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11-017 Granicus, Inc Agreement r � Third Amendment to the Granicus Service Agreement between Granicus, Inc. and Cupertino, CA This Third Amendment to the Granicus,Inc.Service Agreement is effective on the date this document is signed and entered into by and between Granicus,LLC,a Minnesota Limited Liability Company(hereinafter referred to as "Granicus"),and Cupertino,CA(hereinafter referred to as"Client"),with reference to the following: WHEREAS,the Client and Granicus,Inc.entered into an Agreement effective 7/26/2011 (the"Agreement");and WHEREAS, the Client and Granicus desire to assign the Agreement to Granicus, LLC, a Minnesota Limited Liability Company and to formalize Granicus,LLC assumption of rights and obligations under the Agreement effective as of the date first above written. WHEREAS,in addition to Client's existing solution,Client wishes to add certain products and services as detailed in Q-53499,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. Section 3.2 of the Agreement shall be deleted in it's entirety and replaced with the following: "Client agrees to pay all fees,costs and other amounts as specified in each Order or SOW. Annual billing for the annual fees are due upfront upon the execution of this Agreement or any future amendments. 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 Customer's responsibility to provide applicable exemption certificate(s). 2. Section 6.1 and 6.2 of the Agreement shall be deleted in their entirety and replaced with the following language: "6.1 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 CUSTOMER 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. infoCagraniCL1s.corn 3. "6.2 LIMITATION OF LIABILITY EXCEPT FOR CUSTOMER'S BREACH OF THIS AGREEMENT IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY'FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACTOR TORT OR OTHERWISE)EXCEED THE FEES PAID BY CUSTOMER FORTHE GRANICUS PRODUCTSAND SERVICES DURING THE SIX(6)MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OFTHE CLAIM FOR DIRECT DAMAGES,GRANICUS SHALL NOT BE RESPONSIBLE FORANY 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 CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE." 4. Granicus,LLC accepts and assumes all rights,duties,benefits,and obligations of the Granicus,Inc.Agreement, including all existing and future obligations to pay and perform under the Agreement. The Client hereby consents to Granicus,LLC assumption of the Agreement to continue the services provided under the Granicus, inc.Agreement. No waivers of performance or extensions of time to perform are granted or authorized. The City will treat Granicus as Vision for all purposes under the Agreement. Except as provided herein,all other terms and conditions of the contract,as amended,remain in full force and effect. 5. 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 certificate(s). 6. Except as amended by this Third Amendment,all other terms and conditions of the Agreement shall remain in full force and effect. 7. In the event of any inconsistency between the provisions of this Third Amendment and the documents comprising the Agreement,the provisions of this Third Amendment shall prevail. IN WITNESS WHEREOF,the parties have caused this Third Amendment to be executed by their duly authorized representatives. '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. Cupertino,CA Tranicus Signature: _ - Signature: Name: c /rr�-rr�`s�t — , -- Name: �wwn-- — Title: C i d Title: V i - Date: -;-r-//.Z.V/ `� Date: granicus.com (GC:3; GR A N I C"U S Exhibit A Granicus Proposal for Cupertino, CA Granicus Contact Name:Thomas Raville Phone:720.770.5592 Email:thomas.raville@granicus.com Proposal Quote Number:Q-53499 Prepared On:6/26/2019 Valid Through:7/1/2019 Tier: Up to 5000 Subscribers Pricing Payment Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Domains Included for the Communications Cloud The subscription includes the following domain(s)and subdomain(s):cupertino.org Solution �. Billing Frequency Quantity/Unit One-Time Fee Communications Cloud-Setup and Configuration Up Front 1 Each $2,400.00 Communications Cloud-Online Training Up Front 1 Each $500.00 Advanced Package-Setup and Configuration Up Front 1 Each $600.00 Advanced Package-Online Training Up Front 1 Each $500.00 SUBTOTAL: $4,000.00 info@granicus.comgranicus.com Annuall Fees for New Subscriptions Solution Billing Quantity/Unit Annual Fee Frequency Communications Cloud Annual 1 Each $6,000.00 Communications Cloud Advanced Package Annual 1 Each $1,500.00 SUBTOTAL: $7,500.00 Please note,annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Exceptions include Recurring Captioning Services,SMS, and Targeted Messages. info@granicus.com • . Product Name Description Communications The Cloud is a Software-as-a-Service(SaaS)solution that enables government organizations to Cloud connect with more people. By leveraging the Cloud,the client will be able to utilize a number of different outreach mediums,including email,SMS/text messages, RSS feeds,and social media integration to connect with its target audiences.The Cloud includes: • Unlimited email sends with industry-leading delivery and management of all bounces I • Support to upload and migrate existing email lists j • Access to participate in the GovDelivery Network • Ability to send mass notifications to multiple devices • 24/7 system monitoring,email and phone support during business hours,auto- response to inbound messages from end users,and emergency support • Text-to-subscribe functionality • Up to 2 Web-hosted training sessions annually • Up to 50 administrators j • Up to 1 GovDelivery account(s) • Access to a complete archive of all data created by the client for 18 months(rolling) • Up to 3 hours of message template and integration development • Up to 100 subscription topics • Up to 100,000 SMS/text messages per year from a shared short code within the United States* I *International numbers are not supported.SMS/text messages not used in the period of performance will not carry over to the following year. Communications The Cloud is a Software-as-a-Service(SaaS)solution that enables government organizations to Cloud-Setup and connect with more people. By leveraging the Cloud,the client will be able to utilize a number of Configuration different outreach mediums,including email,SMS/text messages, RSS feeds,and social media integration to connect with its target audiences.The Cloud setup and configuration includes: • The implementation consultant will be assigned to Recipient during the setup process for up to 90 days • Unlimited access to Web-based recorded trainings and online help for administrations on the following topics:standard Messaging,the GovDelivery Network,Automation, Mobile and Analytics • Up to 2 Web-hosted training sessions that must be used within 180 days of Kickoff • Up to 5 hours of message template and integration development that must be used within 90 days of Kickoff Communications Provides a balance of Product knowledge and industry best practices to a specific audience. Cloud-Online Sessions are delivered by product experts via videoconferencing technology. Training info@granicus.com :ProductGGC GRANICUS Name Description Communications The Advanced Cloud Module gives government communicators better insight into the needs of Cloud Advanced citizens and improves their ability to enhance online transactions,promote behavior change Package through public awareness,and improve citizen engagement.The Advanced Cloud Module adds streamlined marketing capabilities that incorporate greater degrees of audience segmentation, personalization, message testing,and mobile engagement.The Advanced Cloud Module includes: • Dynamic segmentation around bulletins,engagement,and question(e.g.zip code) • Canned campaigns for re-engagement and new subscriber onboarding • Testing:Simple(A/B, 10/10/80) A subscription for the Advanced Cloud Module is dependent on an active license for the GovDelivery Communications Cloud. Advanced Package- Implementation includes: Setup and Access to an implementation consultant for up to 90 days Configuration Access to online training documentation around advanced account functions and capabilities • Up to 2 Web-hosted training sessions within 180 days of kickoff • Up to 5 hours of message template and integration development within 90 days of kickoff The implementation process takes four to six weeks,on average, depending on the availability of stakeholders and/or current GovDelivery Communications Cloud experience. Advanced Package- Provides a balance of Product knowledge and industry best practices to a specific audience. online Training Sessions are delivered by product experts via videoconferencing technology. ConditionsTerms and a • Granicus Communications Suite Subscriber Information. • 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. • 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. • 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. • 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. • 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 p provided to the client upon termination. p I ANUS SECOND AMENDMENT TO THE GRANICUS SERVICE AGREEMENT BETWEEN GRANICUS,INC.AND THE CITY OF CUPERTINO,CA This Second Amendment to the Granicus, Inc. Service Agreement dated July 26, 2011, is made and entered into by and between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicus"), and the City of Cupertino, CA (hereinafter referred to as "Client ), with reference to the following: WHEREAS,the Client and Granicus entered into an Agreement dated July 26,2011 (the"Agreement") [as amended by that certain First Amendment dated December 21,2012]; and WHEREAS, in addition to Client's existing solution, Client wishes to add the SDI 720p streaming as detailed in the Proposal dated December 1, 2015,which is attached as Exhibit A and incorporated herein by reference; WHEREAS,the parties wish to extend the term of the Agreement between the two parties;, . NOW,THEREFORE,in consideration of the premises,the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include an additional ninety dollars($90.00)per month as detailed in Exhibit A.The discount commences on the signed date of the amendment for a period of one(1)year.Pricing shall revert to one lhundred dollars($100.00)per month thereafter.As amended, Client's Granicus solution shall now include additions to the Agreement as detailed in Exhibit A. 2. Unless earlier terminated in accordance with the Agreement, or extended by the Client, the term of the Agreement shall continue in full force and effect until January 26, 2019, The 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, 3. Except as amended by this Second Amendment,all other terms and conditions of the Agreement shall remain in full force and effect. 4. In the event of any inconsistency between the provisions of this Second Amendment and the documents comprising the Agreement,the inconsistency shall be resolved by giving precedence to the documents in the following order, A. Paragraphs set forth in the body of this Second Amendment B. Paragraphs set forth in the body of the Agreement l.. .N U IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their duly authorized representatives, CUPERTINO GRANICUS,INC. By: By: Jason Fle her CEO Date: Date: t DATE(MMIDDNYYY) CERTIFICATE OF LIABILITY INSURANCE1 1/6/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Vanessa Weidauer / Barbara Hernandez NAME: Anixter & Oser, Inc. PHONE_No (q15)H96-1600 p� No:(415)898-3922 License OE28888 E-MAIL vanessa@rop erl insured.com ADDRESS: P y 205 San Marin Drive INSURERS AFFORDING COVERAGE NAIC it Novato CA 94945-1227 INSURERA:Travelers Prop Cas Ins Co 36161 INSURED INSURER B:Travelers Ind Co of CT 25682 Granicus, Inc. INSURER C Evanston Insurance Com an 600 Harrison St. #120 INSURERD: INSURER E: San Francisco CA 94107 INSURERF: COVERAGES CERTIFICATE NUMBER:CL151510613 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO,WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS.SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE D UBR POLICY NUMBER MMIDDIYEYYI MMIDDY� LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMA13E TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) $ 300,000 A CLAIMS-MADE ❑X OCCUR ZLP12N45052 1/1/2015 /1/2016 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED 402P458 1/1/2015 1/1/2016 AUTOS AUTOS BODILY INJURY(Per accident) $ X -HIRED AUTOS N NON-OWNED PROPERTY ntDAMAGE $ AUTOS X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED I X I RETENTION UP12N45304 1/1/2015 /1/2016 $ A WORKERS COMPENSATION X WC RY 3TATU- OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT $ 1 000 000 (MandatoryOFFICER/MEMBER F�CCLUDED? NIp' B8133P870 /1/2015 /1/2016 (Mandatory in NH) E.L.DISEASE-EA EMPLOYE9$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Errors & Omissions - Misc IT807390 1/1/2015 /1/2016 Each Claim $2,000,000 Professional Liability Retro Date 12/13/2009 1Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) This certificate is provided as evidence of coverage for the named insured. CERTIFICATE HOLDER CANCELLATION cityclerk@cupertino.