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2000 - Granicus, Inc. - Media Manager Software and Services ^s,p. GRAN ICU S Granicus Proposal for Rosemead, CA Granicus Contact Name:Maxwell Buccelli Phone: Email:maxwell.buccelli@granicus.com Proposal Details Quote Number:Q-96346 Prepared On:3/16/2020 Valid Through:6/30/2020 Pricing _ Payment Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Period of Performance:7/1/2020-6/30/2021 Contract End Date:6/30/2023 Annual Fees for Renewing Subscriptions LLSolution 1a Frequency Bilng11 II Quantity/Unit 111 Annual Fee Government Transparency Suite Annual 1 Each $11,457.03 Meeting Efficiency Suite Annual 1 Each $11,456.89 Granicus Encoding Appliance Software(GT) Annual 1 Each $1,284.00 Upgrade to SDI 720p Streaming Annual 1 Each $1,284.00 Open Platform Suite Annual 1 Each $2,724.39 SUBTOTAL: $28,206.31 info@granicus.com I granicus.com GRANICUS GRANICUS Remaining Period(s) LII Solution(s) ° -j� 7/1/2021-6/30/2022 ::II ::7/1/2022-6/30/2023 11 Government Transparency Suite $12,259.02 $13,117.15 Meeting Efficiency Suite $12,258.87 $13,116.99 Granicus Encoding Appliance Software (GT) $1,373.88 $1,470.05 Upgrade to SDI 720p Streaming $1,373.88 $1,470.05, Open Platform Suite $2,915.10 $3,119.15 SUBTOTAL: $30,180.75 $32,293.40 Product Descriptions [INLIamejpescriptiony` Government Government Transparency are the live in-meeting functions.Streaming of an event,pushing of Transparency Suite documents,and indexing of events. Meeting Efficiency Meeting Efficiency is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a-Service(HaaS) Suite solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution,the client will be able to streamline meeting data capture and minutes production,reducing staff efforts and decreasing time to get minutes published. During a meeting,use LiveManager to record roll calls,motions,votes,notes,and speakers,all indexed with video. Use the index points to quickly edit minutes,templates to format in Microsoft Word,and publish online with the click of a button. Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired • Up to one(1)MS Word minutes template(additional templates can be purchased if needed) Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance ,(GT) recorded,and minutes created. Upgrade to SDI 720p Upgrade to SDI 720p Streaming(requires Digital encoder and HD feed) Streaming Open Platform Suite Open Platform is access to MediaManager,upload of archives,ability to post agendas/ documents,and index of archives.These are able to be published and accessible through a searchable viewpage. info@granicus.com I granicus.com z GRANICUS GRAN ICUS Terms and Conditions • Link to Terms: https://granicus.com/pdfs/Master Subscription Agreement.pdf • This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of Rosemead,CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order,please include the following language:All pricing,terms and conditions of quote Q-96346 dated 3/16/2020 are incorporated into this Purchase Order by reference. • Granicus certifies that it will not sell, retain,use,or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. 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. !Billing Information Name: Ericka Hernandez Phone: (626)569-2171 Email: ehernandez@cityofrosemead.org Address: 8838 E.Valley Boulevard,Rosemead,CA 91770 (Rosemead,CA Signature: , VAAUAA Name: Gloria Molleda Title: City Manager Date: June 11,2020 info@granicus.com I granicus.com % GRANICUS '1. y:., GRA Cts S First Amendment to the Granicus Service Agreement between Granicus,Inc.and Rosemead,CA This First Amendment to the Granicus,Inc.Service Agreement is effective Mardi 1,2019 and entered into by and between Granicus,Inc.,a California Corporation(hereinafter referred to as"Granicus"),and Rosemead,CA (hereinafter referred to as"Client"),with reference to the following: WHEREAS,the Client and Granicus entered into an Agreement effective 9/22014(the"Agreement");and WHEREAS,in addition to Client's existing solution,Client wishes to add certain products and services as detailed in Q-56209,which is attached as Exhibit A and incorporated herein by reference,and to extend the term of the Agreement,and to revise the billing frequency of the Agreement; NOW,THEREFORE,in consideration of the premises,the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A.Exhibit A is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Unless extended by the Client or terminated in accordance with the Agreement,the term of this Agreement shall continue in full force and effect until June 30,2020. 3. Client will be billed annually each July 1. 2. Except as amended by this First Amendment,all other terms and conditions of the Agreement shall remain in full force and effect 3. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement,the provisions of this First Amendment shall prevail. IN WITNESS WHEREOF,the parties have caused this First Amendment to be executed by their duly authorized representatives. Agreethent arid.Acceptance By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. os rmead, A £ramcu$ Signature: Signature: Name: Gloria Molleda Name: ?fawn Kubat Title: City Manager Title: Vice President of Legal Date: February 20,2019 - Date: February 22,2019 n agt3ri=400m 19M tit-W.01AM GRn..t1CUS GRAN ICUS Exhibit A Granicus Proposal for Rosemead, CA Granicus Contact Name:Andrew Murray Phone:(202)407-7435 Email:andrew.murray@granicus.com Proposal Details Quote Number:Q-56209 Prepared On:2/12/2019 Valid Through:3/15/2019 Pricing Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD One-Time Fees Solution { Billing I Quantity/Unit ,1 One-Time Fee :' Frequency Granicus Encoding Appliance Hardware-SDI(AMAX)(GT) Upon Delivery 1 Each $3,500.00 Granicus Encoding Appliance Hardware-Setup&Config Upon Delivery 1 Each $875.00 US Shipping Charge C-Large Item Up Front 1 Each $125.00 SUBTOTAL: $4,500.00 Annual Fees for New Subscriptions Solution Billing Quantity/Unit ; Annual Fee Frequency Granicus Encoding Appliance Software(GT) Annual 1 Each $1,200.00 Upgrade to SDI 720p Streaming Annual 1 Each $1,200.00 SUBTOTAL $2,400.00 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. inlo@grunicus.com I granicus.com G R A N I C U S .! GRAN ICUS Product Descriptions Name ,Description Granicus Encoding AMAX Encoder with Osprey SDI Card.Used to pass commands and data from LiveManager that Appliance Hardware- include Start/Stop of webcast,indexing,and document display.Also serves to distribute video SDI(AMAX)(GT) and captions to be distributed to the CDN or Performance Accelerator. Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance (GT) recorded,and minutes created. Granicus Encoding Remote configuration and deployment of an encoding appliance. Appliance Hardware- Setup&Config US Shipping Charge C US shipping of a large item -Large Item Upgrade to SDI 720p Upgrade to SDI 720p Streaming(requires Digital encoder and HD feed) Streaming inforgaranicus:c om F granicus;com GRAN ICUs GRAN ECUS Granicus Proposal for Rosemead, CA Granicus Contact Name:Brendan Stierman Phone:651-379-6218 Email:brendan.stierman@granicus.com Proposal Details Quote Number:Q-57630 Prepared On:2/23/2019 Valid Through:6/30/2019 Pricing Payment Terms: Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Current Subscription End Date:6/30/2019 Period of Performance:7/1/2019-6/30/2020 Annual Fees for Renewing Subscriptions _ ��r Quantity/unit Annual Fes" Solution , Frequency $ i� Government Transparency Suite Annual 1 Each $10,707.50 Meeting Efficiency Suite Annual 1 Each $10,707.37 Granicus Encoding Appliance Software(GT) Annual 1 Each $1,200.00 Upgrade to SDI 720p Streaming Annual 1 Each $1,200.00 Open Platform Suite Annual 1 Each $2,546.16' SUBTOTAL: $26,361.03 GRAN ICUS info.@granicus.com I granicus,com GRAN I CU` S Product Descriptions FName Description ;Government Government Transparency are the live in-meeting functions.Streaming of an event,pushing of Transparency Suite documents,indexing of event,creation of minutes. Meeting Efficiency Meeting Efficiency is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a-Service(HaaS) Suite solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution,the client will be able to streamline meeting data capture and minutes production,reducing staff efforts and decreasing time to get minutes published. During a meeting, record roll calls, motions,votes,notes,and speakers,all indexed with video.Use the index points to quickly edit minutes,templates to format in Microsoft Word or HTML,and publish online with the click of a button. Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to one Granicus platform site • Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired • One MS Word or HTML minutes template(additional templates can be purchased if needed) ,Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance (GT) recorded,and minutes created. Upgrade to SDI 720p Upgrade to SDI 720p Streaming(requires Digital encoder and HD feed) Streaming Open Platform Suite Open Platform is access to MediaManager,upload of archives,ability to post agendas/ documents,and index of archives.These are able to be published and accessible through a searchable viewpage. info@granicus.com I granicus.com GRANICUS GRAN ICU! S Terms and Conditions • The terms and conditions set forth in the Agreement effective 9/2/2014 are incorporated herein by reference. • This quote is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of Rosemead,CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order,please include the following language:All pricing,terms and conditions of quote Q-57630 dated 2/23/2019 are incorporated into this Purchase Order by reference. • Rosemead,CA is eligible to receive up to five(5)two-day passes to the 2019 Granicus National Summit,valued at $299.00 each.The Granicus National Summit is the premiere user conference for public sector professionals across federal,state,and local government.Attendees will be provided with hands-on training led by Granicus subject matter experts,as well as opportunities to learn and network with peers and leaders in government. Granicus National Summit Dates:May 14-15,2019 • info@granicus.com I granicus.com GRANICUS GRAN ICUS ' I) Granicus Video . , A complete video solution for government Granicus Video enables organizations to build by performing keyword searches to jump directly to a content-rich library of live and archived public specific topics, making it easier for viewers to find meeting webcasts and records without hassle, the information they're most interested in. Citizens enabling agencies to reach a broader audience and can also subscribe to agendas or keyword searches further meet modern transparency demands. to get real-time notifications when new, relevant content becomes available. With easy-to-use media management tools, agencies can schedule and broadcast live webcasts Opt in to HD video for an enhanced viewing while simultaneously recording and archiving the experience or further enable accessibility and live content to unlimited storage. Agendas can be ensure ADA compliance by adding closed- imported prior to each meeting, allowing for video captioning services. Agencies can monitor to be indexed in real-time, which eliminates hours and analyze public interest through visitor and of follow up work after an event has ended. After viewership reports, which break down visitor the meeting, publish a full and integrated public statistics, including most-popular content, number record which links the agenda directly to the video. of views, length of time on site, and more to better understand the viewing audience. Empowered citizens can browse published agendas and supporting documents or save time Live event Archive videos with Searchable, indexed t, D streaming unlimited storage content Publish a complete(4 public record Closed captioning / Reports to analyze add-on for ADA IIIII public participation compliance /N7 For more info visit granicus.com/video or email us at info@granicus.com '-.. G RA N I cu s GRAN ICUS Minutes Modernize and simplify meeting minutes creation Granicus Minutes reduces labor, staff countless hours in their post- meeting and streamlines minutes creation by workflow. electronically capturing roll-call, agenda Minutes can also integrate with other items, speakers, motions, votes, and notes Granicus products to further streamline the through a simple interface. When a meeting meeting process. Import agendas directly ends, the tool transfers captured content from agenda management systems, digitally to a minutes document, allowing users capture vote results with VoteCast, and to finalize minutes quickly and easily in publish minutes alongside indexed meeting Microsoft Word. recordings using Granicus Video. With content 75-80% complete at the time the meeting ends, Minutes saves r- 17 Digitally capture Record motions, Save time in post- meeting content votes and notes �— meeting workflow Li- LI lb Finalize minutes inPublish PDF or HTML Microsoft Word (riTh.)