFN1
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.
it. MISCRMANEOUS
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 (hat 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.
113 ConslruetiOh end &eyeiohllily, Wherever possible, each provision of this Agreement
shall be 1ntprpreted so that it is valid under applicable law, If any provisionof this Agreement is held
illegal or unenforccabic, that provision will be reformed only to the extent necessary to make tha
provision legal and enforceable; all remaining provisions continue in full farce and effect.
11.4 Independent Contractors The parties are independent contractors, and no other
relationship is intended by this Agreement,
11.5 Force 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 5crvieos. Client and Granicus may agree that a third party will
provide closed captioning or transcription services under this Agreement. In such case, Clicnt
expressly understands that the third patty is an independent contractor and not an agent or employee
of Granicus. Crranicus is not liable for acts perfonned by such independent third party.
12, ))FFINITIONS. In addition to terms defined elsewhere in this Agreement, the following
terms shall have the meaning specified:
12.1 "Confidential Infbrmation" 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
conditinns 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,
GRAHICUS, INC, SGRviCE AGRnR'MENT 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; MediaManage'rym (includes
Upin;uhx, Sollwarc.. Dtwclopumcnt Kit, and Podc.asilog Snrvices), MinutesMoker7m (includes
1.iveMnnager), MohlleRncodc:rM, VotingSystcm7m (Includes Public Vote DislrlaY).
12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed In Uiibit 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 &IIjbil A.
12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as
specified in Fxhibi
12.10 "Meeting Body" shall mean a tinique 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 demncratic voting process (typicatIy following R0belt's Rules of
Order). Two or more Meeting Bodies may be comprised of some or all of the same members or
nfFic':aIs but may slip be considered separate and unique Meeting Bodies at Granicus' sole discretion,
For examplc, committees, suhWrnmittees, city counniIs, planning commissions, packs and recreation
depailments, boards of supervisors, school boardsldistricts, and redevelopment agencies may be
considered separate and unique individual Meeting Bodies at Granicus' sole discretlon.
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 QXiriblt 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. SERvice AORPTNENT 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.
Jason Fletcher
Its; Chief Executive Officer
Address:
707 17111 Street, Suite 4000
Denver, CO 80202
CITY OF LODI, A MUNICIPAL.
CORPORATION
By:
Name; _ --- • .
Its;
Address:
Date;
Approved as to form
tY Attorney
ORANMUS, INC. SRRVfca AURFHMBNT 8 Version 6
G R AN I C U S EXHIBIT 4
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States Lodi, CA
Granicus Proposal for Lodi, CA
ORDER DETAILS
Prepared By:
Chloe Scheer
Phone:
Email:
chloe.scheer@granicus.com
Order #:
Q-213559
Prepared On:
08/15/2022
Expires On:
09/09/2022
ORDER TERMS
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Period of Performance: The term of the Agreement will commence on the date this document is
signed and will continue for 36 months.
It is the responsibility of the reseller or distributor to provide the End User with the Granicus Order
Form and any attached terms and conditions. Any pricing contained herein is the amount due
to Granicus and must be removed prior to submission to the End User. This quote is exclusive of
applicable state, local, and federal taxes, which, if any, will be included in the invoice.