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino City Hall 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino 95014 V I Weidauer/NESSA v ACORD 25(2010105) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025rgmnnsmi Tha Arnpn nmmn and Innn am rnnictnrarl martrc of Af'.l1Rn GRANICUS,INC. SERVICES AG]EEMENT THIS AGREEMENT, dated as of June 14, 2005 is between GRAIVICUS, INC., a California Corporation and the City of Cupertino(the"Client'). A. Granicus, Inc. has developed a streaming media solution and Media Management Software that specializes in Internet Broadcasting. B. The Client desires to (i) purchase: the Granicus Solution which will facilitate streaming and distribution of live and archived video and audio content, and(ii) engage Granicus, Inc. to integrate its, Media Management Software onto the Client's existing website, and (iii) contract with Granicus, Inc. to administer the Strnming Solution through a Managed Services solution. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein coi Wned,the parties hereto agree as follows: 1. GRANICUS SYSTEM INSTALLATION. 1.1 Ln_staLlation of Granicus System. (a) Granicus, Inc. shall have the following obligations in connection with the installation of the Granicus System: (i) install, set-up and test the Granicus System, including, if necessary, installing the computers, mounting the cameras, connecting the microphones and cameras and loading any necessary software; (ii) conduct one initi;il "train the trainer" training session, using a combination of written proeedur&; (in English) and hands-on training, on the use of the Granicus System;and (iii) if necessary assist the Client in provisioning a high-quality broadband telecommunications line that is accessible to the site locations and that satisfies any specific system requirements of the Granicus System. (b) The Client shall have the following obligations in connection with the installation of the Granicus System: (i) provide physical space at the site locations that is appropriate and sufficient for the Granicas System, including a controlled access area for the computers and associated hardware,equipment and accessories;and (ii) Compensate all costs related to the installation and deployment of the Granicus solution as described in the Proposal dated June 14, 2005, attended hereto and made a part hereof. l Version 3.9 A�°® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICAT 12/30/2013 E HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAMEACT Vanessa Weidauer / Barbara Hernandez Anixter & Oser, Inc. PHONE (415)898-1600 FAX License OE28888 A/C No:(415)898-3922 E-MAIL ,vanessa@Properlyinsured.com 205 San Marin Drive ADDRESS INSURERS AFFORDING COVERAGE NAIC# Novato CA 94945-1227 INSURERA:Travelers Prop Cas Ins Co 36161 INSURED INSURERB:Travelers Ind Co of CT 25682 600 Harr Inc. INSURER C:Evans ton Insurance Com an 600 Harrison St. #120 INSURER D: INSURER E: San Francisco CA 94107 INSURER F: COVERAGES CERTIFICATE NUMBER:CL13123008913 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL 7LP12N45052 LTR TYPE OF INSURANCE POLICY NUMBER MM DDY MM/DDYEFF Y LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMA E T RENTED PREMISES Ea occurrence $ 300,000 A CLAIMS-MADE OCCUR 1/1/2014 1/1/2015 MED EXP(Any one person) $ 10,000 PERSONAL B ADV INJURY $ 11000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X1 POLICY D PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 B ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED A3402P458 1/1/2014 1/1/2015 AUTOS AUTOS BODILY INJURY(Per accident) $ X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE AUTOS Per accident $ X UMBRELLA LIAR $ OCCUR EACH OCCURRENCE $ 4,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED X I RETENTION$ ZUP12N45304 1/1/2014 1/1/2015 A WORKERS COMPENSATION $ TAT AND EMPLOYERS'LIABILITY Y/N X WC S U- OTH- ER- ANY PROPRIETOR/PARTNER/EXECUTIVE , 0 OFFICER/MEMBER EXCLUDED? El N/A E.L.EACH ACCIDENT $ 1 OQQ, 00 (Mandatory in NH) 8133PS70 1/1/2014 1/1/2015 If yes,describe under E.L.DISEASE-EA EMPLOYE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 1$ 1,000,000 C Errors & Omissions - Misc T-806233 1/1/2014 1/1/2015 Each Claim $2,000,000 Professional Liability etro Date 12/13/2009 /Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) This certificate is provided as evidence of coverage for the named insured. CERTIFICATE HOLDER CANCELLATION cityclerk@cupertino.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino City Hall 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino 95014 V 2 Weidauer/NSSSA ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 oninn i ni Thn Arf1Rr1 nmma nnei Inn^am ronicfnrarl mnrka of Arnpirl (iii) Compensate all Managed Services payments as described in section 5.2 1.2 Site Prelaaration. (a) The Client shall provide such materials as may reasonably be necessary to post warnings and other disclaimers at appropriate intervals around the various site locations within the Client venue where live audio and video streaming will take place. (b) The Client shall be responsible for maintaining such warnings and disclaimers and for ensuring that patrons are fully informed regarding the locations and times when such audio and video streaming;will occur. 1.3 Maintenance of Equipment. (a) For (3) three years after the date of this Agreement, Granicus, Inc. shall repair or replace any Equipment, provided directly from Granicus, that fails to function properly due to nonnal. wear and tear, provided that any such failure is not covered by insurance maintained by the Client. Granicus, Inc. shall not be responsible, however, for any such failure that is due to other causes, such as power surge, fire, flood or other casualty, accident,vandalism,misuse or abuse, alteration of the Equipment or failure of the Client to maintain a proper environment or otherwise properly care for the Equipment. (b) Granicus, Inc. has the technology in place to continually monitor all equipment and should any malfunction appear Granicus, Inc. shall immediately notify the Client. Granicus, Inc. shall respond to requests to repair or replace any non-functioning Equipment, provided directly from Granicus, within 24 hours from the time that notice is received, and the Client shall grant Granicus, Inc. or its Representative's access to the Equipment for this purpose at reasonable times. Granicus, Inc. will keep the Client informed regarding the time frame and progress of the repairs or replacements. (c) Granicus, Inc. offers continuous customer support and is dedicated to ensuring that the Client is completely satisfied with Granicus products and services. Granicus staff is available to the Client 2.41-irs a day, 365 days a year, via the customer support lines. All support numbers are list d on the bottom of this contract. 2. USE OF MEDIA MANAGEMENT SOFTWARE. 2.1. Use. Granicus, Inc. agrees to provide Client with a Revocable, non-transferable and non-exclusive account to access the Media Management Software; and grants Client a Revocable, non-sublicensable, non-transferable and non-exclusive right to use the Media Management Software. The Media Management Software is proprietary to Granicus, Inc., and protected by intellectual property laws and international intellectual property treaties. Client's access to, and use of the Media Management Software is licensed and not sold. Client will be responsible for any applicable costs and taxes associated with Client's use of the Services,or use of the Services through Client's account. 3. CONTENT PROVIDED TO GRANICUS. INC. 3.1 Responsibility for Content. The Client shall have sole control and responsibility 2 Version 3.9 over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the detennination of which cameras and microphones shall be operational at any particular time and at any particular location. The Client shall not provide to Granicus, Inc., or permit to be provided to Granicus, Inc., any Content that(a) infringes or violates any third parties' Intellectual Property Rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local or foreign laws, regulations or statutes. 4. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS& SECURITY. 4.1 Content Ownershin. The Client shall own all right, title and interest in and to all Content on a worldwide basis, including, without limitation, all Intellectual Property Rights relating thereto,(i)with respect to Content captured by cameras or microphones at the venue,at the time such Content is so captured and prior to the time it is transmitted to the computer at the venue and (ii.) with respect to all other Content, at the time such Content is transmitted or otherwise provided to Granicus, Inc. pursuant to this Agreement. To the extent that any such Content is protectable by copyright, such Content shall be deemed to be "works made for hire" under the copyright laws of the United States. 4.2 Trademark Ownership and License. (a) The Client shall retain all right, title and interest in and to its Trademarks, including any goodwill associated therewith, subject to the limited license granted to Granicus,Inc. pursuant to Section 4.2 hereof. (b) Granicus,Inc. shall retain all right,title and interest in and to the Granicus, Inc. Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 4.2 hereof. (c) Each party grants to the other a non-exclusive, non-transferable(other than as provided in Section 6.1 hereof), limited license to use the other parry's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party,which approval shall not be unreasonably withheld. (d) Neither party shall use the other parry's Trademarks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services. in a false, competitively adverse or poor light. Each party shall comply with the other parry's requests as to the use of the other parry's Trademarks and shall avoid any action that diminishes the value of such Trademarks. 4.3 Security of Data. Granicus, Inc. will take commercially reasonable efforts to protect and control access to Client Content. However, Granicus, Inc. makes no guarantee and assumes no liability for the security of any of Client Content or other data provided to Granicus, Inc., including any of Client Content or data placed on any servers including "secure servers." Client will be responsible for the creation and protection of username and password. In no event shall Granicus,Inc. be liable for any direct, indirect or other damages arising out of any breach of security or otherwise. 3 Version 3.9 S. MANAGED SERVICES FEES 5.1 Terms of Agreement (a) Granicus, Inc. agrees to provide the Client the hosting, storage, and bandwidth necessary for the Client to broadcast its content to the Internet for at least three(3)years in accordance with the Granicus Managed Services defined in The Proposal. (b) The Client agrees to purchase hosting, storage, and bandwidth necessary for the Client to broadcast its content to the Internet for at least one(1)years in accordance with the Granicus Managed Services defined in The Proposal. 5.2 Payment of Maintenance Fees (a) Upon execution of this Agreement,the Client agrees to pay Granicus, Inc. the first month's Managed Service Fees. (b) Thereafter, the Client agrees to pay the monthly fees to Granicus, Inc. by the first day of the month a month in advance of services. 5.3 Cancellation of Managed Service Plan (a) In the event of a cancellation of Managed Services by Client within (12) months from the "live" date, the Client will be responsible for paying the amount due for the remainder of the first year. (b) Cancellation of Clients Managed Services will also result in the immediate termination of Clients Media Management Software license as described in Section 2.1 6. CONFIDENTIAL INFORMATION&OWNERSI-112. 