\ minutes DOC For more info visit granicus.com/minutes or email us at info@granicus.com GR A N I CU S KC -21ff GRANICUS, INC.SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of September 2, 2_019 (the 'Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and The City of Rosemead (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 In 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. fill engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and liv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, TI IEREFORE. in consideration of the foregoing and the mutual agreements. covenants. representations and warranties herein contained.the parties hereto agree as fellows: I. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granite: Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services"shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Sen ices Fee" shall mean the monthly cost of the Managed Services,as detailed in Exhibit A. _. GRANT OF LICENSE. l Ownership. Granicus, anchor its third party supplier, owns the copyright and/or aorta in proprietary, in furmation proteutable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Cheer with a revocable. non transferable and non-exclusive license to access the Granicus Software listed in he Solution Description and a rerncahle, 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 in own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2 3 Limited Warranty Exclusive Remedies. Subject to Sections 6_I and 6.2 of this Agreement. Gran ices warrants that the Granicus Software, aS provided by Granicus, will substantially perform in accordance wish its applicable written specifications for as long as the Chem pays for and receives Managed Services. Ciieni s sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software, Page 1 2 4 Limitations. Except for the Lcense 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; (ci provide, disclose, or otherwise make available the Granicus Software. or copses thereof, to any third party or (d) share, loan. or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof,except as expressly outlined in the Proposal �. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibit A. 3.2 Fifty percent (50%) of all up front fees for all product suites are due upon Granicus' receipt of a purchase order. The remaining fifty percent(50%)of up-front tees for each product suite are due upon completion of deployment for that suite. Quarterly billing for Managed Sen ices for associated product suites shall begin upon completion of deployment of each suite. Client will be invoiced a pro-rated amount from the product suite deployment completion date through the end of the quarter. Thereafter.Client wit: be billed each January 1.April 1,July I, and October 1. Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of invoice. Client acknowledges that each suite is fully operational separate from the other purchased suites. Clients acceptance of any individual suite is not conditioned upon the acceptance of any other suite as they are separate solutions. For Open Platform. Government Transparency, and Meeting Efficiency Suites,deployment is complete once the software is installed,tested and deemed by Granicus to be ready for Clients use For Legislative Management deployment is complete once the hardware and sottwate are installed, tested,and deemed by Granicus to be ready for Client's use,and the Legistar database is configured for the Client.The database is considered to he fully configured after the foul Needs Analysis Call. S.3 Granicus. Inc. shall send all invoices to: Name: Matthew Hankeswodh Title:Assistant City Xlanager'Finance Director Address_ 8835 I- Valley B Iyd. Rosemead. CA 41470 3 4 Upon renewal of this Agreement Granicus may include (in which case Client acmes to pay 1 a maximum increase of the current CPI percentage rate(as found at he Bureau of Labor and Stntistics websire ) or three (3) percent a year on Client's Managed Services Fee, whichever is larger_Granicus reserves this option on annual basis and will not enact this provision retroactively. 3.5 framing L sage Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are enco waged to take advantage of at purchased training up-front in order to achiese the maximum amount of success with their sere Nes All purchased training must be completed within sixty (60) days of thc date of the first date of training per suite. Any purchased training not used during this sixty (601 day period will expire. If Client feels that it is necessary to obtain more training after the initial si.sta (60) day period,Client may purchase additional training at that erne Page 2 16 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled:rain ings are as follows: (a) OnsiteT©ining_ For any cancellations within linty-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 al travel expenses, iimludine any incurred third party cancellation fees. Subsequent training will need to he purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four (21)hours of the scheduled online training, Granicus. at its sole discretion, may invoice the Client for lifts (50) percent of the purchased training costs. including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 4. CONTENT PROVIDED 10 GRANICL'S 4.1 Res nsibility far Content. The Client shall have sole control and responsibility over the determination of which data and information shall he included in the Content that is to be trarsmined. including, if applicable, the determination of which cameras and microphones shall be operational a: any particular time and at any particular `peat ion. However, Granicus has the right I hut not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Grantees with any Content that, (i) infringes any third pan's copyright, patent, trademark, trade secret or other proprietary rights; t ii)simates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and a-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 unlawfcl content nr activity, (v)contains any viruses. or any other similar software. data, or programs that may damage. detrimentally interfere with, intercept, or expropriate any system. data, information,or property of another. 5 lRADEMARK OWNERSHIP. Granicus and Client's Trademarks arc listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and ti their own Trademarks. including any goodwill associated therewith, subject to the I imucd license granted to the Client pursuant to Section'_hereof. Upon any termi oat ion of this Agreement, each Par y's right LO use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other is non-exclusive, non-transferable (other than as provided in Section 5 hereof). limited license to use the other party's Trademarks as is reasonahiy 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 w ithheld. 6_ LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly pros ided herein, Granicus' sets ices. Page 3 j software and deliverables are provided as is'and Granicus expressly disclaims any and all express or Implied warranties, including but not limited to implied warranties of merchantability. and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will he 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 hut not limited to: those arising out of access to or inability to access the services, software. content, or related technical support;damages or costs relating to the loss of profits or revenues. goodwill,data(including loss of use or of data, loss or inaccuracy or corruption of data): or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy- In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract. product ::ability, or tort claim (including negligence,statutory or otherwise). 7. CONFIDEN II AL INFORMATION &OWNERSHIP. '.I Confdentialit\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 at be confidential, and includes but is not limited w all business, technical and other information l including w ithout 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 lime to time by the disclosing party to the receiving party. directly or indirectly in any manner whatsoever (including without limitation- in writing, orally, electronically.or by inspection): provided.however, that Confidential Information shah not include the Content that is to he published on the website(s)of Client. 7.2 Each party agrees to keep confidential and not disclose to arty 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 pang agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information In connection with this Agreement and then only If such Representative is either subject to a wr;tten confidentiality agreement or otherwise sub`ect to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential In hxmahon_ ' 3 ;;yeenrions. The obligations of this Section ' 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 lire; at the time of cisclosure thereat', (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 Cr gover nlental order to be disclosed by Client( provided that Client shall N) notify Granicus of such required disclosure as soon as reasonably possible prior to such disclosure. (ii)and allow Granicus a reasonable amount of time Iwlthin any time limy specified by the lass or govemmentai order)to see a protective order at the sole expense of C Tani vs. Page 4 f 8- TERM 8.1 The term of this Agreement shall continence 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 (I) year each, unless either party notifies the other in writing at least thirty (10) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon'rerminarioc. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software, terminates and Granicus has no further obligation to provide any services; (b) Client shall immediately return the Granicus Software and all copies thereof to Granicus. and within thirty (30) days of termination. Client shad deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 843 Obligations limn 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^_T, 2.4. 3, a. 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. fc) 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. timestamps. indices, and cross-referenced documentation. The Client shall also have the option to order hard copies or the Content in the form of compact discs or other equivalent format;and ;d) Granicus has the right to delete Content within sixty (6U) dass of the expiration or termination of this Agreement. 9. PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9 I Granicus' Onions. If the Granicus Software becomes, or in Granicus' opinion is Iikeiy 10 become, the subject of an infringenten: claim. Granicus may, at its option and sole discretion, !i) obtain for Client the right to continue m use the Granicus Software as provided in this Agreement; (ill replace the Granicus Software with another software product that provides similar functionality: or (iii) if Granicus dctemtines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require :hat Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and cenifv to such destruction of) all copies o ate 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. Page S 10. MISCELLANEOUS. 