RESELLER IS NOT PERMITTED TO ENTER INTO AN AGREEMENT WITH AN END USER FOR GRANICUS
PRODUCTS OR SERVICES ABSENT LEGALLY BINDING TERMS SUBSTANTIALLY SIMILAR TO THOSE SET
FORTH IN THE GRANICUS MASTER SUBSCRIPTION AGREEMENT FOUND
AT: www.granicus.com/Mosler_ Subscription Agreement
Order #: Q-213559
Prepared: 08/15/2022
Page 1 of 8
G GRANICUS
Order Form
Lodi, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
One -V S
Solution Billing quantity/Unit One -Time Fee
Frequency
Legistar - Setup & Configuration
Upon Delivery
1 Each
$13,500.00
Legistar- Onsite Training
Upon Delivery
3 Days
$7,500.00
Legistar Administration Group Training
Upon Delivery
2 Hours
$450.00
Open Platform - Setup and Configuration
Up Front
1 Hours
$0.00
Send Agenda (Legistar) Set up and Config
Up Front
1 Each
$0.00
govDelivery for Integrations Set Up and
Config
Up Front
1 Each
$0.00
SUBTOTAL:
$21,450.00
New Subscdpflon Fees
Solution
BillingFrequency
Quantity/Unit
Annual Fee
Legistar
Annual
1 Each
$10,296.00
Open Platform Suite
Annual
1 Each
$0.00
Send Agenda (Legistar)
Annual
1 Each
$0.00
govDelivery for Integrations
Annual
1 Each
$0.00
SUBTOTAL:
$10,296.00
Order #: Q-213559
Prepared: 08/15/2022
Page 2 of 8
ORANICUS
FUTURE YEAR PRICING
Order Form
Lodi, CA
MI LS-01010n{s)
Legistar
Period of Performance
Year 2
Year 3
$11,016.72
$11,787.89
Open Platform Suite
$0.00
$0.00
Send Agenda (Legistar)
$0.00
$0.00
govDelivery for Integrations
$0.00
$0.00
MTOTA6:
$11,016.72
$11,787.89
Order #: Q-213559
Prepared: 08/15/2022
Page 3 of 8
G GRAN ICUS
PRODUCT DESCRIPTIONS
Order Form
Lodi, CA
Solution
Description
Legistar
Legistar is a Software -as -a -Service (SaaS) solution that enables government
organizations to automate the entire legislative process of the clerk's
office. Clerks can leverage Legistar to easily manage the entire legislative
process from drafting files, through assignment to various departments, to
final approval. Legistar includes:
• Unlimited user accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Up to one (1) Legistar database
• Up to one (1) InSite web portal
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.
Send Agenda (Legistar)
Send Agenda is dependent on an active subscription to the relevant
govMeetings agenda.
Legistar - Setup & Configuration
Setup and Configuration for Legistar includes:
• Access to an implementation consultant until project acceptance
• Access to existing Web -based recorded trainings around standard
account functions and capabilities
• Up to five (5) two-hour needs analysis calls with a business analyst
• Up to one (1) Standard Agenda and Minutes report template
• Configuration of up to one (1) meeting body or type
Legistar - Onsite Training
Legistar - Onsite Training is for onsite training for Legistar, which allows
clients to have a Granicus trainer onsite to show them how to use the
system.
Onsite Training includes travel, meals and lodging expenses.
Legistar Administration Group
Legistar Admin - Online Training is for online training for Legistar
Training
Administration, which allows clients to have online sessions with a Granicus
trainer to learn how to use the system.
Order #: Q-213559
Prepared: 08/15/2022
Page 4 of 8
G ORANICUS
Order Form
Lodi, CA
Solution
Description
Open Platform - Setup and
Setup and configuration for Open Platform
Configuration
govDelivery for Integrations
Send notification bulletins directly to constituents who subscribe to receive
updates directly through Granicus (powered by govDelivery). Receive a
monthly metrics report delivered via email to show subscriber growth and
engagement activity for the past month of bulletin sends, and grow
subscribers through access to the Granicus Advanced Network.
Note: govDelivery integrations is dependent on an active subscription to
the relevant govMeetings agenda or govAccess CMS solutions.
GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION
Granicus Communications Suite Subscriber Information.
o Data provided by the Client and contact information gathered through the Client's own web
properties or activities will remain the property of the Client ('Direct Subscriber'), including any
and all personally identifiable information (PII). Granicus will not release the data without the
express written permission of the Client, unless required by law.
o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to
operate the Granicus Products and Services (provided that the Client hereby grants to
Granicus a perpetual, non -cancelable, worldwide, non-exclusive license to utilize any data, on
an anonymous or aggregate basis only, that arises from the use of the Granicus Products by
the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the
functionality of the Granicus Products and any other legitimate business purpose, including the
right to sublicense such data to third parties, subject to all legal restrictions regarding the use
and disclosure of such information).