6.1 Disclosure. Except to the extent necessary as contemplated by this Agreement, each party agrees not to disclose any Confidential Information to any person and agrees to use its best efforts to prevent inadvertent disclosure of any Confidential Information to any person. Without limiting the generality of the preceding sentence, each party agrees to treat the Confidential Infonnation of the other party with at least the degree of care that such party treats similar information of its own. Each party may disclose such Confidential Information to a court or other governmental authority to the extent that such disclosure is required by governmental order or by law; provided that the receiving party shall (i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, specifying in detail the reasons why such disclosure is required, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential hilb►niation to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 6.2 Use. Each party agrees not to use: any Confidential Information for any purpose whatsoever except to the extent necessary as contemplated by this Agreement. Each party agrees not to disclose the Confidential Infonnation to any of its Representatives except those who are required to have the Confidential Information in connection with such purpose and then only if 4 Version 3.9 such Representative is either subject to a written confidentiality agreement that would cover the confidential treatment of the Confidential information or otherwise subject to fiduciary obligations of confidentiality that would cover the confidential treatment of the Confidential Information. 6.3 Termination of Confidentiality Obligations, The obligations of this Article 7 shall terminate with respect to any particular portion of the Confidential Information when receiving party can prove by appropriate documentation that such Confidential Information (a) was previously known to the receiving party as shown by the receiving parry's files at the time of disclosure thereof, (b)was already in the public domain at the time of the disclosure thereof,or(c) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof. 7. DISCLAIMER OF WARRANTY,LIMITATION OF LIABILITY. 7.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WIT14OUT LIMTATION, ALL WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.2 Limitation of Liability. 1N NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITrVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. TERM AND TERMINATION. 8.1 Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for one (1) year after the date hereof. This Agreement shall automatically renew for additional 3 terms of(1) one year each, unless either party notifies the other in writing at least 30 days' prior to such automatic renewal that it does not wish to renew this Agreement. 8.2 Termination. This Agreement may be tenninated, in whole or in part,pursuant to the following terms and conditions: (a) by mutual written consent of the parties hereto; (b) by either party if there has been a material default or breach on the part of the other party in any of its representations, warranties,covenants or obligations contained in this Agreement and such default or breach is not cured within 90 days following written notice from the non-breaching party; 8.3 Obligations Upon Termination. Upon any termination of this Agreement, the following shall apply: (a) The parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. 5 Version 3.9 (b) The provisions of Articles 6 and 7 hereof (together with all other provisions that reasonably may be interpreted as surviving termination of this Agreement) shall survive termination of this Agreement and continue in full force and effect. (c) Except as provided in Article 8 hereof, no party shall have any liability upon any termination of this Agreement. 9. MISCELLANEOUS. 9.1 Assignment Successors and Assitr►,is. Neither this Agreement nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written consent of the other party; provided, however, that, without the consent of the Client, Granicus, Inc. may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of the assets or business relating to the portion of the Granicus, inc.' operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives,successors and permitted assigns. 9.2 Amendment and Waiver. This A€;reement may be amended, modified, waived or canceled only in writing signed by.each of the p�u ies hereto or, in the case of a waiver, by the party waiving compliance. No failure or delay by either party in exercising any right or remedy under this Agreement shall waive any provision of this Agreement nor shall any single or partial exercise by either party of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies or any other rights or remedies granted by any law or any other document. 9.3 Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to the conflict of laws provisions of any jurisdictions. Any legal proceeding related to this Agreement shall be brought in an appropriate California court, and each of the parties hereto consents to the exclusive jurisdiction of that court for this purpose. 9.4 Construction. 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 to any extent invalid under applicable law in any jurisdiction, that provision shall still be effective to the extent it remains valid. The remainder of this Agreement also shall continue to be valid, and the entire Agreement shall continue to be valid in other jurisdictions. 9.5 Counterparts. This Agreement rmiy be executed in two or more counterparts,each of which shall constitute an original,but all of which,when taken together, shall constitute one and the same instrument. 9.6 Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writing, and understandings among the parties hereto concerning the matters in this Agreement. 9.7 Notices. All notices and other communications required or permitted under this Agreement must be in writing and must be hand delivered or sent by registered first-class mail, postage prepaid or by overnight courier service. Such notices or other communications shall be effective upon receipt if hand delivered,and ten (10) business days after mailing(or, for overnight courier, the number indicated in the mailing instructions) if sent, in the case of the Client, to the 6 Version 3.9 address set forth below and, in the case of Granicus, Inc., to its principal executive offices to the attention of the Chief Executive Officer, or at such other address for a party as may be specified by like notice. 9.8 Specific Performance, Remedies Cumulative. The parties acknowledge that a breach of this Agreement shall result in irrepa.-able and continuing damage and cannot be adequately compensated for by money damages and agree that specific performance is an appropriate remedy for any breach or threatened breach hereof. Accordingly, in addition to any other remedies available to a party at law, in equity or by statute, the parties (a) consent to the issuance of any injunctive relief or the enforcement of other equitable remedies against it(without bond or other security) to compel performance of any of the terms of this Agreement, and (b) waive any defenses thereto, including without limitation, the defenses of failure of consideration, breach of any other provision of this Agreement, and availability of relief in damages. All remedies, whether under this Agreement, provided by law, or otherwise, shall be cumulative and not alternative. 9.9 Mediation and Arbitration. If any dispute, controversy or claim arises under this Agreement, the parties shall negotiate in good faith to settle the matter. If the parties are unable to resolve the matter within a reasonable time, the parties shall submit the matter to mediation by a trained mediator approved by both parties,the cost of which shall be shared equally by the parties. Any dispute, controversy or claim arising under this Agreement not resolved through mediation within a reasonable period of time (not to exceed 90 days) shall be finally settled by arbitration in accordance with the Commercial Arbitration Rulers of the American Arbitration Association in effect on the date of this Agreement by a single arbitrator appointed in accordance with such Rules. The appointing authority shall be the American Arbitration Association. The parties shall share the costs of any arbitration equally, unless the award of the arbitrator provides otherwise. The arbitrator's award shall be non-appealable and enforceable in any court of competent jurisdiction. The place of mediation or arbitration shall be San Francisco, California. Nothing in this Section 11.9 shall preclude any party from seeking injunctive relief or other equitable remedies (whether prior to or during such mediation or arbitration) if necessary to protect the interests of such party. 10. DEFINITIONS. In addition to the capitalized terms otherwise defined herein, the following additional capitalized terns shall have the meanings set forth below, unless the context clearly otherwise requires: 10.1 "Confidential Information" shall mean 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, programs, software, inventions, processes, know-how, chip designs, mask works, designs, drawings and any other documentation), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any mariner whatsoever (including without limitation, in writing, orally, electronically, in all types of disks, diskettes,computer memory or storage or other media, or by drawings or inspection of physical iterns,and whether or not modified or merged into other materials); provided, however, that the term "Confidential Information" shall not include the Content that is intended to be published on the Web-,ite. 16.2 "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,Inc. 7 Version 3.9 10.3 "Granicus Solution" shall mean the product specified in Client's proposal henceforth identified as Proposal hereto. 10.4 "Equipment"shall mean the hardware components of the Granicus Solution. 10.5 "The Proposal" shall mean the document which specifies the Products or Services the Client chooses to utilize from Granicus,Inc. 10.7 "Media Management Software"shall mean all software included with the Granicus Solution including but not limited to the web application used to administer streaming media. 10.8 "Intellectual Property Rights" shall mean all right, title and interest in and to any and all intellectual property rights throughout the world, including, without limitation, any and all patents, patent applications, copyrights, copyright applications, moral rights, trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any and all similar or equivalent rights throughout the world. 10.9 "Losses" shall mean demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, fines, penalties, judgments, losses, damages (including diminution in value), liabilities, obligations, and any costs and expenses, including without limitation interest,penalties, investigative costs and reasonable attorneys' fees. 10.10 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party. 10.11 "Trademarks" shall mean, with respect to each party to this Agreement, all trademarks, trade names and logos of such party listed on Exhibit C attached hereto and any other trademarks, trade names and logos that such party may specify in writing to the other party from time to time. 10.12 "Client Website" shall mean, collectively,the web site of any Granicus, Inc. client that is hosted by Granicus,Inc. 10.13 "Managed Services" shall mean monthly fees paid to Granicus, Inc. by Client for bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus Solution maintenance and monitoring. 10.14 "Live" shall mean the time at NA,hich "Managed Services" are activated and monthly billing begins. 10.15 "Revocable"shall mean that Client's right to use or access the media management software shall be annulled because Client has either discontinued their use of a Granicus Managed Services program,failed to pay any Granicus fees fer more than 30 days,or breached the terms of this contract. 