10.1 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 he a waiver of that provision or any further default. 10.2 Govemin. 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. 103 Construction and Severability. Wherever possible, each provision of this Agreement shall he interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable: all remaining provisions continue in full force and effect. 10.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 10.5 Force Majeure. Other than payment obligations, neither party is responsible for any de:av 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,at of war, act of terrorism. earthquake.or electrical. intemet or telecommunication,outage. 10.6 Closed Ca tp 'oning Services, Client and Uranicus 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 Granieus. Granieus is not liable for acts performed by such independent third party. [The remainder of this page left blank intentionally] Page 6 i 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: Support Information Exhibit C: Hardware Exhibit Exhibit U: trademark Information Exhibit E: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to he executed by their duly authorized representatives. GRANICUS, IN / erg,a:_ Jn sca ,, Fs_a—rt_ iC--- Its: Chief Executive Officer Address: 600 Harrison St. Suite 120 San Francisco,CA 94107 [INSERT CLIENT NAME! By: C FCbt"t YIeo CI Nance: . \ortc ^ ' nt1eaQ Its: CGe-v. I oira - of Comm tai. Address Rite' tcko\QPJI \ 1014 • Page 7 I. 0 GRANICUS EXHIBIT A PROPOSAL [The remainder of this page is left blank intentionally.] www.granicussom • CO 6 Harrison Street,Suite 120,San Francisco.CA 94107 • 0151 357.3618 , ® GRANICUS Rosemead Granicus Upgrade PRESENTED BY: Drew Baker. Granicus PRESENTED TO: Rosemead DELIVERED ON: September 02, 2014 1 ® GRANICUS IM7 o rroe-ey _ amTheo _.I-s.r,.,jrn :_r I b • j c -jS�ro �pt r:V .b IF. - _ .^rtl:na' . r. ±arz` _z. n -lcHspy -a: il.r ->„ rst!f. n9 I.fi mrr. . , .f ♦:p,'Ia .,. n - 1 _ . .. r.,_�� f cr=!rt r .. -1 -_n. e_ •T:nc .c , vn-e=.n; l I ® GRANICUS I ® GRANICUS MOMMIEMESIBEE u-E'ccin'4<Jp ,r<_-3r (LL)k ed<i-Cu Prier!:T re.* c?.e00:0 $3 3C xte I s300 oo $3:CC 00 Tr in . S12S.02 $-Sao }. pn¢-IamveIttr I ¶ 25 3L 32500 Total Hardware Upfront 4'F In Software name Quantity rt Unit(Monthly) Total(Monthly) Sr Ce 5c C.. 1 S•.: 1: 450 Er it ySu:e I >_O J1 15 Go._ kr.e . . ars- I Total Software Monthly Cost 'LiS:or r I © GRANICUS Training Name Quantity Unit(Upfront) r Total(Upfront) Sy Jr: -cnc_ar -ry`.:m_ Total Training Upfront iC:Jb Installation.Configuration,Projett Management Name Quantity I Unit BUptront) Total(Upfront Seem r,m_ICte-onig..r:aon- Sr •o S].-] �JOer-matt T'a'�sW "ncy'nom r2 }g;nnaCOr`plpanen-Cuv mmnir SG In :Se a•arage" -"Ts l.].y - : .u. "9Mt S1_J Sr l• • n:parsrty ..rte stallaLC o e , nr ....-._. SRS Dr .ale rm:d nlr r.p a r+l'a _'vfl r iafan-G;epr -n- I bn: ?p S="ecn -pnsoa�rrr;s rv•= Tonal Installation Upfront it I S9^.9 Total Upfront Cost. 55,25 Jn Total tst Year Cost: S. tier'JS; Total Subsequent Year Cost for Upgrade: 1 GRANICUS • Dpen • noeR- j ..tr!r:J.....I-IIC ;r_rr V,Ih -P..(1,,t.tR tt.r The r,., ® GRANICUS .i 4M.. Government Transparency t ' n„it rub{ yr 9! h Utz v '"�'`° .M LA.,3.* .ec + 'A "t'1 A ' sw '011a�� . Y ...Y P .. - 2 N?., iy,„t' -°fir ,-c < r 4�£t�. 7 4 r' - . G I © GRANICUS GOVERNMENT l9ANsPAPFNC'I ^i 3 'i-3c+ q }� i N ,-Fm Co Tee Illy del e dada �r,r� <nd W-%.-- �"' s E-`.. r � v'� �i} ry ff ..h "4A,i ` F E. p TO 'e k � : L a b a 'if'? £r 4 /"f 1 r .y n r Y „ .Fp {aK m ,. .a 6 N ^ 1e . r ''355 ,r _ '' ,«fir"' ..`- :at ,. 'f' - 9 1 syr yf Y `YY"t �' 2` 'Y' ...- ys2 G 1 I ® GRANICUS 'q p CCVEPNMrNT TRANSPARENCY zs�9i �y 1i .` 1WS vv nnmg lice' s e rrnuq Ly A' SC Jinn Dr QC sate, 3"C tL_erl tt4 7;'-'Y „ t. g ,Sk. P T `L- 'b bf3 T4Y3 •; y li of `, i G Q GRANICUS . f r _ I. _ r rv�. 5 r - - - _' — ._ _ _ nr - ...-.,,.t. 'Legislate, our'Chief of Sta`it en app' which has brought meeting researcn, preparation, and collaboration to the fingertips of staff and elected officials, now functions as a real-time meeting voting tool. By integra::rg 'Legislate with our VoteCast apps cation effortlessly capture votes and speaker requests live from the convenience of an iPad. Q GRANICUS • • u COI Ca IliScol r ,s ,o.. at • pays ar to Ilan MI%WC Pgrif• .r.r.rnp.••b un4n. MMM. wow p111 •• • Stet Nat ens u0 I -r © GRANICUS Benefits & Functionality Meeting Voting Made Easy Designed for simclicity, efficiency.and accuracy •Clear and simple touch vot.ng • Integrated with papertes.s agenda packet •Convenient tablet mobility •Request to speak functional ty • Real-I me sesults on public displays Convenient Pad Vcting A zero learning-curve approach to faster,smarter voting - Easy one-touch voting - Real-lime meeting synchronizing -Paper less exploration of voting Gem detals,tent,and Ii story • Intuitive design for hassle-Rae deployment anc mplementauon Streamline the Mantra Process Keep lrack&stay organizer with a real-tine data flow Pat seeps Legislate in sync S simpif es minutes creation. •Nainta n p r•eCt wl'mg acct acy •Track meeerg progress as it occurs •request to speak Iunclonakry x management •Review detailed snaoshct of iten status.speaker queue,motion.mover.seconder Instant send vote tabularnns`o digital meeling mrutes&pubic displays Ca nI'a_15 DI'fo of C C?r S I . .,.x l b.C. ,re in Ll Sp . . es 3 e.n.• _;C - r .e'i ® GRANICUS,e ra HVlSr. _ ... r.tr ali .. , meevi� n i ree:-S Win..: ,. ly . _- oro� Inm.nrN _cr -rgagerlerl ,e':Ir.i .3. . 2. 'ih "3. . 5a nom. F.:-a n se,ing en'Pan es [I C e L(r a -Vhi[n Il u+ s p ii(..S ems_inpR4 © GRANICUS signa:.ee: pate EXHIBIT B SUPPORT INFORMATION Contact Information- The support staff at Granicus may he 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 600 Harrison Street. Suite 120,San Francisco.California.9410'. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 5:00 PM Pacific lime at(415)357-3618 or toll-free at(877)889-5395. The technical support staff may be reached at(41=) 157-3618 opt I • Support Policy When Granicus receives notification of an issue from Client. Granicus, Inc customer advocate or technical support engineer will respond with notice that they wit be actively, working :o resolve the issue. Granicus, Inc will make a good faith effort to give an assessment of the issue and an estimated time fur resolution. Notification shall be the documented time that the Client either calla rr a-mails Granicus,Inc. to notify them of an issue or the documented time fiat Granicus,Inc. notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies,as applicable to its customers and licensees generally,from time to time,upon reasonable notice. 3. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. Ali 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 prey lied as much advance notice. if any. as possible under the circumstances. 4 Software Enhancements or Modifications.The Client mac, from time to time,request that Granicus incorporate certain features. enhancements or modifications into the licensed Granicus Software. Subjem to the terms and conditions to this exhibit and the Service Agreement.Granicus and Client will use commercially reasonable efforts to pertarm all tasks in the Statement of Work("SOW"). Upon the Clients request for such enhancements'modifications, the Client shall prepare a SOW for the specific project that shalt define in detail the Services to be performed. Each such SOW signed by both parties 's deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 4.I Docrnentation. After the SOW has been executed by each party. a detailed requirements Page 13 I © GRANICUS and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other infomratirm relevant to the project- Such enhancements or modifications shall become part of the licensed Graniet s Software. 4-2 AcceSWnce. Client understands that all work contemplated by this exhibit is on a "tune- and-materials" basis unless otherwise stated in the SOW. Within ten (MI business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Ganicus with wrinen notice of its acceptance or rejection of the enhancemenUmoditieation, 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. 4.3 Title to Modifications. All such modifications or enhancements shall be the sole property ut the Graticus. i. Limitation of Liability' Exclusive Remedy. IN TI1E EVENT OF ANY MTERRUPTION. GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL RE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support In[ormation] Page 14 e GRANICUS EXHIBIT C GRANICUS, INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client. for the hardware components of the Granicus Solution (the "Hardware)provided by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. Capitalized terms used hut not defined in this exhibit have the meanings given in the Service Agreement. Price. The price for the Hardware shall he the price specified in the Proposal. 2. Delisery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware. notwithstanding the me of the term "sale"or"purchase." 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 tellowing delivery of the Hardware, constitutes Clients acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications_ 4. Service Response Time. For hardware issues requiring replacement. Granicus. Inc. shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-Iwo (72) hours of determination of a hardware issue, not including the time it takes For the part to ship and travel to the Client_ The Client shall grant Granic.ss. Inc. or its representatives access to the equipment for the purpose of repair or replacement at reasonable times. Granicus. Inc. will keep the Client informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is retched Client's responsibilities will include: a. Mount server on client rack(if applicable.) h ( c-meeting original network cazies. c. Connecting original audio and video cables(irapplicable. C LIMITATION OF LL4BILITY. GRANICLS SNAIL NOT BE LIABLE FOk CONSEQUENTIAL, EXEMPLARY, INDIRECT. SPECTAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OLT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT. WHETHER SUCH LIABILITY ARISES UNDER CONTRACT. TORT (EXCLUDING NEGLIGENCE). STRICT PRODUCT LIABILITY OR OTHERWISE. EVEN IF GRANICUS HAS BEEN ADVISED OF FHE POSSIBILITY OF SEC I DAMAGES OR IF SUCH DAMAGE COULD HAVE. BEEN REASONABLY FORESEEN. M NO EVENT WILL GRANICUS' Page 15 0 GRAN ICUS LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 6. Hardware. In the event of malfunction for Hardware provided by Granicus, Hardware will he repaired or replaced as per the warranty,and as detailed in this Exhibit. Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools, and systems w ill be installed by the manufacturer chosen by Granicus within the Hardware, provided to the client. These software tools have been qualified by Granicus to allow the highest level of service for the client- While it is Granicus' intention to provide all Clients with the same level or customer care and warranty, should the Client decline these recommended tools,certain levels of service and warranty may not guaranteed. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client a three I3) year warrant. with respect to the Hardware. Within the three (3) year warranty period,Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear.defective workmanship,or defective materials. N. Use of Non-.Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades,Gran'.cus does not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware. 9 Client Changes to Hardware Prohibited, Client shall not install any software or software components that have not been agreed upon in advance between client and Granicus technical staff. While it is Granicus' intention to provide all clients with the same level ofcustomer care,Granicus does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision. fend of Hardware L hihe,] Page 16 e GRANICUS EXHIBIT D TRADEMARK INFORMATION Gran'cuv Registered Trademarks Te granicus Granicus logo as a mark Granicas• MediaVaulta' Mobile Encoder" Outcast Encoder° StreamReplicatory Granicus Trademark Names TM integrated Public Record— intelligent Routing — I.inkedMinutes Ii eManager' MediaCenter McdiaManager MeetingMember Meeting Server'+ Simulcast Encoder V of Cast' VoteCast'Classic VotcCast'Touch Client Trademarks Page 17 e GRANICUS EXHIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agrtcment, 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 t: Video.(Audio files made available through optional media: data CD, external hard drive, or Ciranicus provided FTP site. A CSV, XML, and%or database file will be included prodding clip information, andor legislative content. • 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 using the Granicus Application Programming Interface. This option shall be provided free of charge_ The Client and Granieus shall work together and make their best efforts to transfer the Content within the sits, (60)day termination period. Graricus has the right to delete Content from its services after sixty (60)days. Page 19 Io. GRANICUS, INC. SERVICES AGREEMENT 0. THIS AGREEMENT, dated as of June 10, 2008 is between GRANICUS, INC., a California Corporation and the City of Rosemead (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, (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 Streaming Solution through a Managed Services solution. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: GRANICUS SOLUTION; INSTALLATION; MAINTENANCE; PAYMENT. 1.1 Installation of Granicus Solution. (a) Granicus, Inc. shall have the following obligations in connection with the installation of the Granicus Solution: (i) install, set-up and test the' Granicus Solution, including, if necessary, installing the computers, and loading any necessary software; (ii) conduct one initial "train the trainer" training session, using a combination of written procedures (in English) and hands-on training, on the use of the Granicus Solution; and (b) The Client shall have the following obligations in connection with the installation of the Granicus Solution: (i) provide physical space at the site locations that is appropriate and sufficient for the Granicus Solution, 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 Section 1.3. (iii) Compensate all Managed Services payments as described in Section 5.2. 1.2 Maintenance of Equipment. (a) For three (3) years after the Purchase Date, Granicus, Inc. shall repair or replace any Dell or Tangent Equipment, provided directly from Granicus, Inc., that fails to Version 3.9.5 function properly due to normal wear and tear, provided that any such failure is not covered by insurance maintained by the Client. For one (1) year after the Purchase Date, Granicus, Inc. shall repair or replace all other Equipment, provided directly from Granicus, Inc., that fails to function properly due to normal 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 twenty-four (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. shall offer continuous customer support to the Client and shall be dedicated to ensuring that the Client is completely satisfied with Granicus products and services. Granicus staff shall be available to the Client twenty-four (24) hours a day, three-hundred and sixty-five (365) days a year, via the customer support lines. All support numbers are listed at the end of this Agreement. 1.3 Payment. (a) Upon execution of this Agreement, Granicus, Inc. shall invoice and the Client agrees to pay Granicus, Inc. fifty percent (50%) of the cost of software and services as outlined in the Proposal and the first month's Managed Service Fees, totaling twenty- four thousand, three hundred and fifty-four dollars and sixty-six cents ($24,354.66). (b) Upon the successful delivery of Equipment, Granicus, Inc. shall invoice and the Client agrees to pay Granicus, Inc. the cost of hardware (including shipping costs) in full as outlined in the Proposal, totaling twenty-one thousand, three hundred and fifty- five dollars and eighty-eight cents ($21,355.88). (c) Upon the successful completion of Client training, Granicus, Inc. shall invoice and the Client agrees to pay Granicus, Inc. the remaining fifty percent (50%) of the cost of software and services as outlined in the Proposal, totaling twenty-two thousand, six hundred and twenty dollars and fifty-three cents ($22,620.53). (d) Client agrees to pay all invoices from Granicus, Inc. within thirty (30) days of receipt of invoice. Granicus, Inc. shall send all invoices to: City of Rosemead Attn: Matthew Hawkesworth. 8838 E. Valley Blvd., Rosemead, CA 91770. 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 2 Version 3.9.5 • 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. CONTENT PROVIDED TO GRANICUS, INC. 3.1 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. 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 Ownership. 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 party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. (d) Neither party shall use the other party's Trademarks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's Trademarks and shall avoid any action that diminishes the value of such Trademarks. 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 Version 3.9.5 • • 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. 5. 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 one (1) year 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 (I) year in accordance with the Granicus Managed Services defined in the Proposal. 5.2 lament of Maintenance Fees (a) Upon execution of this Agreement, the Client agrees to pay Granicus, Inc. the first month's Managed Service Fees as described in Section 1.3. (b) Upon completion of training, the invoicing for the monthly Managed Service Fees shall begin. Client agrees to pay all invoices from Granicus, Inc. within thirty (30) days of receipt of invoice. 5.3 Cancellation of Managed Service Plan (a) In the event of a cancellation of Managed Services by Client within twelve (12) months of the "Live" date, the Client will be responsible for paying the amount due for the remainder of the first year. (b) Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Media Management Software license as described in Section 2.1. 6. CONFIDENTIAL INFORMATION & OWNERSHIP. 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 Information 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 Information to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its Version 3.9.5 • • 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 Information to any of its Representatives except those who are required to have the Confidential Information in connection with such purpose and then only if 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 Section 6 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 party'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. 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, WITHOUT LIMITATION, ALL WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, 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 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 it does not wish to renew this Agreement. 8.2 Termination. This Agreement may be terminated, 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 ninety (90) days following Version 3.9.5 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. (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 Assienment; Successors and Assigns. 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 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. 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 may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. Version 3.9.5 • • 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 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 irreparable 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 ninety (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 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 9.9 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 terms 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, 7 Version 3.9.5 • drawings and any other documentation), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, in all types of disks, diskettes, computer memory or storage or other media, or by drawings or inspection of physical items, 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 Website. 10.2 "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. 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 "Purchase Date" shall mean the date on which Granicus purchases Equipment from the manufacturer on behalf of the Client. 10.6 "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 "Representatives" shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party. 10.10 "Trademarks" shall mean, with respect to each party to this Agreement, all trademarks, trade names and logos of such party listed on Exhibit A 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. 10.11 "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. 10.11 "Live" shall mean the time at which "Managed Services" are activated and monthly billing begins. 10.12 "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 for more than thirty (30) days, or breached the terms of this Agreement. Version 3.9.5 0 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. GRANICUS, INC. By: Thomas A. S engl r Its: Chief Executive Officer Address: 568 Howard St., Suite 300 San Francisco, CA 94105 CLIENT By:~w Name: Oliver C. Chi 1. Its: City Manager Address: 8838 E. Valley Blvd. Rosemead, CA 91770 Date: G AS/DO 9 Version 3.9.5 9 Granicus, Inc. Support Information Address: Granicus, Inc. 568 Howard Street, Suite 300 San Francisco, CA 94105 Phone: • Direct (8:00am to 6:00pm Pacific time): 415-357-3618 Toll Free (8:00am to 6:00pm Pacific time): 877-889-5495 On-call Technical Support (available 24 hours, 7 days a week): 415-637-0520 Fax: 415-618-0201 Web: Site: www.granicus.com Email: support@aranicus.com 10 Version 3.9.5 • 0 EXHIBIT A Granicus Registered Trademarks granicus- Granicus logo as a mark Granicus Trademark Names TM OutCastTM MediaManagerTM MediaVaultTM StreamReplicatorTM MobileEncoderTM MinutesMakerTM Client Trademarks 11 Version 3.9.5 RESOLUTION NO. 2008 - 43 A RESOLUTION OF THE CITY OF ROSEMEAD APPROPRIATING $87,500 FOR AN AGENDA MANAGEMENTIVIDEO STREAMING SYSTEM TO BE IMPLEMENTED AS PART OF THE CITY COUNCIL CHAMBER REMODELING PROJECT WHEREAS, Agenda management/video streaming can be improved and modernized through computer based technology; and WHEREAS, an agenda management/video streaming system was not included in the original City Council Chamber remodeling plan; and WHEREAS, it is desirable to install an agenda management/video streaming system in conjunction with the City Council Chamber remodeling project. NOW THEREFORE, the following appropriations and fund balance is amended to include the amounts listed in the following table: Or Object/Acct Pro'/Fund Description Increase Decrease Expenditure: 4760 8225 P70101 Computer Software 87,500 Fund Balance: 2990 Fund 01 General Fund 87,500 The additional appropriation is made a part of the approved FY2007-08 budget as though it were a part of the initial approved budget fully set forth and the City Manager is authorized and empowered to expend such sum for the purpose of such account, but with no expenditure by any office or department for any item within an account shall exceed the amount budgeted therefore without prior written approval of the City Manager. PASSED, APPROVED and ADOPTED this 10th day of June 2008. ATTEST: I in I A A3 9 J 21 GLORIA MOLLEDA, CITY CLERK 0 • • ROSEMEAD CITY COUNCIL STAFF REPORT TO: THE HONORABLE MAYOR AND CITY COUNCIL FROM: OLIVER CHI, CITY MANAGER &L. C"'`1 DATE: JUNE 10, 2008 SUBJECT: CITY COUNCIL CHAMBERS RENOVATION SUMMARY The City Council Chambers is currently being renovated. The