Data obtained through the Granicus Advanced Network.
o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct
Subscribers recommendations to subscribe to other Granicus Client's digital communication
(the'Advanced Network'). When a Direct Subscriber signs up through one of the
recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the
agency it subscribed to through the Advanced Network.
o Network Subscribers are available for use while the Client is under an active subscription with
Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus
Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after
termination of its Order, SOW, or Exhibit placed under this agreement. All information related to
Network Subscribers must be destroyed by the Client within 15 calendar days of the Order,
SOW, or Exhibit placed under this agreement terminating.
o Opt -In. During the last 10 calendar days of the Client's subscription, the Client may send an opt -
in email to Network Subscribers that shall include an explanation of the Client's relationship with
Granicus terminating and that the Network Subscribers may visit the Client's website to
subscribe to further updates from the Client in the future. Any Network Subscriber that does not
opt -in will not be transferred with the subscriber list provided to the Client upon termination.
Order #: Q-213559
Prepared: 08/15/2022
Page 5 of 8
j GRANICUS
Order Form
Lodi, CA
UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS
ONLY):
• Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code
option to a unique standard toll-free number within the United States (International numbers not
supported). Short Codes are recommended for Text -to -Subscribe functionalities, if enabled where
available, for an additional fee.
• Client must have explicit opt -in for all destinations sent to and adhere to all CTIA guidelines for the
duration of its use.
Order #: Q-213559
Prepared: 08/15/2022
Page 6 of 8
G GRANICUS
TERMS & CONDITIONS
Order Form
Lodi, CA
• Link to Terms: https://granicus.com/legal/licensing
• The attached End User Licensing Agreement must be signed and returned with all necessary order documents.
• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. If
is the responsibility of Lodi, CA to provide applicable exemption certificafe(s).
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote
Q-213559 dated 08-15-2022 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• 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-213559
Prepared: 08/15/2022
Page 7 of 8
ORANICUS
Order Form
Lodi, CA
BILLING INFORMATION
Billing Contact: Purchase Order [ ] -No
_ Required? [ J - Yes
Billing Address: PO Number:
If PO required
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-213559 dated 08/15/2022 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The
undersigned also understands the services and terms.
Lodi, CA
Signature:
Name:
` Title:
Date:
Order #: Q-213559
Prepared: 08/15/2022
Page 8 of 8
G
GRANICUS
Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus
Products and Services ("Client") and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus
("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly
changing nature of digital communications, this Agreement may be updated from time to time at
Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement, further specified in Section 7.1.
"Extension Term" means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Client pursuant
to this Agreement, which may include Granicus products and services accessible for use by Client on
a subscription basis ("Software -as -a -Service" or "SaaS"), Granicus professional services, content from
any professional services or other required equipment components or other required hardware, as
specified in each Order or SOW.
"Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Client for the first duration of performance that Client has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services.
"Order Term" means the then -current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Client has committed to pay for, Granicus Products
and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly -issued purchase order by Client accompanies the Order or SOW,
then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
Denver, CO St. Paul, MN Washington, DC United Kingdom
800.314.0147 800.314.0147 800.314.0147 +44.0845.467.2972
2
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Client is not materially diminished.
2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the
delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of
this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as
subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products
and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the "Permitted Use").
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Client sources (interactions with end users and opt -in contact lists). Client cannot
upload purchased contact information into Granicus Products and Services without
Granicus' written permission and professional services support for list cleansing.
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.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for
keeping all passwords secure and all use of the Granicus Products and Services accessed
through Client's passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as a primary communication vehicle for
other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Client, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Client's website must be free from violation of or infringement of
copyright, trademark, service mark, patent, trade secret, statutory, common law
or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Client or any third party unless approved in writing, in
advance, by Granicus. Granicus reserves the right to request and review the details of
any agreement between Client and a third party that compensates Client for the right to
have information included in Content distributed or made available through Granicus
Products and Services prior to approving the presence of Advertising within Granicus
Products and Services.
G R A N I C U S 12/31/2019
3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information
gathered through Client's own web properties or activities will remain the
property of Client ("Direct Subscriber"), including any and all personally
identifiable information (PII). Granicus will not release the data without the
express written permission of Client, unless required by law.