8 Version 3.9 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above written. GRANICUS, INC. By: Thomas A. Speng er Its Chief Executive Officer Address: 74 Tehama San Francisco,CA 94105 Approved as to form: Aiarlesan,City Attorney Date: V/141 Client By: Name: David W.Knapp Its. City Manager Address 10300 Torre Avenue Cupertino,CA 95014 Date: 9 Version 3.9 Granicus Inc. Support Information Address: Granicus,Inc. 74 Tehama San Francisco, CA 94105 Phone: Direct (8:00am to 6:00pm Paefc time): 415-357-3618 Toll Free (8:OOam to 6:OOpm Pacific time): 871-889-5495 On-call Teeluiical Support (available 24 hours, 7 days a week): 415-637-0520 Fax: 415-522-5215 Web: Site: www.granicus.com Email: support@granicus.com 10 Version 3.9 ww� granicusa 74Teh�ma St , San Francisco, CA 94105 415.357..36.18 June 14+fi,2005 To: City of Cupertino Rick Kitson Via email Rick, Granicus looks forward to developing a successful long-term relationship with the City of Cupertino. By selecting Granicus as your streaming media solution provider, you will greatly improve external and internal access to your public meetings. These meetings will be available live over the Internet; and as searchable archives that can be used for efficient longterm record keeping. Streaming with Granicus improves public access beyond what can be provided through cable broadcast. The availability of searchable archives allows a section of any meeting to be retrieved at anytime using a simple keyword search In addition,documents like staff reports,agenda's,and minutes can be synchronized and linked to your audio and video archive all of which will be available through the City's web site While public meeting broadcasts are a compelling and popular use of your Granicus solution, your system can be used by all city departments to present video content internally or externally over the web. Other cities use the Granicus solution to deliver public education content,public service announcements, and video on demand training. The Granicus solution delivers the functionality desired by the City of Cupertino, and does it in a way that minirnizes the overall cost. Our proposed solution integrates with your current infrastructure and audio video equipment instead of replacing or duplicating it Additionally,the storage and distribution of your streaming content is offloaded to the Granic :5 Media Center eliminating your need to invest in additional dedicated bandwidth and servers, which are necessary to support streaming By automating processes that would normally be done manually the Granicus MediaManagerTm software also minimizes the impact streaming has on staff time, and eliminates the need for the IT staff to be on hand during meetings. Agenda items can be indexed in real time, and archives are automatically published to the City's web site minimizing the involvement of your Webmaster. Because meeting archives are readily available on the Internet,the need for the clerk's office to retrieve and prepare meeting records will also diminish over time. At Granicus,we recognize that a great product is only part of what keeps our clients satisfied For that reason, Granicus provides 24/7 technical support and onsite user training. We also take full responsibility for maintaining and monitoring the technology that powers your solution,so that you can avoid the cost of developing a team of streaming experts. When you need us we will be there to help. If you have any questions about our services or this proposal please do not hesitate to contact me. Most Sincerely, Tom Spengler Chairman and Chief Executive Officer Granicus,Inc. r 74 Teh�lrna:'9t, Say Francisco. CA 94106 415.357.3618 Proposed Solution Pricing Your Gra.nicus solution was designed based on the City of Cupertino's specific streaming needs. Our pricing reflects our commitment to supply our customers with the highest value and utmost quality. Your solution consists of the components detailed below. Granicus Media Manager Hardware(Provided by City) Configuration Hardware(Provided by City) $0.00 Software $450.00 Software Basic(one encoder/parser) $4,500.00 MinutesMaker $6,750.00 Enterprise $3,600.00 Bundle Discount ($2,250.00) sales Tax 8.25% $1,039.50 Subtotal $14,089.50 Professional Services&Other Hardware Hardware Osprey 540(Provided by City) $0.00 Training Not Included $0.00 Remote Installation $500.00 Web Site Integration $5,500.00 sales Tax 8.25% $0.00 Subtotal $6,000.00 Shipping $25 First Months Managed Services $850 Total Bundle Discount ($2,250.00) Total Sales Tax 8.25% $1,039.50 Total $20,964.50 �e Total Monthly $850.00 r - 74 Teha ma'St ""San Francisco; CA 94105 415:357.3618 Granicus Managed Services All managed services plans are billed on a monthly basis,and require the first month be paid during the initial setup of your Granicus solution. All plans ind,Lde full Managed Services,complete monitoring and maintenance of your on-site hardware and 24/7 technical and user support for your complete solution Managed Services also includes all software upgrades and bug fixes for all of the City's Granicus software components. The goal of our Managed Services program is to help the City realize the highest level of value and satisfaction from Granicus solution,without incurring additional or unexpected costs. Granicus Managed Services include the following: Technical and User Support Granicus offers continuous customer support and is dedicated to ensuring that the City,is completely satisfied with Granicus products and services. Granicus staff is available to the City 24hrs a day,365 days a year,via the contact info below. Direct(8.00am to 6lOpm Paafw tulle):415-357.•3618 Toll Free (8.00am to 6.00pm Pae*lime):877-889-5495 On-call Technical Support(aualable 24 born, 7 days a nvek):415-637-0520 Site: i,:d oran. s. om Email:support®granicus.com Monitoring As part of the City's Managed Services Granicus will continually monitor,on a 24/7 basis,all the software and hardware included in your solution Should any malfunction appear,Granicus will immediately notify the City and proceed to resolve the issue. Granicus is committed to repair or replace any non-functioning hardware,provided directly from Granicus,within 24 hours for up to 3 years. Software Upgrades Granicus provides its software as a"Lifetime License",and all software upgrades are included as part of your Managed Services program. This includes both the rights to use the upgraded software and any services required as part of the upgrade process. I,Andwidth and Storage Through Granicus Managed Services we will provide all of the bandwidth and storage necessary to utilize your solution. The Granicus Managed Services plain includes "Unlimited Bandwidth" for streaming the City's live and on-demand content over the Internet through the Granicus Media CenterTM. The Granicus Managed Services plan also includes 12 months of archiving for all public meetings and 20 hours or 3 Giga bytes of storage for additional content at the Granicus Media CenterTM. Additional storage beyond the 3 Gigabytes can be purchased at 5 cents per megabyte per month. nicus• 74 Teharna St ,San Francisco; CA-94105 415.357.3618 Project Implementation Timeline Granicus,is pleased to begin a promising and successful relationship with the City of Cupertino. To begin the process,we have outlined a timeline to ensure the efficient and organized implementation of your Granicus solution.Granicus guarantees a 30-dap implementation period,which begins the day the service contract and initial fees are received. 1. The City of Cupertino delivers signed proposal and service contract to Granicus 2. Pull purchase order is issued by the City of Cupertino. 3. On site installation project plan completed b r Granicus&the City of Cupertino. 4. Hardware built.configured and tested by Grunicus engineers 5. Granicus in conjunction with the City Webmaster will complete the City of Cupertino's website Integration 6. Granicus completes onsite installation and provides onsite training for the City of Cupertino. 7. The City of Cupertino completes two-day solution testing and final implementation sign ofE 8. The City of Cupertino releases remaining project funds to Granicus. Unless otherwise stated in a program announcement or solicitation,this signed and accepted proposal must be received by July 151�,2005. Sign to Accept proposal. Granicus,Inc. Return to representative on 74 Tehama San Francisco,CA 94105 The City of Cupertino Granicus,Inc. Client Signature; Signature: r Date: G • f Date: granicus _ 74 Teharna fit., S6n'F60djsbo, CA 94105 415.357.3618 Professional Services Description Con ratios: Configuration of Granicus hardware includes the assembly of all server and encoder components. Base operating systems are installed on Granicus or client supplied hardware. The hardware and software is optimized for streaming media applications. Granicus software is then installed and initial configuration and testing is performed Il7eb Site Into .ration: Web site integration includes incorporating the public components of the Granicus Media Management7m software into the clients website, matching die look and feel, and integrating the navigation. This service also includes the custom design of a client specific pop-up video player,or skin, and a custom agenda parser to increase indexing quality and efficiency. In addition,our MinutesMaker feature can be customized to provide automatic generation of cross-linked meeting minutes to meet your specific needs. Onsite Installation&Trainit Onsite installation of hardware at client's location includes configuration of- analog audio and video feeds to the encoder,Internet and LAN connectivity,configuration of firewalls and proxies,all hardware with power and backup power supplies,and final system configuration with the Granicus Media Center. Once the system is up and running Granicus'engineers finish the setup by tuning the audio and video remotely. A training session concludes the onsite visit. Once the system is installed,our engineers will remotely monitor your equipment to assure that it is continually operating to original specifications. • 74 T arna St,San Frdrlcisco,.CA.941 Q5 415.857.3818 Granicus MediaManagerT" Software Granicus MediaManagerTM consists of proprietary web-based software tools designed to efficiently organize and manage your streaming content These tools put the control of broadcast activity, user account management,live event management,and usage reporting in your hands. The software has been broken up into for segments to meet the unique needs for a Variety of Cities and Counties. These three components are: 1)Media M;magerTM—Basic,2)MediaManagerTM—Enterprise, and 3) MediaManagerTM, - MinutesMaker. Each of these components are described in detail below. MediaManagerTM-Basic is the foundation technology of every solution and is required before adding the Enterprise or MinutesMaker software modules. MediaManaLyefr"=Basic Public Site: Our solution includes several pages for your Internet users to access on-demand media and live broadcasts. Users will use these pre-built pages to search out specific footage,and jump to specific events within your audio/video archive.The Granicus solution also allows for a key word search based on all of the index points associated with the City's comg[ete library of video archives. This functionality substantially increases the convenience of access to and use of meeting archives. Around these core pages you can instantly control user access using a registration and tog in system. All public web pages are seamlessly integrated into your current website:, so that the look and feel of your site remains consistent The MediaManager— Basic software license allows for one custom build archiving listing page, and one video skin. By adding MediaManagerTM—Enterprise you will the ability to create and customize an unlimited number of public pages by utilizing our templates and views tools. See MediaManageirm-Enterprise for more information. Protected Administration Site: As a client of Granicus, you will have access to a Nveb based administrative site that will allow you to create and manage archives, schedule and index live events,link documents and minutes of meeting to the video,view real time usage reporting,and configure content distribution. You will also have access to a series of video editing tools that can be used to enhance your on-demand content once it has been broadcasted or encoded- 0 Media Acquisition tools give you the ability to add audio and video content to your content library from a variety of sources. Utilizing the Granicus OutcastTM encoder, live events can be simultaneously broadcast and archived to the library easily and directly through the live event manager. During a broadcast you can add times stamped data, such as agenda item indices or slides,allowing you to create rich multimedia presentations. You are also given a simple media import tool that can be used to import any pre-encoded content from your desktop into your archive listing. Finally, the Granicus OutcastTM encoder, which is included with MediaManagerTM - Basic, can be used to encode your analog video by replacing the live signal with that of a standard video playback device such as a standard VCR or DVD player. In this scenario, the same capture tools for managing a live broadcast can be used to make your valued offline content available online. Granicus also offers in house from encoding from VHS or DVD as part of our professional services. tttttttttttl • Say Francesco; CA 94105 415.357.3618 • Automatic Live Event Scheduler and Archive Publishing - Live events, such as City Supervisors meetings,can be easily scheduled to be both broadcast live and archive through the Granicus Live Event Manager. By utilizin; this tool, the City will not require staff time or technical assistance to start, stop or archive their live events- Archives are automatically transferred from the Granicus OutCastn't encoder to the Granicus MediaCenterTM and automatically published the City's web site. These features substantially decrease the need for staff time to manage content creation and publishing to the City's web site. • Media Clip Admtrtlstw on provides clients the tools to create, edit, delete, index, trim and merge digital video clips. Once the media is in the archive library you can utilize indexing