project is on schedule and will be completed by mid-July. Over the last month, staff has been researching different ways to improve public access to City Council meetings. One approach that should be considered is the possibility of broadcasting meetings via the world wide web in both an audio and video format. However, the ability to broadcast meetings via the internet was not part of the original bid for the Council Chambers project. Therefore, staff has contacted local communities who provide such services. In the course of our research, it has been determined that the vast majority of communities utilize Granicus, a northern California based company, to assist them with broadcasting meetings via the internet. Staff has contacted Granicus and requested a proposal for providing their services for the City of Rosemead. The services would include purchasing hardware and software to manage the agenda & voting system, and would also include training, maintenance and support of the system. Ultimately, this system would allow the City to broadcast any event held in the new City Council Chambers on the internet. The total cost of the Granicus system is approximately $66,600. After this initial investment, there will be an ongoing monthly maintenance fee of $1,734.13 for managing the live broadcasting of the meetings. A large portion of that monthly cost goes towards being able to provide adequate bandwidth to have the meetings accessible on the internet. A copy of the Granicus proposal is attached to this staff report for the Council's review (Attachment A). Staff Recommendation Staff recommends that the City Council approve the Granicus proposal and approve Resolution No. 2008-43 appropriating $87,500 from the unrestricted general fund balance to pay for the services. APPROVED FOR CITY COUNCIL AGENDA: D City Council Meeting June 10, 2008 Paae 2 of 2 ANALYSIS The Granicus system will improve public access to our City Council meetings. Furthermore, the system includes the installation of touch screen monitors at each of the seats on the dais. These monitors will allow each user the ability to access the voting system and be able to view agendas and electronic presentations. It should be noted that the implementation of the system would take approximately 60 days but will not affect the overall construction schedule. The system can be incorporated into the Chambers before or after completion of the project. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process. Submitt y. Brian eki Assistant City Manager Attachment A - Granicus Proposal Attachment B - Resolution No. 2008-43 Proposed Solution Pricing Software Modules MediaManager $4,950.00 MediaManager Enterprise Access $2,475.00 MinutesMaker (1 Meeting Body) _ _ _ _ $2,475.00 VoteCast Touch Client Software (5 Voting Seats) $7,425.00 VoteCast Server Software (1 License) - - $2,475.00 - - VoteCast Public Display Client Software (1 License) $990.00 Outcast Encoder Software (I License) $495.00 MediaVault Software (I License ) - - - $5,940.00 Sales Tax 8 25 % $2,246.06 Software Subtotal $29,471.06 Professional Services Software Installation and Configuration $4,927.50 On-Site Training (4 Days) $7,100.00 Phone/Web Training (2 Hours) $300.00 (2) - Document Templates - - - - - - - $1,350.00 (1) - Player Template $675.00 (1) -View Template $675.00 Hardware Validation (1 Validation) $742.50 Sales Tax 8.25 % $0.00 Professional Services Subtotal $15,770.00 .Jr ,w;'u L~. ~ jd5k II ~ ~ .r.. ~ : I ~ .11G a b:. n,.i...,.., ( r ~.i, ~V L. • ~.)!;i- ~16 • r ` . Proposed Solution Pricing Hardware Components (May be provided by i l) Osprey 230 Video Capture Card 7) - Member Station Monitors (Elo Touch Monitor 151: 8) - Meeting Member CPUs 1) - Foot Pedal 71 - Touchscreen Mounts ty) $1 Sales Ta 8.25 Hardware Subtotal This Proposal was generated by Matt Mincks of Granicus, Inc. on 6/3/2008 and it expires on 12/3/2008. .Price and hardware model are subject to change after 90 days without prior notice. +Additional sales tax may apply depending on your organization's tax status and the tax laws unique to your state, county and/or municipality. i -III n St,m0, pl II i;i a Sli - Granicus MediaManagerTM Software Granicus MediaManagerTM consists of a set of web-based software tools designed to efficiently organize and manage your public meeting and non-meeting content. These tools put the control of web publishing, public meeting workflow and system reporting into the hands of non-technical users. 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 complete library of video archives related to the City. 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 log in system. All public web pages are seamlessly integrated into your current website, so that the look and feel of your site remains consistent. Protected Administration Site: As a client of Granicus, you will have access to a web 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. 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 oftline content available online. Granicus also offers in house from encoding from VHS or DVD as part of our professional services. • 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 utilizing 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 OutCastTM encoder to the Granicus MediaCenterTM and automatically published the web site of City. These features substantially decrease the need for staff time to manage content creation and publishing to the web site of City. I' •'dihlll , r ICI r•rl t[-• 1:~i '.wt".u,S ?niu._a11.-0I-L.-'lyi 1,I-.e... r 'i:.,_..' Media Clip Administration 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 titles, by automatically pulling the agenda item titles and descriptions from the agenda of the City and loading them into the Granicus MediaManagerTM. These agenda item titles 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 when 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 MediaManagerTM software. These indexes allow users to jump directly to the specific point in the audio/video archive of the City. The Granicus solution also allows for a key word search based on all of the index points associated with the complete library of video archives of the City. For example a key word search on "Water" will return to the user a direct link to all of the audio/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 MinutesMakerTM CD Download with Indexing - Audio/Video Archives can be quickly downloaded and burned to CD by any administrator of the Granicus solution. The CD download also includes the 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. Inc•?dally x~ I Sf It, 1, '.I 'Ii1..S:.. lu;l'.. rr h,'_aY, ..Ij,' 'li• .i . r.. • Media Delivery subsystems, such as the Granicus Stream ReplicatorTM and MediaVaultTM, maximize your existing infrastructure investment 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 Granicus MediaManagerTM software. • Summary Reports provide you with detailed usage reports concerning: streaming requests, average user bandwidth, outbound bandwidth, content popularity, and media storage usage. • Complete Template Language - The Granicus MediaManagerTM 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. These templates can be easily managed through our HTML editor by your webmaster. • Views 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. .Ir.nar:+. Ir..~r.id:: ~Ir...I .:r.~l.}I u~:>e~•;, idi. i.~r, `Lr L'. ISi I',~...... i~..r„r Granicus MediaManageffm Software MediaManagerrm - Enterprise Access User/Group Administration 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, usemame/password or both. f:r.nu 1". • q :R I nv:.r,t `t,:. 1. }I, 1,A) • Sav ; nu:uv •;l Je:• rnci, p•111.1, • 4 iI.. I!.!.:G:18 • %%•.v.:.grrm,r il,,:.:a--, Granicus Managed Services Granicus has crafted the Managed Services program to compliment each individual solution and ensure its success, regardless of your network environment or technical expertise. Implementing this program provides each client expert attention and support. The Granicus Managed Services program is based on four comprehensive components: storage and distribution management, proactive systems management, continuous software upgrades and unlimited customer advocacy. Storage and Distribution Management: Most organizations are drawn toward the public accessibility that streaming offers; however, Granicus recognizes that many organizations are not in a position to make the costly labor and network infrastructure changes necessary to provide this service. Granicus resolves network concems by hosting your data and software at the Granicus MediaCenter. Extensive Archive Library. Your solution includes customized retention schedules for each of your meeting bodies. Your solution also includes 200 hours of storage for non-meeting related content. Regardless of the number of times each meeting body convenes, or how long they convene for, your twelve months of meeting-related storage is guaranteed. The 200 hours dedicated to non-meeting content generally accommodates a large number of internal trainings, emergency preparedness and public service announcements. Options to extend your archive library beyond the standard package are also available • Unlimited Bandwidth. Through the hosted model, Granicus offers every client unlimited bandwidth. No matter how many simultaneous requests for audio/video content Granicus fulfills, bandwidth expenses remain the same. Unlimited bandwidth facilitates reliable, consistent streaming, even in governments and public agencies with limited IT resources. Proactive Systems Management: Granicus goes above and beyond traditional support models by using systems management software to constantly monitor every component of your solution. Our systems management software sends us immediate notification to if an error occurs. Our support professionals work diligently to troubleshoot and resolve these issues remotely, so you are continually running with minimal downtime. While clients are responsible for maintaining their own networks, operating systems, video signal and client-procured hardware, our support team will notify and collaborate with proper client personnel when malfunctions are affecting the integrity of your Granicus solution. Continuous Software Upgrades: Granicus Managed Services ensures that your Granicus software is up-to-date with the latest available security fixes, recommended updates and feature releases. Our feature release process alerts clients when new software versions become available and guarantees that each client experiences a successful update. Many of our new features are in response to the needs expressed by our client family. As a result, we offer a simple, online method of submitting feature requests through our Customer Service Portal. ar,aa~'i. r',s 41:I .