3.2.5.2. Granicus shall not disclose the client's data except to any third parties as
necessary to operate the Granicus Products and Services (provided that the
client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-
exclusive license to utilize any data, on an anonymous or aggregate basis only,
that arises from the use of the Granicus Products and Services by the client,
whether disclosed on, subsequent to, or prior to the Effective Date, to improve
the functionality of the Granicus Products and Services and any other
legitimate business purpose including the right to sublicense such data to third
parties, subject to all legal restrictions regarding the use and disclosure of such
information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
Client's digital communication (the "Advanced Network"). When a Direct
Subscriber signs up through one of the recommendations of the Advanced
Network, that subscriber is a "Network Subscriber" to the agency it subscribed
to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery
Communications Cloud subscription with Granicus. Network Subscribers are
available for use only on the GovDelivery Communications Cloud while Client is
under an active GovDelivery Communications Cloud subscription. Network
Subscribers will not transfer to Client upon termination of any Granicus Order,
SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers
after termination of its Order, SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Client within
15 calendar days of the Order, SOW or Exhibit placed under this Agreement
terminating.
3.2.5.3.3. Opt -In. During the last 10 calendar days of Client's Order Term for the
terminating Order, SOW or Exhibit placed under this Agreement, Client may
send an opt -in email to Network Subscribers that shall include an explanation
of Client's relationship with Granicus terminating and that the Network
Subscribers may visit Client's website to subscribe to further updates from
Client in the future. Any Network Subscriber that does not opt -in will not be
transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions. Client shall not;
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
GR A N I CU S 12/31/2019
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
Clients;
3.3.3. Client must not use the Granicus Products and Services in a manner in which system or
network resources are unreasonably denied to other Granicus clients;
3.3.4. Client must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Client relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product
names associated with the services are trademarks of Granicus or its suppliers, and no right or
license is granted to use them.
4. Payment
4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.
Annual fees are due upfront according to the billing frequency specified in each Order or SOW.
Granicus reserves the right to suspend any Granicus Products and Services should there be a
lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes,
which, if any, will be included in the invoice. It is Client's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any
amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under4.1 above if Client has, in good faith,
disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide
Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's
acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary
during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order
Terms), the Granicus Product and Services fees shall increase from the previous term's fees by
up to ten (10) percent per year.
OR A N I C U S 12/31/2019
Wi
S. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however, the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during, or promptly after presentation or communication and (iv) any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party, given the nature
of the information and the context in which disclosed.
Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential
Information in strict confidence. Without limiting the scope of the foregoing, each Receiving
Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the Disclosing
Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d)
to restrict access to Confidential Information to those of its advisors, officers, directors,
employees, agents, consultants, contractors and lobbyists who have a need to know, who have
been advised of the confidential nature thereof, and who are under express written obligations
of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to
exercise at least the same standard of care and security to protect the confidentiality of the
Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
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6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Client provide such notice, Client must ensure that Confidential
Information or sensitive information is stored behind a secure interface and that Granicus
Products and Services be used only to notify people of updates to the information that can be
accessed after authentication against a secure interface managed by Client.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in orderto comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus'
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term for the Granicus Products and Services provided under the respective Order or SOW.
Client's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at least
ninety (90) days prior to the end of the then -current Order Term, the Granicus Products and
Services will automatically renew at the end of each term for an Extension Term of one (1) year.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled
to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non -breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date
of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
GR A N I C U S 12/31/2019
8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES
OR DAMAGES.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S BREACH OF SECTION 3.3, IN NO INSTANCE
SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL
NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities,
damages and expenses arising from any claim or suit by a third party unaffiliated with either
Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements,
judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and
including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by
any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent
issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus
determines that an affected Order or SOW is likely, or if the solution is determined in a final, non -
appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or
U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the affected Granicus
Products and Services to render it non -infringing; or (c) terminate this Agreement or the
applicable Order or SOW with respect to the affected solution and refund to Client any prepaid
fees for the then -remaining or unexpired portion of the Order or SOW term. Notwithstanding
the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless
from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by
anyone under Client's direction or control or using logins or passwords assigned to Client); (ii) a
modification made by Granicus pursuant to Client's required instructions or specifications or in
reliance on materials or information provided by Client; or (iii) Client's use (or use by anyone
under Client's direction or control or using logins or passwords assigned to Client) of any Granicus
Products and Services other than in accordance with this Agreement. This section 9.1 sets forth
Client's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus
GR AN ICU S 12/31/2019
3
Products and Services or any other materials provided by Granicus violate or infringe upon the
rights of any third party.