tools that allow you to set multiple `Jump To" points into the video, providing your end user the ability to easily navigate your streaming content Various other editing and organizational tools allow you to modify your archives and add. to the searchable Meta data associated with each archive. • Meeting Agenda Parser allows the City to index its video archives based on agenda item tides, by automatically pulling the agenda item titles and descriptions from the City's agenda and loading them into the Granicus MediaManagerTm. These agenda item tides are than loaded into the live event manager,which allows you to index your video in real time by simply clicking on an agenda item title and pressing enter whet❑ the council or board begins discussing that issue. Other solutions, if they offer indexing, force you to manually retype and load the text for each agenda item The Agenda Parser feature assures quality indexing and substantially decreases the staff time need to create indices. • Searchable Indexes—Audio and Video archives,which are viewable over the Internet;can be easily indexed with multiple jump points through the Granicus MediaManageirm software. These indexes allow users to jump directly to the specific point in the City's audio/video archive. The Gracucus solution also allows for a key word search based on all of the index points associated with the City's complete library of-video archives. For example a key word search on "Water" will return to the user a direct link to all of theaudio/video archives, which discuss water usage in the City. This functionality substantially increases the convenience of access to meeting archives. • Searchable Closed Captioning--The Granicus solution supports the use of closed captioning and the association of the captioning with the streaming media. Captions are viewable during live and archived streaming for full ADA compliance. For archived meetings the captions can also be searched by key words allowing the user to jump to the appropriate point in the video archive. In addition captions can also be used to create a transcript for a particular agenda item through the Granicus MediaManagerTM Software. • Document Management enables documents to be manually loaded and linked to video archives and directly associated to the appropriate agenda items,resulting in a searchable archive that includes both the audio/video record of your meeting and the staff reports or other documents that were used during the meeting. Cross-linking documents and audio/video archives provide the most comprehensive records archive system available. To improve the efficiency of integrating and linking your meeting documents with your meeting audio / video see the Document management Integration option included with MinutesLinkerTM. • CD Download with Indexing—Audio/Vkleo Archives can be quickly downloaded and burned to CD by any administrator of the Granicus solution. The CD download also includes the ri granicus- 105 415;357.3618 agenda item indexing information so users of the CD can still jump directly to the agenda items they are interested in. This tool conveniently provides offline copies of your meetings for those citizens without Internet access. • Media Delivery subsystems, such as the Granicus StreamReplicatorTM and MediaVaultTM, maximize your existing infrastructure investrnent by allowing you to deliver content using local storage and bandwidth when appropriate. These systems function transparently as part of the Granicus solution, and complement the robust delivery architecture at the Granicus MediaCenterTM. No special training is required to operate these devices as they function autonomously and are controlled by Granicu;MediaManagerTM software. • Summary Reports provide you with detailed usage reports concerning.streaming requests, average user bandwidth,outbound bandwidth,content popularity,and media storage usage. MediaManagefm- Enterprise • User/Group Adminlstradon provides clients with the tools to set login and registration requirements and create new user accounts. Tools are also provided to manage and utilize the account information for registered users and export valid e-mail addresses into a quick mailing list Most importantly,the group management tools allow you to categorize your media library, automatically limiting a users access to those clips that you specifically made available to them. By creating group administrators who control certain clips and managing users accounts,you can distribute the responsibility of managing your media library. • Access Control—Access control for content and groups of content allows you to define exactly who can access what content and from where. Access control can be based on IP address, username/password or both. • Complete Template Languaige—The GuLnicus MedisManagerr" software uses a tag-based template language to display all published content This allows you to finely control the look and feel of your video and video-related pages,and does not restrict your layout like a header/footer based publishing system would By utilizing the Granicus MediaManagerTM-Enterprise license you can create and edit an unlimited number of publishing templates. These templates can be easily managed through our HTML editor by-Four webmaster. • Yews System—The views system is the counterpart to the template language. The Granicus MediaManagerTM software allows you to publish video archives and a list of upcoming live broadcast to the web by creating views. To create a view you simply select the appropriate template and specific content you would like to have published. For example, a city may want to publish all of its City Council archives and the upcoming live broadcast of the City Council meeting on one webpage. To do this simply select the City Council archive folder and City Council event and then select the appropriate: template. This will generate an HTML webpage with the appropriate look and feel and content Link this page into your existing website and your ready to go. granic use4 74 Tehama St , San Francisco. CA 94105 415.357.3618 MediaManaeerTM-MinutesAfiikerTM • Granicus b inutesMakerTM acts as a substitute to the City Clerk's current live audio recording equipment and minutes annotation tools-,making it simple to annotate your meeting minutes live during the meeting. By using the Minutes Maker software you can capture motions,votes,and discussion summaries as they occur leaving you with minimal annotation work the next morning The MinutesMakeirm software logic is based on Robert's Rules of Order and standard parliamentary procedure. Thus,allowing the system to easily record a variety of motion types including,amendments,substitute,and free firm motions. In addition,the system easily handles updating of the role call during the meeting,recording the times that voting members join and leave a meeting. Votes are recorded live through a simple interface,which defaults all members to yes or absent based on their current attendance at the meeting. Every item that is annotated through the software is automatically linked to the audio and video record of your meeting as you type,enabling very efficient cleanup of your minutes after the meeting. If the Clerk does need to review the audio of the meeting the next day in order to update their minutes,you can simply click on the text of your minutes and the MinutesMakerTm software will play back the audio and video from that precise point in the meeting. While you are watching or listing to the meeting record you can simply and quickly edit the Next of your minutes.As a result, you will no longer have to spend hours fast forwarding and rewinding through the audio tape of your meeting in order to finish you minutes_ • Minutes Templates are utilized to format the look and feel of your minutes document Using the minutes template tools Granicus will ctevelop an HTML minutes document that looks virtually identical to your current minutes format: However, the new minutes document will include links to the audio / video archive of your meeting as well as links to the appropriate supporting documents like staff reports for that meeting. • Searchable Voting Record Report—In addition to publishing your minutes to the web the Gtanieus MeetingManagerTM also generates a voting record log. The voting log simply displays the agenda item or motion and each members vote in a web ready table- The voting log is displayed in a simple table, but also allows for search for voting and attendance records on a particular voting member or by a keyword in the agenda item tides. • Mobile Encoder Option—The Granicus MeetingManageirb,also enables you to utilize the Granicus MobileEncoderTM. The MobiileEncoderTm will allow you to utilize an of the functionality of the MinutesMakerTM to retort and index the audio/video of your meeting,and take your meeting annotations at a remote loattions without Internet access. When you return to your office,you can simple upload the audio file to the Granicus Media Manager. At which point it can be automatically published to the city's web site or edited just like the meetings that take place in the council or board chambers. • Document&Agenda Management Integration—Granicus MeetingManagetTm allows for the integration of the Granicus Streaming media solution with a document management or agenda management solutions in order to creaire the most complete and accessible archive of your public meetings and legislative history. Granicus and its partners are working together to produce a system that will archive and manage all aspects of your public meeting records. This granicusa 74 Tehama St;San Francisco. CA 94105 415:357.361$ includes meeting agendas,minutes,documents and audio/video recordings. All of these media types are automaticaIly synchronized and cross-linked allowing for intuitive web based search and retrieval of information. In addition,the document and agenda management integration will allow the two systems to automatically share information and streamlining your agenda and minutes workflow. • Voting System Integradon-Gramcus MiniitesMakerTm is required for integration with the Granicus VotingSystemTm software. The Granicus VotingSystemTM workQow is integrated tightly with the Clerks use of the Granicus MinutesMakerrm software,which together allows legislative motions,votes,and attendance information to be recorded directly from the council member's finger into the clerks meeting minutes. Additional detail regarding the Voting system functionality can be found below. • 74'Tehama 5t 5ar+ Fr ncisGo, CA 94105 415-357.361 S Granicus MediaCenterT"' - Content Management and Delivery To deliver reliable,high-quality audio and video content over the Internet you must have a secure and scalable distribution facility able to support hundreds or thousands of concurrent users;with this as our goal we created'the Granicus MediaCenterTK The Granicus MediaCentcrTm enables us to store and distribute your content over the Internet to ensure your audience consistently receives a high quality strearrL How it Works The Granicus MediaCenterTM is the core of all Granicus Internet broadcast solutions. This secure and reliable facility stores and distributes rich-media event;to the public over the Internet Live streams are encoded at your location and one stream is sent to ow-streaming servers at the Granicus MediaCenteirm. Archive files can also be uploaded directly to our semen. Your streaming content will be available through your web site,but the Granicus MediaCenter"m handles all requests for both live and archived streams. The only streaming that will travel over your network is the one stream per source,you are sending to the Granicus MediaCenteirm. The Granicus MediaCenterTm is well equipped to handle all of your streaming needs. It has direct redundant Internet connectivity at optical wavelength speeds to a variety of major Internet backbone providers,including Qwest Communications,SBC/Pacific Bell and others. In addition to providing standard Internet Data Center power facilities the Granicus MediaCenterTM has the significant added benefit of being a Designated Block 50 facility.Allowing the facility to be exempt from rolling blackouts. MediaCenteirm Features; • Flexible Storage Programs • Flexible Distribution Programs • 24/7 System Support • Redundant Storage • Redundant Network Connections 74 Tehama'St,San Fraric tco, CA 94105 415.357.3618 Granicus Outcast'" Encoder - Feature Rich Encoding The Granicus Outcast encoder coupled with the Granicus MediaManagerTM Software makes live streaming and archiving a simple and hands off process. Most encoders simply convert an audio video signal into a digital format that can be used for streaming,the Granicus OutcastTM does much more. Using the Granicus OutcastTM with your Granicus solution allows for live event scheduling,automatic web publishing,lire indexing,slides,closed captioning,and automatic archiving and file transfer to distribution servers How it Works The OutcastrM Encoder integrates with the web-based:Granicus MediaManagerrm software and transfers live broadcasts to the Granicus MediaCenterTm in real time. The Granicus MediaCenterTM then duplicates and distributes your high quality audio and video content to the audience requesting the content. While broadcasting a live event,the on-site Granicus OutcastT*4 Encoder can also archive your broadcasts for on-dernand viewing later. Once your broadcast is complete,the encoded event is automatically transferred to the Granicus MediaCenter"m where our suite of streaming media tools are accessible for editing,management and publishing fun.