%r. •Ir 5tr .IIiiY•};Ll 111Ilk0.: I3 ,rrw, "41r.S0 11 !.I .f-~ i°, r. i.n.'I~ Unlimited Customer Support: The foundation of our customer philosophy is demonstrated by our dedication to immediate support and unlimited access to the Granicus Customer Advocacy Team. Comprised of four specialty groups, this team ensures each client the highest level of success with their Granicus solution. The team combines Outside and Inside Advocates, who are expert trainers and client-relationship managers, with skilled Technical Support Representatives and Web Designers, who go behind the scenes to resolve outstanding issues. Personalized attention, incident response, and on-demand solutions drive our Customer Advocacy philosophy, which is committed to maintaining the technical integrity of every Granicus solution throughout its lifecycle. Personalized Attention. Granicus Customer Advocacy philosophy dictates that each client is ensured an Outside Advocate as part of their Managed Services. Outside Advocates not only prepare clients to go live with our solution, they also proactively monitor their client's progress. This is accomplished using a sophisticated customer success matrix that helps Advocates determine if their client needs additional training and/or services. As a client's main point of contact for the longevity of the relationship, Advocates develop a unique understanding of the client's processes, technical requirements and training needs. Advocates communicate this knowledge to the rest of the team to ensure smooth and accurate resolutions that meet the client's satisfaction. Rapid Incident Response: When issues arise, the Customer Advocacy team is standing by ready to deliver proactive advisory and responsive services. Outside Advocates, Inside Advocates and Technical Support Representatives are all available by phone and email to provide technical and strategic incident management during regular business hours: 5am-7pm PST. Granicus Customer Advocacy provides complete support for incident diagnosis and resolution. if a system problem involves complex support procedures, a Case (or help ticket) is created and sent to our support professionals for assessment. Throughout the resolution process, clients are updated with their Case status to guarantee timely and effective progress. Our dedicated support team devotes their complete attention and expertise to the Case until it is resolved and closed. We also provide 24-hour emergency phone support to safeguard our clients from any irregularities during evening meetings. Customer Service Portal. Granicus Managed Services means a proprietary knowledgebase is just a few mouse clicks away. The Customer Service Portal (CSP) provides all clients with 24/7 access to on-demand support and mentorship. The CSP allows users to access documentation, research solutions to commonly encountered issues or post questions or comments in the User Forum. Additionally, clients may report problems by logging into our secure Portal and opening a Case online. Such Cases are instantaneously entered into the Granicus support queue for quick and efficient problem isolation and response by our Technical Support Representatives. Additionally, clients may continue to expand their knowledge base by attending online classes offered through Granicus UniversityTm. These free, online training sessions are held weekly by our professional Advocates. Upon request, online classes may be specially customized to fit your organization's needs. Furthermore, Granicus offers an annual User Conference filled with innovative classes, collaborative learning and one-on-one training assistance. iLm,rs1 I n..•.!:. I I'. pn1\t,1,i ~b 4j:i..:!I:j:," ra. •:•alie• Il.i t..i8• i .r~;::.. Granicus Professional Services Granicus takes a proactive approach to every product implementation. Our professionals lay a foundation for success by analyzing your business requirements and developing a deployment plan that speaks to your unique needs. The Professional Services model includes a dedicated team to manage each step of the process, from design and configuration to testing and implementation. Granicus exceeds traditional deployment services with personalized project planning and staff transitioning plans. All components of our personalized service model coalesce to smoothly integrate your Granicus solution into your current network environment and day-to-day operations. Network Assessment. A solid network assessment is part of Granicus' preemptive strategy to eliminate network susceptibilities before they affect your streaming operations. Through testing and analysis, deployment engineers work with appropriate personnel to design a solution that fulfills the unique requirements of your network infrastructure. Completion of the network assessment phase verifies that your existing infrastructure is properly configured for a successful deployment. System Deployment. Flexible deployment options empower organizations to bring implementation goals into alignment with existing staff and budget limitations. By Adjusting roles and responsibilities, our three deployment options meet a variety of needs without compromising quality. Every system deployment includes installation, configuration and validation. Remote: Remote deployments are ideal for organizations aiming to meet budget constraints. Using this cost-effective method, clients take the lead in acquiring hardware assets, while Granicus Deployment Engineers utilize remote access to perform configuration and installation. Website Integration. Customized website integration drives your global audience to a user-friendly portal of on-demand content that is accessible from your website. A dedicated Web Designer builds fully customized archive pages and player templates that replicate your website's current look and feel. An archive page serves as the interface of your video library with a comprehensive list of live and on-demand content. The player template dictates user experience when viewing live or archived video content. Together, the archive page and player template organize your content in a user-friendly fashion that will keep your constituents coming back. .;c,n..v.in.-_.'I.I!II a. 1'.• , . I. 11. I.C•.'>: •i.•: o. i.: Y'•ll.~• Training. Granicus Professional Services offers a training program that is unparallel in quality. Our Customer Advocacy department exceeds premier service organizations by extending a personalized Customer Advocate to maximize the value of your newly installed and configured system. Through pre-training consultations, your Customer Advocate defines your organization's training needs and creates a transition plan that migrates staff members and workflows into your Granicus environment. Advocates take a leading role in project management by serving as the primary contact and working with our Deployment Engineers and Web Designers to confirm system installation, configuration and validation. Next, your Customer Advocate travels to your location to educate individual staff members about their unique role in the Granicus solution. User training is designed to offer comprehensive instruction on how to utilize the Granicus system in the before, during and after-meeting stages. From streaming a live event to capturing motions and votes, our skilled Advocates provide hands-on instruction in the comfort of your meeting and legislative environment. Workflow Configuration. Every organization's live meeting process varies slightly, from common phrases utilized to the amount of speaker time allotted. These existing workflows dictate specialized MinutesMaker and VoteCast configurations. Granicus engineers work closely with your staff to assess such specifications and design a solution that seamlessly integrates your existing public meeting and legislative operations. Document Templates. Our MinutesMaker and VoteCast solutions produce agenda and minutes documents that resemble your print versions but offer constituents much more in terms of functionality. Each agenda or minutes item is a live link that takes viewers directly to the relevant portion of the audio/video. In order to ensure the visual integrity of your online documents, a Granicus engineer assesses your current format and customizes an HTML-enhanced document template that closely resembles the original. Granicus Professional Services is dedicated to satisfaction by providing a template that maintains the high formatting standards of your original documents. b a: • , h . ! I - , 1 , y I l . r , i , , - i. .1 . _ . - . Granicus MediaCenterrm Comprised of two world-class data centers, the Granicus MediaCenter is at the core of our hosted service model. MediaCenter servers store and distribute the audio/video streaming files, applications and deployment services that complete each Granicus solution. This design alleviates your organization of unwanted network congestion while meeting and exceeding the highest industry standards and compliance requirements with 24/7/365 power, cooling, connectivity and security capabilities. • Storage and Distribution. Granicus facilitates the creation of a robust archive library without the costly purchase of memory. The large files contained in your archive library, such as videos, agendas, minutes and supporting legislative documents sit on our servers outside your network. Staff and constituent requests for content are sent directly to our MediaCenter. The MediaCenter fulfills all requests at optimum speeds through our unlimited bandwidth model. Application Performance. At the heart of each Granicus solution is MediaManagerTM, a web-based application that drives your live and on-demand streaming and legislative operations from our MediaCenter. By placing this critical application into the hands of our MediaCenter, it is secured around the clock by onsite engineers who ensure optimum network and power availability. MediaCenter houses a number of other integral applications, such as Audio-Video Podcasting, RSS Feeds and our Video Search Engine. Deployment Services. Granicus MediaCenter facilitates the centralization of our deployment process. As a result, we offer flexible options that minimize the complications of Enterprise-wide software integrations. Beyond deployment, the MediaCenter augments the effectiveness of your solution with on-going updates and new versions. Data Redundancy and Security. In the event of a national disaster, hardware malfunction, or application failure, Granicus MediaCenter delivers business continuity by ensuring the availability of your day-to-day streaming operations. The Granicus defense strategy mandates automatic data replication between world-class data centers in San Francisco, CA and Ashburn, VA. This collocation strategy ensures security while delivering mission critical content to clients across the nation. World-Class MediaCenter • Hosted environment for consistent service • 2 locations for optimum redundancy • 24 hour engineers onsite • Redundant Power capacity on an Independent Power Grid • Biometrically secured 24 hours a day, 7 days a week, 365 days a year • Climate Controlled • Superior, redundant bandwidth providers !iI",!"r.':. L,r, 0 .`.r.6 I I:,~:.vd ~,fr: i I, N. 1,0 a.`:.~ inr:n.,t.:.o.::ani.:",;.fiii::•:.,.!is%-r: i s! a...... ,x.,..~',,... MinutesMakeem Advantages Working with government Clerks and Secretaries from across the country, Granicus found many were frustrated by the time commitment needed to take detailed minutes. Yet they were equally unsatisfied with the amount of information offered to the public through action minutes. This long-standing dilemma is now re-evaluated as technology advances are challenging the old assumption that you can not get more with less. Instead of trying to reshape the old, the Granicus MinutesMaker Module steps outside the box and introduces a new form of minutes: LinkedMinutesTM - the most comprehensive minutes format in the government sphere today. Integrated Public Record The MinutesMaker Module uses cutting-edge technology to deliver a complete, integrated public record to your constituents. The Granicus vision for an integrated public record dictates that all relevant meeting information is conveniently accessible online. The end result is a dynamic archive showcasing your agendas, minutes, supporting documents, and audio/video recordings, all cross-linked and keyword searchable. LinkedMinutes LinkedMinutes takes a leading roll toward achieving this all encompassing archive. This minutes format refers to an online document that is embedded with HTML links to your audio/video recording. By simply clicking on an item, viewers are taken directly to the relevant portion of the audio/video. This method makes obsolete the time-consuming task of rewinding and fast-forwarding through VHS tapes in search of just a few minutes of content. Furthermore, public availability of video, integrated into your minutes, alleviates the necessity for clerks or secretaries to take detailed written minutes. LinkedMinutes, which are action minutes in combination with audio/video clips, meet and exceed the detail found in traditional minutes formats. This is due to the fact that most clerks, elected officials and residents feel that viewing the actual proceedings