9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and
against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client's
(or that of anyone authorized by Client or using logins or passwords assigned to Client) use or
modification of any Granicus Products and Services; (b) any Client content; or (c) Client's violation
of applicable law.
9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware
of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such
Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate
with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may
reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
settle any such Claim without the indemnifying Party's prior written consent. The indemnifying
Party shall not settle or compromise any Claim in any manner that imposes any obligations upon
the indemnified Party without the prior written consent of the indemnified Party.
10. General
10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate
independent of each other. Nothing in this Agreement shall be deemed or construed to create a
joint venture, partnership, agency, or employee/employer relationship between the Parties for
any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely
responsible for the payment of all taxes and insurance for its employees and business operations.
10.2. Headings. The various section headings of this Agreement are inserted only for
convenience of reference and are not intended, nor shall they be construed to modify, define,
limit, or expand the intent of the Parties.
10.3. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties.
10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without the
prior written consent of the other Party (such consent not to be unreasonably withheld);
provided, however, that either Party may assign this Agreement without the other Party's
consent in the event of any successor or assign that has acquired all, or substantially all, of the
assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise.
Any assignment or attempted assignment in violation of this Agreement shall be null and void.
10.6. No Third -Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and
insures solely to the benefit of the Parties hereto and their respective permitted successors and
assigns; there are no third -party beneficiaries to this Agreement.
10.7. Notice. Other than routine administrative communications, which may be exchanged by
the Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, DHL, or other
(I G R A N I C U S 12/31/2019
9
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended.
10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within
twenty (20) days after occurrence of such cause or event.
10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the
laws of the State of Minnesota, without reference to the State's principles of conflicts of law. The
Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts
of Ramsey County, Minnesota.
10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein,
sets forth the entire understanding of the Parties with respect to the subject matter of this
Agreement, and supersedes any and all prior oral and written understandings, quotations,
communications, and agreements. Granicus and Client agree that any and all Orders or SOWs
are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents, the conflict or inconsistency shall be resolved by giving precedence in
the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWS or other
purchase documents; (4) Granicus response to Client's request for RFI, RFP, RFQ; and (5) Client's
RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or
conflicting terms appearing on the purchase order or any other ordering materials submitted by
Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided,
however, that Client acknowledges that it is Client's responsibility to provide the corresponding
purchase order information (including a purchase order number) to Granicus upon the creation
of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding
purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant
to Section 4.1 above.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client
grants Granicus the right to use Client's name and logo in Client lists and marketing materials.
10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
�k` GRANICUS 12/31/2019
RESOLUTION NO. 2022-265
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AMENDMENT NO. 3 TO THE SERVICE
AGREEMENT WITH GRANICUS, LLC, A MINNESOTA COMPANY, TO ADD
GRANICUS SOLUTION LEGISTAR FOR AGENDA MANAGEMENT SERVICES
WHEREAS, the City entered into a Professional Services Agreement with Granicus, Inc.,
for services to publish agendas and minutes for Council meetings and boards and commissions
on June 18, 2015; Amendment No. 1 on October 8, 2019; and Amendment No. 2 on October 12,
2021 (collectively the "Agreement"); and
WHEREAS, the City Clerk's Office requests to amend the Agreement to include, within
the scope of services, the installation and subscription of electronic agenda management software
system known as Legistar, in the amount of $31,746.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize
the City Manager to execute Amendment No. 3 to the Service Agreement with Granicus, LLC, a
Minnesota Limited Liability Company, for the configuration, installation, and subscription of
agenda management program, Legistar, in the amount of $31,746; 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: November 2, 2022
I hereby certify that Resolution No. 2022-265 was passed and adopted by the City Council
of the City of Lodi in a regular meeting held November 2, 2022 by the following vote:
AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehne, Nakanishi, and
Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
P." -R
OLIVIA NASHED
City Clerk
2022-265