-.tions. OutcastTM Encoder Features: • Live&Scheduled Broadcast Control • Automatic Archiving • Multiple Bit Rate Support • Automated Broadcast and Archive Publishing • Live event management:Indexing,Slides,and Closed Caption iz '0 `�' , c� f" o bus ww� ° s "Vol05, A ` r XROV" �X: -ig - � s � t yes flfjr//rr � "" E g',,"gof E k,f ,. t _ a $ � t � y RN. y s s s k �' -f f n� F Proposal presented to Kimberly Smith, City Clerk 10300 Torre Avenue Cupertino, CA 95014 4/1/2010 568 Howard Street,Ste 300 �� 'c u C www.granicus.com Francis California 94105 Nd 415 357-3618 ww.granicus.com.cam City of Cupertino 4/1/2010 Kimberly Smith, City Clerk Via email Dear Kimberly, Thank you for being such an important part of the Granicus family. It's been a pleasure to learn about the expanding needs of Cupertino. We look forward to continuing a rewarding, long-term relationship with you. We've prepared an upgrade proposal containing Granicus products and services tailored to your organizational and fiscal requirements. By choosing to enhance your Granicus solution, more of your organization will experience what you've already realized: that we're a trusted partner. And we have the best products, services, and partnerships that help you meet all of your legislative information needs. At Granicus, our service-driven model ensures your critical applications are installed quickly and run effectively with 24/7 tech support and proactive monitoring. You'll continue to receive unlimited web-based training and a dedicated account manager who understands your solution inside and out. Our aim is to help you achieve your goals most effectively. Again, thank you for choosing Granicus, and we look forward to working with you. Most Sincerely, Sofie Peedu Account Manager Granicus, Inc. • 568 Howard Street,Ste 300 � € b r a n icus, San Francisco,California9410.5 San rant www, ranicusxorn forma 94105 Proposed The Granicus integration with Agenda Manager v.7 automates the agenda work flow. Eliminate the need to duplicate agenda work; simply create the meeting agenda and export to Media Manager directly from Agenda Manager.The export will create a new Media Manager Event with the agenda items and related documents already included,thus eliminating the need to re-enter this data into Media Manager. From this point on, continue to use Granicus applications as normal. Recurring Cost .Cter„ Cost ... ..._ .. ..__.._..._ ......._ . Monthly Managed Services $180.00 This Proposal was generated by Sofie Peedu of Granicus, Inc. on 4/1/2010 and it expires on 10/1/2010. *Price and hardware model are subject to change after 90 days without prior notice. i Additional stiles tox may apply depending on your organisation's tax status and the tax laws,unique to Your'state,county and/or rnumcipality, DetailUp-Front Cost This Proposal was generated by Sofie Peedu of Granicus, Inc.. on 4/1/2010 and it expires on 10/1/2010. +'Price and hardware model are subject to change alter 90 days without prior notice. (Additional=alas tax may apply depending on your organizatiows tax status and the :ax laws unique to your state,county and/or municipality. granicus. Your Granicus Product Ei Service Overview gr,anicus, ,, Client Granicus is committed to the success of its clients and to showcasing them as technology innovators, thought-leaders and industry experts. We are frequently asked by media and industry analysts to recommend Granicus customers to speak about technology trends in government transparency, public meeting management and citizen engagement. As a participant in the Granicus Client Success Program, you can generate positive exposure for your organization, your constituents and your services. You may be asked to participate in activities such as press releases, case studies, testimonials, speaking engagements, and referrals. • Press releases and media exposure activities help promote your innovative use of Granicus solutions through publications in local and national media outlets. • Case studies and testimonials are written or video presentations of your experience with using Granicus technology to overcome specific business and technical challenges in your organization. • Speaking engagements provide the opportunity to highlight your achievements in delivering better public access and legislative management through forums such as tradeshows, user conferences and virtual seminars. • References and referrals are a way to recommend us to other potential clients that could benefit from using Granicus solutions in their organization. GRANICUS,INC.RENEWAL AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of July 26, 2011 (the "Effective Date"), is entered into between Granicus,Inc. ("Granicus"),a California Corporation, and the City of Cupertino(the"Client"). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services;and 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, u► use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibits A and B. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein contained,the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. LI 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 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software Iicense as described in Section 2.2 hereof. 2.3 Limited Warranty,• Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. In the event Client believes (1)there has been a breach of this agreement by Granicus, or (2) that the Software or maintenance services described herein have not been provided as contemplated by this agreement, Client shall notify Granicus in writing of the nonconformance and provide Granicus a reasonable Page 1 opportunity to correct or replace the defective Granicus Software and/or services (cure). In the event that Granicus' efforts to cure reported nonconformance does not result in a resolution of the dispute, Client's remedies shall be limited to termination of the Agreement and refund for any products returned or services paid for but not rendered. Damages recoverable by Client shall be limited to such sums as Client has expended under this Agreement and shall not include damages for loss of use or other consequential or indirect losses or damages, however caused. In the event of termination, Client shall have the right to solicit and engage a replacement software and service provider to provide the items and services contemplated under this Agreement. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof,except as expressly outlined in the Proposal. 3. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibits A and B. 3.2 Monthly billing for Managed Services shall begin forty-five (45) days after the receipt of a frilly executed Agreement or the receipt of a purchase order for the up-front costs, whichever occurs first,as agreed upon in Exhibit.A. 3.3 Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly basis,no later than the first day of each month in advance of services. Granicus,Inc. shall send all invoices to: Name: Title: Address: 3.4 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPI percentage rate(as found at The Bureau of Labor and Statistics website http•//www.bis.go_v/CPIs or three (3) percent a year on Client's Managed Services Fee, whichever is larger. 3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight(48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. Page 2 (b) Online Training. For any cancellations within twenty-four(24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 3.6 Additions. Granicus,at its' sole discretion, may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings,or improve user satisfaction. During the initial period, of this Agreement,the customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. At contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted,including, if applicable,the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation)to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i)infringes any third parry'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 interfera,with, intercept, or expropriate any system,data, information,or property of another. S. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit E. 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 to the Client pursuant to Section 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 provided in Section 5 hereof), limited license to use the other part's Trademarks as is reasonably necessary to perform its obligations under this Agreement,provided that any promotional materials containing the other part's trademarks shall be subject to the prior written approval of such other party,which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus expressly Page 3 disclaims any and all express or implied warranties,including but not limited to implied warranties of merchantability, non-infringement of third party rights, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption,Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages,whether foreseeable or not, including but not Iimited 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 amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence,statutory or otherwise). 7. INDEMNIFICATION 7.1 Licensee shall defend, indemnify and hold Licensor harmless against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys' fees) that arise directly or indirectly out of or from Licensee's breach of this Agreement or the use of the Technology by Licensee or by others to whom Licensee has provided access to the Technology. 7.2 Licensor shall defend, indemnify and hold Licensee harmless against any and all claims, damages,losses, costs or other expenses(including reasonable attorneys' fees)that arise directly or indirectly out of or from Licensoe's breach of this Agreement. 8. CONFIDENTIAL INFORMATION&OWNERSHIP. 8.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business,technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals,know-how and any other information or material),disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, ora'lly, electronically, or by inspection); provided, however,that Confidential Information shall not include the Content that is to be published on the website(s)of Client. 8.2 Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Paige 4 Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 8.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or(iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall(i)notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 9. TERM 9.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (18) months after the date hereof This Agreement shall automatically renew for an additional three (3) -terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 9.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access cr use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client has the right to keep any purchased hardware, provided that Client removes and/or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution("Open Platform Hardware'), Client understands that upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware ► ust be returned within fifteen (15) days of termination, and must be in substantially the same condition as when originally shipped, subject only to normal wear and tear;and (c) Client shall immediately return the 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. 9.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1,2.4,3,4, 5,6.1,6.2,7, 8.3,and 10 of the agreement, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; Page 5 (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestanips, 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. 10. PATENT COPYRIGHT AND TRADE SECRET INFRINGEMENT. 10.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. I it that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control,if any,Granicus will refund to Client all license fees paid by Client under the current Agreement. 11. MEDIATION AND ARBITRATION. If any dispute, controversy or claim arises under this Agreement,the parties shall negotiate in good faith to settle the matter. If the parties are unable to resolve the matter within a reasonable time,the parties shall submit the matter to mediation by a trained mediator approved by both parties,the cost of which shall be shared equally by the parties. Any dispute,controversy or claim arising under this Agreement not resolved through mediation within a reasonable period of time(not to exceed 90 days) shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date ofthis Agreement. The place of mediation or arbitration shall be San Francisco, California. Nothing in this Section shall preclude any party from seeking injunctive relief or other equitable remedies(whether prior to or during such mediation or arbitration) if necessary to protect the interests of such party. 12. MISCELLANEOUS. 12.1 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. 12.2 Governin 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. 12.3 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 Paige 6 force and effect. 12.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 12.5 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. 10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third 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. [The remainder of this page left blank intentionally] Page 7 This Agreement consists of this Service Agreement:as well as the following exhibits,which are incorporated herein by reference as indicated: Exhibit A: Proposal ; Exhibit B: 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: Ed Roshitsh i I(s: Chief Operating Officer Address: 600 Harrison Street,Suite 120 San Francisco,CA 94107 , CITY CUP RTINO By: Name: 'I)AIJ t w j Its: -- A"w' Address: i-,,�,y.�I rrri u ,G� r-1so l 4 Elate: y1 2�6 f AO t I ' I l f Page 8 i Granicus Platform and Suites Proposal City of Cupertino, California April 6t",2011 Dear Rick,Nidhi,and Mariyah, Thank you for continuing to consider Granicus.It was a pleasure to meet with you all on-site and learn more about your specific needs and how we can help you leverage your Granicus solution to its full capacity.We look forward to continuing our rewarding,long-term relationship with the City and I, personally,look forward to working with you more closely. On the following pages I have included a budgetary quote for the Open Platform as well as a Suites conversion to migrate to our Government Transparency and Meeting Efficiency. Please contact me at 415 357 3618 x 1756 at any time with follow up questions. Most Sincerely, Bobbi Jo Price Account Management Team Manager Granicus,Inc. Page 10 Open Platform -- Unified Encoder The Granicus®Open Platform allows you to stream an unlimited number of meetings and events online. Publish all your content online with indefinite retention schedules. Rely on the Open Platform's Unified Encoder to give you unlimited bandwidth, storage,and intelligent routing. You can also access a library of community content and start publishing videos immediately. Finally, leverage an open architecture and connect in-house or third-party solutions to Granicus. • H.264 encoding for streaming on all devices(when out of pilot and available) • Stream unlimited meeting bodies and events Indefinite retention schedules • Additional level of file redundancy with local copy storage on the local encoder • File transfers to the Unified Encoder first, then to Granicus • Intelligent media routing--Internal vs External o Live and on-Demand viewership • Open architecture and SDK o Access to the Granicus Open API Granicus Government Transparency The Government Transparency Suite gives your citizens access to public meetings and records online.Take the next step towards greater transparency and link related documents to your video, offer your full agenda packet, and provide keyword searching of archives. Reach a broader audience through downloadable formats(MP3, MP4) and make video available offline. Granicus' reporting tools give you a detailed analysis of visitor statistics to help you better understand viewership trends. • Podcasting Services—mp3 and mp4 downloadable formats with iTunes integration o All Superior archive content • Document linked agenda template o Flexible template can be used by multiple meeting bodies • iLegislate mobile legislative agenda application o Agenda packet reader and notation tool for elected officials • Advanced Search • Closed Captioning eligible Page 11 Meeting Efficiency Suite The Meeting Efficiency Suite is an automated solution that combines minutes with a meeting's recording. Capture and publish minutes, saving staff time and cutting administrative costs. Record roll-call, agenda items, speakers, motions,votes, and notes through a simple interface. After the meeting, finalize minutes quickly and easily in Microsoft WordTM. • Meeting preparation tools • Live minutes automation • Microsoft Word Add-in • Quick notes and text expansion • Minutes editing and publishing Generate linked minutes • Vote Log City of Cupertino Investment Unit Up-Front Monthly Item Quantity Pricing Cost Cost Open Platform with Unified Encoder I -Suite $0.00 $300.00 Government Transparency 1 -Suite $0.00 $20.00 Meeting Efficiency(includes I -Suite $2,790.00 $0.00 Professional Services and training) Shipping $125.00 $0.00 Sub-Total $2,915.00 $320.00 Tax $0.00 $0.00 Total $2,915.00 $320.00 *** NOTE:The pricing in this preliminary proposal is SUBJECT-TO-CHANGE.While this preliminary proposal will provide you with our best possible estimate of what your solution will look like,it is not considered complete until a network assessment has been completed.our goal here at Granicus is to make sure that every new client has a successful deployment and to make sure that our products exceed your expectations.We believe that spending the time to accurately conduct an assessment of your network and documents will help us meet our goals and will ensure that you have the best experience possible.*** Page 12 EXHIBIT B CURRENT SOLUTION Granicus Products and Services City of Cupertino, California Current Solution Media Manager Basic 20 hours of non-meeting content Unlimited bandwidth 12 months of archiving for public meetings Media Vault/Stream Replicator Audio/Video Podcasting RSS feeds 24/7 Support 24/7 System monitoring Search Minutes Maker ! Laserfiche integration TOTAL Monthly Managed Service .$1,230 ; Page 13 EXHIBIT C SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address,general and support-only telephone numbers,and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 568 Howard Street,Suite 300,San Francisco, California,94105. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at(415)357-3618 or toll-free at(877)889-5495. The technical support staff may be reached at(415)357-3618 opt 1 from 5:00 And to 6:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415) 655-2414, twenty- four(24) hours a day, seven (7)days a week. (c) Internet and E-mail Contact Information. The website For Granicus is E-mail may be sent to the support staff at support granicus.com. 2. Recognized Client Representatives. Granicus strives to provide unparalleled support to its Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy services shall participate in and complete the training program that is suited for the Granicus Solution. Once a Client Representative completes the training, that Representative will be recognized in Granicus' internal system as qualified to receive support and ongoing education services. All Client Representatives are eligible to receive technical support services,regardless of participation in the training program. 3. Support Policy. When Granicus receives notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e-mail with(a)an assessment of the issue, (b) an estimated time for resolution, and(c) will be actively working to resolve the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus receives the Client's call or a-mail notifying Granicus of an issue or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies,as applicable to its customers and licensees generally, from time to time,upon reasonable notice. 4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required,the Client will be provided as much advance notice, if any,as possible under the circumstances. 5. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and Page 14 Client will use commercially reasonable efforts to perform all tasks in the Statement of Work("SOW"). Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to fiurnishing the Client with the enhancements/modifications. 5.1 Documentation. After the SOW has been executed by each party,a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a"time- and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION,AND CLIENT'S EXCLUSIVE REMEDY,SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] Page 15 EXHIBIT D GRANICUS,INC. HARDWARI;EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the sale of the hardware components of the Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. I. Purchase Price. The purchase price for the Hardware shall be the price specified in the Proposal. 2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Delivery is F.O.B.Granicus' point of shipment. Granicus will select the shipment method unless otherwise mutually agreed in writing. The risk of loss passes to CIient upon delivery to the carrier at Granicus' point of shipment. Granicus retains title to the Hardware until Granicus has received payment in frill of all sums due pursuant to this exhibit. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term "sale" or "purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees,or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Hardware Warranty. Granicus will provide to Client any warranty provided by the manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship,or defective materials as long as such Hardware is then under the manufacturer's warranty. 5. Service Response Time. For hardware issues requiring replacement,Granicus shall respond(via written or verbal acknowledgment) to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus or its Representatives access to the Hardware for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the repairs or replacements. 6. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved hardware. In order to provide the highest level of support, we recommend including Granicus-approved hardware in your solution. However, Granicus does afford clients with the option of utilizing their own hardware,providing that there is successful validation by Granicus technical staff. While it is Granicus' intention to provide clients that use their own hardware with the same level of customer care and continuous software upgrades,this level of service is not guaranteed. 7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE PROVIDED UNDER SECTION 4 ABOVE,THE SOLE WARRANTY ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION 1 ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING Page 16 THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS. 8. LIMITATION OF LIABILITY. GR ANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 9. Managed Hardware. Granicus provides the Client with the warranty provided by the manufacturer with respect to the Managed Hardware for an initial three year period. At the end of the initial three years,the continuing hardware needs of the Client will be re-evaluated in accordance with evolving technology. The key features of the Managed Hardware are as follows: • Robust support for hardware, O/S,and applications • 7x24x365 phone,chat and email support from certified experts • Replaceable parts include next day onsite installation and replacement Escalation management. Granicus provides the: above mentioned warranty under Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the managed 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. [end of Hardware Exhibit] Page 17 EXHIBIT E TRADEMARK INFORMATION Granicus Registered Trademarks @) granicm Granicus logo as a mark Granicus® - MediaVault Mobile Encoder® Outcast Encoder® StreamReplicatoro Granicus Trademark Names TM Integrated Public Record"U Intelligent Routing LinkedMinutes" LiveManager� MediaCentW- MediaManager" v MeetingMember MeetingServer" Simulcast Encoder"" VoteCast'� VoteCast7 Classic VoteCast`Touch Client Trademarks Page 18 EXHIBIT F TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one(1)of the following methods to obtain a copy of its Content: • Option l: Video files on DVR and a compact disc (CD)that contains the index and clip name data in CSV or XML format will be created and sent to the Client. This option may result in an additional charge to Client. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content fiom the MediaVault in CSV or XML format. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty(60)day termination period. Granicus has the right to delete Content from its services after sixty (60)days. Page 19 agranicus. re nice. taw FIRST AMENDMENT TO THE GRANICUS SERVICES AGREEMENT BETWEEN GRANICUS,INC.AND THE CITY OF CUPERTINO This First Amendment to the Granicus,Inc.Services Agreement dated July 26,2011(hereinafter referred to as "Agreement") is made and entered into by and between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicus"), and the City of Cupertino (hereinafter referred to as "Client"), with reference to the following: WHEREAS, in addition to Client's existing solution, Client wishes to transition to Granicus Legislative Management Suite, as detailed in the proposal dated April 17, 2012 which is attached as Exhibit A and incorporated herein by reference; NOW,'f HEREFORL,in consideration of the premises, the parties intend that the Agreement be amended as follows: 1.Clients who enter into an agreement with Granicus prior to December 31,2012 are eligible for a one- time promotion.As part of this promotion,Client will receive Monthly Managed Service Fees("MMS") on Legislative Management at a fifty percent(5001a)discount during the initial twelve(12)months of the agreement.Discounted billing for Monthly Managed Services will start after deployment has been completed.The MMS pricing will revert to one hundred percent(1001%)of the regular price(two times the promotion price)in year two of the Agreement.Up-front costs are not affected by this promotion. Monthly Managed service fees on Client's current services are not affected by this promotion. Compensation shall be amended to include additional costs of twenty-four thousand two hundred dollars ($24,200.00)up-front,and three hundred sixty dollars($360.00)per month in the initial twelve(12) months of the agreement as detailed above,and seven hundred twenty dollars($720.00) per month in year two of the Agreement,as detailed in Exhibit A. As amended,Client's Granicus solution shall now include all additions to the Agreement as detailed in Exhibit A. 2. Client has the right to keep any purchased hardware, provided that Client removes and/or uninstalls any Granicus Software on such hardware. However,if Client has received managed hardware as part of a Granicus Open Platfonn Suite solution ("Open Platform Hardware"), Client understands that upon termination of this Agreement,Client shall Immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware must be returned within fifteen(15)days of termination,and must be in substantially the same condition as when originally shipped,subject only to normal wear and tear. 3. Except as amended by this First Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 4.In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement,the inconsistency shall be resolved by giving precedence to the documents in the following order: A. Paragraphs set forth in the body of the First.Amendment B. Paragraphs set forth in the body of the Services Agreement vrww.granicus.com • 600 Harrison Street,Suite 120,San Francisco,CA 94107 (41 5)357-3618 ff qranicus. connecting government r IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives, CITY OF CUPERTINO GRANICUS,INC.; By By C� 5� r Ed Roshitsh 1 z" 1�. Z President Data: Date: � C. � �z_r _ PROPOSAL [The remainder of this page is left blank Intentionally.] www.granicus.com • 600 Harrison Street,Suite 120,San Francisco,CA 94107 • (40)357.3618 �gq . ------ ........... connccting sow""Ient Proposat for the City o Cur�erdnc Legislative Management Suite - Legislative Fite and Agenda Management Workflow Solution ••. ••: •. '.is .:_' .'.. -fir�--f.i:'i Proposal presented to: Mariyah E:pich Serratos Information Systems Manager City of Cupertino April 17, 2012 Proposal. 4)9ranicus. - connecting government Granicus Proposal to the laity of Cupertino December 21, 2012 Bello Mariyah, Thank you for your partnership with Granicus.We've enjoyed working with you over the past six years and are excited to support your transparency and effl dency needs. On the following few pages, you will find a breakdown of the needs that we have uncovered, our proposed solution,some of our key differentiators,and our detailed pricing. Primary Business Mission During our conversations and assessment of the City of Cupertino's primary business challenges, we discussed these common challenges with the legislative creation and agenda publishing process. • Hosted Cloud-bases solution o Access to legislative files and approval process from anywhere from mobile devices e Increase Search functionality o Partner with Laserfiche for integration • Scalable Fnterprise solution o Enterprise solution which can be expanded to different committees or commissions without an Increased cost • !Legislate is the paperless agenda application - o Over 240 clients using currently(no exl:ra steps) solutions We discussed some ways to address the challenges. Below is a list that we believe represents the best possible solutions. Having one centralized system where all documents are stored, versioning is controlled and tracked,and documents are routed through one system. Using a solution that affords the Clerk's office the ability to quickly insert additional components in the agenda packet at the last minute without adding hours of work. • Reduce any time spent by staff tracking Items down and putting together packets when it could be streamlined. z ProposaODgd connecting government impact of Success We also discussed how the City of Cupertino could measure and determine success with our proposed Granlcus solutions.The following were Items that you wanted to achieve: a Free up time for the staff members of the Clerk's office to complete other pressing projects. Have good accuracy of files/staff reports because of one system managing all staff reports and agenda packets. Additional Contingency Items 1) Creation of a Tentative Council Meeting Agenda Calendar or Pending Items Report 2) Ability to edit and save documents directly in the system,without the need to"save to desktop"and replace existing attachment,Including document attachments containing tables, graphs,maps,images,etc. ' Below you will find a detailed proposal of the solution the City of Cupertino has chosen.The proposal and pricing includes all training, software, hardware, 24/7/365 support, professional services, installation and implementation. Most Sincerely, M ike� Mike Kelly Account Manager (415) 357--3618 x1009 3 tp. a iti � • 1� (A CL E a q 2 G � 2 > 1 CL E I u / 2 � ( � . A CDk o k r � © ¥ � \ 2 j � c � to \ \ � 2 _ . CL ; / / 2 \ / ! u 2 % m `\ | / \ \ $ 2 x u / t ƒ k > § » „ | / a 2 \ # Q a © � kkt k � m � 6 0 / / rm k ƒ _ o 0 $ § k o R 2 > ¢ E / Q , c q c r ± k E k 2 v ^ \ . !. { 7 2 § e 2 to c . ' \ % : k . k Z U � I (U | Cl. to k « k S % ! 2 s o a c � 4 . , � _ ' § 7 t > s > - t 2 e % o � « " � \ § � \ \ e � I E , / / o : to K \ �\ / \ \ � k QCL �{ $ � \ j a J � ` . . fit;{i f { iel�li'• + TTf ` r 'MR4 INI PIZ` }tip -rt �t•4r,r�r ',.�,r .�_� ,,ro i�tti6-� � ?_7(,l r5 � aMar may►J5� C `�� t q 7►W 1 5 5 a 7Sa, @qranicus. - __--------Proposal connecting government Proposed Sotu ion Legislative Management Suite The legislative Management Suite offers a complete and automated agenda workflow solution. Create agenda items and assign them to the appropriate agenda, making agenda creation seamless. Item approvals are done automatically— approvers are notified when it's their turn to review. Once the agenda is generated, a minutes report is automatically created with the same data. All attendance, actions,movers/seconders,votes and notes can be captured for the public record.Seamlessly connect agenda data to the Wad to review agendas and support documents, take notes and more through the ilegislate application. This Suite also allows you to track legislation from inception through approvals and actions taken.Click here for more information on the Legislative Management Suite. • Agenda item drafting - 71 • Electronic approval process �� w.5,..,, �-=1AJ.d.d1LmY��iLawll[rS :16.� • Agenda packet generation and publication w— e Meeting minutes � ��?IR.�:t:,J!'iX.^�._.Cvve:�.._. .. • track and search legislative data ` � ; ._: _ ilF�_`�,�.,:�.��;...._.,.•..,me.:µ::: ..,,�..u:..:v,rtrr�.►�+�!.t :tprq,94?rs.:.i Managed Services Granlcus provides a comprehensive Managed Services package with every solution to ensure long- lasting success with our technologies while maximizing your solution's performance. our fully managed and hosted Infrastructure offers unlimited bandwidth, storage and the highest security standards of your data through a cloud-based platform. our remote, proactive systems monitoring guarantees faster response time, predicts problems before they arise, and helps reduce the cost of IT support and maintenance, The Granicus team works around-the-clock to ensure your applications are protected and operating smoothly. You also receive continual access to advanced learning tools and the hands-on support, knowledge,and expertise of our skilled Support Engineers and Customer Advocacy professionals. 6 Fs. +rec. ^ Y'"yr,�' off. -'� �i: }. Z`t� t. wr •�+��"j�.% f•"��'•'� granicus. Proposal connectinggovirnrocnt •--_---�_...__.,._. _--.--•_.___,.�.__._.__....... G,rfartiaus Differentiators • World's most experienced provider of government transparency, citizen participation, meeting efficiency, legislative management,and training management solutions with; o Over 900 clients in all 50 states,at every level of government o Over 31 million government webcasts viewed o More than 265,350 government meetings online • First fully integrated legislative workflow management system for local government e Open API architecture and SDK allow for seandess integrations with systems already in place • Certified Integrations provide flexibility and choice of agenda workflow solutions • Exclusive provider of a native iPad applicat'on that allows users to review agendas and supporting materials,bookmark and take notes on Items,as well as stream archived videos • Truly unlimited storage and distribution for all meeting bodies and non-meeting content • Indefinite retention schedules for all archived meeting and non-meeting content • 24/7/365 customer service and support • 97%customer satisfaction rafting,98.5%client retention rating { . One of the 100 companies that matter most in online video by Streaming Media magazine • Client Success stories are available here;i t j'www.eranicus;com/Clients/Case-Studies.aso i A00® CERTIFICATE OF LIABILITY INSURANCE DATE(MMfDDIYYYY) `,�- 12/21/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pl)licy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER (:oME• T c Barbara Hernandez IIA Anixter & Oser, Inc. PHONE (415)898-1600 FAX Nok(415)898-3922 License OE28888 E-MAIL DRESS,barbara@properlyinstared.com 205 San Marin Drive INSURERS AFFORDING COVERAGE NAIC B Novato CA 94945-1227 INSURERA:Travelers Prop Casualty Co of A 25674 INSURED INSURERB:Travelers Ind Cc of CT 25682 Granicus, Inc. INSURER C:Evans ton Insurance Comp2Ey 35378 600 Harrison St. #120 INSURER0: INSURER E: San Francisco CA 94107 INSURERF: COVERAGES CERTIFICATE NUMBER:CL12130616!5 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE:BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION CF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF I ADDLSUBR NSURANCE POLICY EFF POLICY EXP POLICY NUMBER LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrencel 300,000 A CLANS-MADE Fx-]OCCUR ZPP12N450521215 /1/2012 1/1/2013 MED EXP(Any one n) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 X POLICY PRO LOC $ AUTOMOBILE LIABILITY EeMeBINdED SINGLE LIMB 11000,000 B ANY AUTO BODILY INJURY(Per person) $ ALLOVIMED SCHEDULED BA3402P4158 1/1/2012 /1/2013 BODILY INJURY(Per accident) $ AUTOS AUTOS x ]{ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accide t $ X UMBRELLALIAS OCCUR EACH OCCURRENCE $ 4,000,000 A EXCESS LIAB HCLAIMS-MADE AGGREGATE $ 4,000,000 DED I X I RETENTION$ UP12N453041215 /1/2012 /1/2013 $ A WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN X LIMITS ANY PROPRIETORIPARTNERIEXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? ff] JUS8133P87012 1/1/2012 /1/2013 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEd$ 1,000,000 IlIS es descn'be under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Errors b Omissions T-804234 1/1/2012 /1/2013 Each Clah $2,000,000 Misc Professional Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,It more space Is required) This certificate is provided as evidence of coverage ]'or the named insured. CERTIFICATE HOLDER CANCELLATION cityclerk@cupertino.org SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino City Hall 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino 95014 v ACORD 26(2010106) ©1988-2010 ACORD CORPORATION. All rights reserved. INRA26rintnn,tm Tha Or:r19?r1 nama 2nel Innn sort,►aniafararl mortra of ernpn