is more accurate and desirable, both internally and externally, than reading a written interpretation. Process Automation MinutesMaker does much more for time and cost savings than merely changing the need for a lengthy minutes format. The module is unique in its ability to automate much of the annotation process. This simple-to-use software enables you to record meeting attendance, motions, votes, speakers and discussion summaries in real-time; plus, a number of unique, time-saving features have been worked into the product at the request of clerks across the country. Thus, the entire public record is easily created through a single workflow that streamlines the legislative process. Jiaru~:- I • `J:.n u.,l tit rrrl I ' JiU • i v:. n~+'~, ('i.: r i, ;li • • iri.. ,n_~,+, The MinutesMaker Workflow Pre-Meeting Action: Maximizing Efficiency • Load Agenda. Before your live meeting, avoid any necessity for re-typing your agenda items by uploading your meeting agenda into the Granicus system. Later, use these agenda items to embed time-stamps in the digital recording. For clients with an existing Agenda Management system, Granicus may seamlessly integrate with such software to import your agenda automatically • Preload Motions. For agenda items that call for motions and votes during the meeting, the Granicus system allows you to pre-load motions, saving you time during your live meeting. • Preload Attendees. Load attendees for indefinite storage and quick selection to assemble motions, votes, and roll call. Meeting attendee settings may be adjusted as your meeting members alter with elections. • Preload Speakers. Associate speakers to specific agenda items before the meeting. • Publish Agenda. Before the meeting, publish your agenda to your website with a click of a button. As part of Granicus Professional Services, we create a template that allows your HTML agenda to either closely or exactly match your existing agenda format. Supporting documents, such as agenda packets, may be linked into the published agenda, offering comprehensive availability of your meeting documents over the web. • Schedule Live Webcast. Schedule your meeting to automatically broadcast live over your website. Live-Meeting Action: Building Minutes Every action of your meeting is recorded with a few clicks of a mouse. This natural process of building your minutes will automatically embed your video stream with time-stamps and result in the LinkedMinutes format. • Roll Call. Quickly mark meeting attendees as Present, Absent, or Excused. For quick minutes creation, roll call settings may be configured to default as absent or present. Furthermore, attendance may be changed while the meeting is in session; a member's departure and arrival will appear in your LinkedMinutes in accordance with your current minutes format. • Record Agenda Items. As the meeting progresses, record agenda items as they are discussed by activating the items you imported during your pre-meeting process. Recording the item can be accomplished by simply highlighting and pressing return or by dragging and dropping the item to its appropriate location. This drag and drop feature may also be used to adjust the order in which the meeting items are discussed d o~nvti Ir . ~ l,'el! II i . i; I S'.rti I . I ~ _~~)ij ~ 4, n_u~ . :'6, r i i, ''•L • ...-!i.i. '.:.I-. • P r • Speaker Management. In addition to pre-loading speakers, you may add and call individuals to speak on any item during the meeting. Activate the speaker timer by clicking on a button or manually entering the desired amount of time. Speaker timer buttons may be configured to suit your existing meeting process. • Record Motions & Votes. A few keystrokes in MinutesMaker generate the complete motion and vote text traditionally found in your minutes document. Our highly configurable software guides users through the motion and vote process by prompting the user to select a Mover, Seconder, and Action from pre-loaded drop-down menus. For unanimous yea votes, one button completes the process and even remembers to note which members are absent. Depending on your configuration choices, the text represented in your minutes document is automatically retrieved from your current agenda item or suggested action from staff. The result is a complete text record of the item that is automatically indexed against the audio/video recording. • Quick Notes. Use the Quick Note panel to add notes to selected agenda items and automatically index them against the digital recording. A feature called Text Expansion makes the note-taking process even quicker. This useful feature allows the user to build a library of shortcuts that expand on command. The user can create abbreviations for commonly typed names or phrases and expand them into form with just two easy keystrokes. • Spell Check. Notes are automatically spell-checked. Misspelled words are quickly identified with a red underline and corrected by right-clicking and selecting from alternate spelling suggestions. • Manage Video Stream. Regardless of when the meeting is scheduled to start and stop, you may start, stop, and pause your video stream on the fly. The pause feature prevents unsolicited recordings that occur during long breaks or closed sessions • Toggle between Meetings. Occasionally, a clerk or secretary must switch back and forth between separate meetings. MinutesMaker functionality supports this process by allowing you to toggle between meetings with separate agendas on your command. Furthermore, this process will seamlessly create two separate audio/video archives. Post-Meeting • Publish Audio/Video Archive. Your video recording may be automatically published to your website after your meeting. A manual option that requires approval before publishing is also available. This on-demand archive is now indexed against the agenda, linked to associated documents, searchable by keyword and available to staff and residents on-demand. • Modify Minutes. Granicus provides clerks and secretaries with a user-friendly interface and associated management tools designed specifically to finalize their records before publishing to the web. Within this interface, specific portions of video may be quickly accessed to review and easily modify notes, votes, items and time-stamps to ensure an accurate public record. :B„rn u.h •`p',: II' .I Ap:'.'I .I,i~/.: i i i:.o, ';i. .n,.l P. . • . I!.!-. r nr. • Publish LinkedMinutesT„. Easily publish meeting minutes with a click of the mouse within seconds of approval through our post-meeting interface. LinkedMinutes have become the premier choice for recording meeting actions. Replacing traditional minutes methods with an audio/video record eliminates the possibility of transcription error and drastically reduces call-in requests for information from both staff and residents. . Complementary Products • Mobile Encoder (Video or Audio) • Agenda Management Integration • Granicus VoteCast • Foot Pedal • MediaVault • Speaker Timer : iT,1 " w% 11.. 0 `:1•;; I m ~ `6_i '.'I ~tv ]W:y a Ix, i u.. I,, d f . rnn, Yd1Y {yi-.il, 9 r r.n;r•. Granicus Voting SvsteruTM - Integrated Voting Management The Granicus Voting System provides a secure and simple platform for managing public meeting proceedings. The Granicus Voting System workflow is integrated tightly with the Granicus MinutesMaker Workflow software, which together allows legislative action (motions/votes) to be recorded directly from the individual meeting members into the meeting minutes. In addition, voting results can be displayed to the audience via the Granicus Public Display. The Granicus voting system is unique because it offers an inclusive work flow that not only involves the presiding officer and the council, but also allows for live interaction with the Clerk/Secretary and other important staff members. Clerk/Secretary Meeting Member Presiding Officer yYUIUCMi'~ <YA1 Lt1YYwy :C40u 4vlRt g111ClYV Y 4f` u q~•~ •WCMfA W~ Vo10 PeaM :.w Ir:. s : I I r•.1 tipr. l v }n p„ (nrr., :'.it • 111-01 • 9 Public Display How it Works When a motion is made by the council it is recorded by the Clerk/Secretary through the Granicus Live Meeting Manager software and subsequently displayed to each council member. As the Mayor calls for the vote, council members are prompted through a simple display to cast their vote on the current motion. The voting system records and tallies the votes live, and will display the vote results upon prompting by the Clerk/Secretary or Mayor. The system supports standard and non-standard parliamentary procedures including substitute motions, consent calendar, and Roll Call. In addition to providing a complete workflow for managing motions and votes, the Granicus solution also supports speaker list management and the display and management of multiple timers. Finally, the system generates searchable web based reports of the meeting proceedings. Reports include voting and attendance records as well as links to supporting materials used in the meeting. Granicus Voting SystemTM Features: • Simple voting management and display that nori-technical council member can use • Supports projection and plasma screen display for vote results • Speaker list management for the Mayor • Multiple preset timers and display • Extremely fast work flow, which can keep pace with any meeting. • Links directly into Granicus Live Meeting Manager used by the Clerk/Secretary • Web based voting record and attendance reports t;. n,'.• SF I: 1 i;ne e:d cirri 1. S I k':'01• goiqu;:"': u, ~:6ri.:•: nri.1:41ti:,0 41 !-O!i.';::i e',v::'.: ~P:u;,!'v~~. Granicus MediaVaultr" Granicus solutions are designed to reduce the cost and complexity of government and public agency operations while increasing organizational efficiency. Organizations that integrate streaming video not only revolutionize the way they communicate with their constituents, they also improve operational efficiency and productivity inside the workplace. Staff members value on-demand access to your meeting webcasts because it encourages participation and delivers convenient, timely, and accurate information while enhancing productivity. Accessing archived content is particularly important for clerks and administrative staff who often review portions of the video when preparing minutes for public consumption. However, staff requests for on-demand video have the potential to put enormous strains on your internal network and internet bandwidth. Granicus MediaVault alleviates this challenge by offering your entire staff reliable, quality, on-demand videos, without consuming your available bandwidth. n ~ n T. 3208 lira swam m Grp*= MediaCemer rr n Why MediaVault? How it Works. Generally, all requests for archived video, whether internal or from the public, are sent to our MediaCenterTM via the internet. The MediaCenter replies by delivering the stream to the computer. This hosted model allows jurisdictions of all sizes to reach their entire constituency without adjusting their network infrastructure. It also means, however, that internal viewers watching on-demand content may utilize large amounts of internet bandwidth. For organizations unable to support simultaneous requests for archived content, MediaVault is the answer. Granicus MediaVault stores video content on a server inside your local network (LAN/WAN). Rather than taxing your internet connection to access the archived stream, MediaVault intelligently routes internal users to servers on your network without causing user traffic to flow over your internet connection. Intelligent Routing. The Granicus solution uses a hybrid distribution architecture that synchronizes video content between the internal MediaVault server and our MediaCenter. This process enables MediaVault to store all on-demand content. MediaVault may then intelligently identify whether requests for content are sent from within your network or from the public. All internal requests for on-demand streams are fulfilled by the MediaVault, while Granicus' MediaCenter distributes on-demand streaming to worldwide audiences from our servers outside your network. The entire system is self-managing and requires no user intervention, so you can focus on your content and business practices rather than network architecture, cache servers, or complex synchronization systems. ~,.::u ;r~ In._, a 5GY Ilut:;e Y,nrl, ?Ir ASi • 1.~.:. ~.I P::o: r., ;ii:; rna ~ : iY~~, a G,,,. il.i6 ~ ...:.~y.c crv. Optimize Streaming. Requests for more internet bandwidth than your network contains can create network congestion. This results in slower internet speeds for all those within the network. With MediaVault, internal viewers do not consume your bandwidth. Instead, staff members encounter reliable, on-demand viewing and the elimination of unwanted buffering. As a result, clerks, secretaries and administrative staff have time and increase productivity with buffer-free access to the information they need, when they need it. Expand Your Video Library. Granicus solutions include a standard twelve-month retention schedule for storing your meeting content in our MediaCenter. Furthermore, Granicus provides 200 hours of non-meeting storage space for all clients. Non-meeting content generally includes emergency broadcasts and popular original programming, such as community shows, educational programs and public service announcements. MediaVault gives you the flexibility to indefinitely expand your video library past these twelve months and 200 hours. The Granicus MediaVault facilitates long-term content storage on a server inside your local network. How you publish this content is entirely within your control. Content may be published publicly or remain for staff consumption only. Either way, your content library is only limited by your ability to create video content. Information Assurance. A number of municipal departments, such as Police and Fire, have a civic duty to maintain high standards of information security. The Granicus MediaVault meets and exceeds these concerns by providing a secure environment to store sensitive video content behind your Firewall. Storage and distribution of confidential information, such as departmental training videos and associated documentation may be securely accessed by privileged staff members without jeopardizing the confidentiality of the content. Complementary Products • StreamReplicatorTM • Granicus Foot Pedal id eu(:~ r-.~SI;R 11 .rd'~tirii I II•U~3ii In 'nvb, i~il ~:;rr . i„?:i~',r■ r.~I!,i-~_~.~...-.gi'.i:u~.~r.: r: Granicus OutcastTM 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 Outcast-rm does much more. Using the Granicus Outcast'rm with your Granicus solution allows for live indexing, synchronized captioning and automatic archiving and file transfer to distribution servers. Your Outcast encoder is also monitored and maintained by Granicus as a part of your monthly managed services. j • t Y-AWo Ia OrOrry]IO ~ ~ SVIM)In lnrryxm V'wW+xr IPAKS Arrln 41,H1 AWOIery M wewr Granicus OutCast's Encoder Amb 4iur MIVM~Pnnrn f W V / VlJmtlnrrv'n How it Works The Granicus Outcast Encoder has a video capture card (Osprey 230 by Viewcast) placed into the PCI slot of on the Outcast encoder server. It is important to get a clean video and/or audio signal to the Osprey card. The Osprey comes with an "octopus" cable that accepts the following physical connections: Video:Camposite (BNC), S-Video Audio: Balanced stereo (2 x XLR), Unbalanced stereo (2 x RCA) While broadcasting a live event, the on-site Granicus OutcastTm Encoder receives your AV signal and converts it from analogue to digital. Next, it converts the signal to the Windows Media format (multiple bit rates are supported). While streaming live, the outcast encoder also writes a copy of the Windows Media file to the encoder server's the hard drive.During the encoding process, the ender is responsible for adding the index points and closed captioning meta data to the live event and archive file. When the event is over, the encoder will then automatically transfer the archive file to the hosted and client side distribution servers. When the file transfer is complete, MediaManager will automatically publish links to the integrated public record. .1.rtiru I,.:.~ty:; !L rrd \rrtrl i !1i:1s}a 1,. L.. .•!.`ar .„y1'Y..• a ISi. .I.;a n:r n W 10120/2024 '`��® CERTIFICATE OF LIABILITY INSURANCE DATE(MMDDYYY 1 2/7/2024 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 have ADDITIONAL INSURED provisions or 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 LOckton Insurance Brokers, LLC CA License #OF15767 CONTACT -NAME, PHONE FAX(Me,No Three Embarcadem Center, Suite 600 San Francisco CA 94111 (415) 568-4000 E4RAIL ADDRESS, INSURER(S) AFFORDING COVERAGE NAIC If INSURER A: Berkley National Insurance Company 38911 INSURED GraINSURER 1428953 408 Saintus, LLC 408 Saint Peter Street Suite 600 B: ACE American Insurance Company 22667 INSURER C: Riveort Insurance Company 36684 INSURER D : Saint Paul MN 55102 INSURER E : INSURER F COVERAGES nu Amin! CFRTIFICATF NUMBER- 9f197R0R4 REVISION NUMBER: XXXXXXX 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 LTR TYPE OF INSURANCE AOOL SUBR POLICY NUMBER MNmDYEFF MM/DD EXP LIMITS AX COMMERCIAL GENERAL LABILITY CLAIMS -MADE � OCCUR Y N TCP 7024348-10 10/20/2023 10/20/2024 EACH OCCURRENCE $ 1,000,000 NTED - PREMISESy EaGE TO Eoccu encs $ 11000.000 MED EXP (Any one person) $ 15 000 PERSONAL S ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2.000.000 POLICY I JECT X LOC $ OTHER: A AUTOMOBILE LIABILITY N N TCP 7024348-10 10/20/2023 10/20/2024 COMBINED SINGLE LIMIT Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ X'X'X'X'X'ja ANYAUTO X BODILY INJURY(Pw acdden0 $ XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X Com $100D IN Coll $1,000 d -PROPERTY- - rciDAMAGE $ XXXXXXX s XXXXXXX UMBRELLA UAII OCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXXX EXCESS UAB CLAIMS -MADE DED I I RETENTION$ XXXXXXX C WORKERS COMPENSATION AND EMPLovERs• uABam Y / N ANY PROPRIETOR/PARTNEWEXECUTIVE OFFICERrMEMBER EXCLUDED] ❑N (Mandatory In NH) NIA N TWC 7024349-10 10/20/2023 10/20/2024 PER$ X .STATUTE �R� E.L. EACH ACCIDENT $ 1000 000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1000000 If yes, describe under DESCRIPTION OF OPERATIONS below B Prof Liab/Tcch E&O/Cyber N N F16817867 002 12/15/2023 10/20/2024 $5M Per Claim Liab DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, AddlBonal Remarks Schedule, may be attached if more span is on um d) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. RE: City of Rosemead is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. DER CANCELLATION See Attachment CERTIFICATE HOL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE DATE THEREOF, WILL BE DELIVERED IN 20278084 WITH THE POLICY PROVISIONS.NOTICE ACCORDANCEION City of Rosemead East Valley Boulevard Rosemead, CA 91770 Rose AUTHOR ZED REPR E AT C � V !Bea -2015 ACORO COKI-01S ICS. nn ngots ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Ili Attachment Code: D620318 Certificate ID: 20278084 V COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured — Lessors of Leased Equipment L. Duties in the Event of Occurrence, Offense, Claim or Suit B. Additional Insured — Owners, Managers or Lessors of Premises M. Expected or Intended Injury or Damage Property Damage) C. Additional Insured - Primary and Non- contributory N. Damage to Premises Rented To You D. Additional Insured — Vendors O. Medical Payments E. 01 Additional Insured — Written Contract Agreement P. Non -owned Aircraft F. I Aggregate Limit Per Location Q. Non -owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured Damage to Property — Borrowed Equipmenr— Customer Goods, Use of Elevators T. 0. Unintentional Omission Waiver of Subrogation - 1:31anKet Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily injury", 'property damage", 'personal and advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" caused by an 'occurrence" that takes place, or "personal and advertising injury" caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 r"1 n Attachment Code: D620318 Certificate iu: 20278084 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in "your products" made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products", or f. "Your products" which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: 1. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. ll Attachment Code: D620318 Certificate ID: 20278084 2. Section V - Definitions the following is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. "Bodily injury" to: a. A co -participant, your "employee" or "volunteer worker" while participating in amateur athletic activities that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. "Property damage" to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co -participant, your "employee" or "volunteer worker"; or b. You, any partner or member (if you area partnership or joint venture), or any member (if you area limited liability company), or any "executive officer" (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions the definition of "bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: 1. Under Section I - Coverages Coverage A Bodily Injury and Property Damage Liability paragraph 2. Exclusions item j. Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. 2.Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "customers' goods" is $25,000 per "occurrence". 3. Under Section V - Definitions the following is added: "Customers' goods" means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Ir°1 n Attachment Code: D620318 Certificate i, : 20278084 b. Used in your manufacturing process. 4. Under Section IV - Commercial General Liability Conditions the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Section II - Who Is Insured 2. item d. the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering "Good Samaritan services". 3. Under Section V - Definitions the following definition is added "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions paragraph 2. Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an "occurrence" offense, claim or "suit"; and b. Send us documents concerning a claim or "suit" apply only when such accident claim, "suit" or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers' compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages Coverage A Bodily Injury And Property Damage Liability paragraph 2. Exclusions item a. Expected Or Intended Injury is deleted and replaced by the following: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Oflnsurance 2. The paragraph immediately after Sub -paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1) (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. U Attachment Code: D620318 Certificate ID: 20278084 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of "property damage" to premises while rented to you, or in the case of damage by fire, lightning, explosion, "smoke", or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. 'Insured contract' of Section V - Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract'. 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I - Coverages Coverage C Medical Payments paragraph 1. Insuring Agreement the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON -OWNED AIRCRAFT 1. Under Section I - Coverages Coverage A Bodily Injury and Property Damage Liability item 2. Exclusions item g. Aircraft, Auto Or Watercraft does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON -OWNED WATERCRAFT 1. Under Section II - Who Is Insured is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or b. 'Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code: D620318 Certificat` !20278084 f R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages Supplementary Payments - Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions paragraph 6. Representations the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions paragraph 8. Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in 'your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission.