CC - item 5D - Subscription Renewal with Granicus, Inc., for Live Web Streaming and Archival Video ServicesROSEMEAD CITY COUNCIL
STAFF REPORT
TO: THE HONORABLE MAYOR AND CITY COUNCIL
FROM: GLORIA MOLLEDA, CITY MANAGER,,_ U
DATE: JUNE 9, 2020
SUBJECT: SUBSCRIPTION RENEWAL WITH GRANICUS, INC., FOR LIVE WEB
STREAMING AND ARCHIVAL VIDEO SERVICES
SUMMARY
The City currently utilizes the Granicus software for live web streaming and archiving of various
public meetings. The current subscription with Granicus, Inc., for video streaming services, will
expire on June 30, 2020. Staff received a new three-year subscription renewal agreement for
2020-2023. The annual subscription total cost of service is $28,206.31 for Fiscal Year (FY)
2020-2021 which is within the City Manager's purchasing authority. However, there is an annual
cost increase for FY 2021-2022 for $30,180.75 and FY 2022-2023 for $32,293.40, which
exceeds the maximum allowed requiring Council approval.
DISCUSSION
The City implemented the Granicus software in 2008, for live streaming and archiving of public
meetings. Granicus provides ongoing technical support and software upgrades when necessary to
ensure the system runs efficiently. The current subscription agreement will expire on June 30,
2020. The City of Rosemead has not had significant price increases in the service in the last 12
years. The subscription renewal agreement for services includes price adjustments on an annual
basis, as outlined in the Master Subscription Agreement, which allows price increases by up to
ten percent per year. Annual service costs for each Fiscal Year will be FY 2020-2021 is
$28,206.31; FY 2021-2022 is $30,180.75; and FY 2022-2023 is $32,293.40.
STAFF RECOMMENDATION
That the City Council authorize the subscription renewal for live web streaming and archival
video services and authorize the City Manager to execute a three-year subscription renewal
agreement with Granicus, Inc.
AGENDA ITEM 5.1)
City Council Meeting
June 9, 2020
Page 2 of 2
FISCAL IMPACT
Funding for services for FY 2020-2021 of $28,206.31 has been included in the proposed City
Budget for FY 2020-2021 under Account No. 101-1115-5385. Funding adjustments will be
incorporated on the next budget cycle for Fiscal Years 2021-2022 and 2022-2023.
STRATEGIC PLAN IMPACT
Approving the subscription renewal for live web streaming and archival video services meets a
key organizational goal to, "Enhance Public Safety and Quality of Life" by allowing for public
meetings to be broadcast live and past meetings to be available to the public and enhance
transparency of the organization.
PUBLIC NOTICE PROCESS
This item has been noticed through the regular agenda notification process.
Prepared by:
Ericka Hernandez
City Clerk
Attachment A: Granicus Subscription Renewal Agreement for 2020-2023
Attachment B: Current Granicus Subscription Agreement
Attachment A
Granicus Subscription Renewal
Agreement for 2020-2023
Granicus Proposal for Rosemead, CA
Granicus Contact
Name: Maxwell Buccelli
Phone:
Email: maxwell.buccelli@granicus.com
Proposal
Quote Number: Q-96346
Prepared On: 3/16/2020
Valid Through: 6/30/2020
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Period of Performance: 7/11/2020 - 6/30/2021
Contract End Date: 6/30/2023
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
Government Transparency Suite $12,259.02 $13,117.15
Meeting Efficiency Suite $12,258.87 $13,116.99
Granicus Encoding Appliance Software
$1,373.88 $1,470.05
(GT)
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
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.
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.
Name:
Phone:
Email:
Address:
Signature:
Name:
Title:
Date:
Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus
Products and Services ("Client") and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus
("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly
changing nature of digital communications, this Agreement may be updated from time to time at
Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement, further specified in Section 7.1.
"Extension Term" means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Client pursuant
to this Agreement, which may include Granicus products and services accessible for use by Client on
a subscription basis ("Software -as -a -Service" or "SaaS"), Granicus professional services, content from
any professional services or other required equipment components or other required hardware, as
specified in each Order or SOW.
"Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Client for the first duration of performance that Client has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services.
"Order Term" means the then -current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Client has committed to pay for, Granicus Products
and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly -issued purchase order by Client accompanies the Order or SOW,
then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Client is not materially diminished.
2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the
delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of
this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as
subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products
and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the "Permitted Use").
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Client sources (interactions with end users and opt -in contact lists). Client cannot
upload purchased contact information into Granicus Products and Services without
Granicus' written permission and professional services support for list cleansing.
Granicus certifies that it will not sell, retain, use, or disclose any personal information
provided by Client for any purpose other than the specific purpose of performing the
Services outlined within this Agreement.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for
keeping all passwords secure and all use of the Granicus Products and Services accessed
through Client's passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as a primary communication vehicle for
other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Client, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Client's website must be free from violation of or infringement of
copyright, trademark, service mark, patent, trade secret, statutory, common law
or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Client or any third party unless approved in writing, in
advance, by Granicus. Granicus reserves the right to request and review the details of
any agreement between Client and a third party that compensates Client for the right to
have information included in Content distributed or made available through Granicus
Products and Services prior to approving the presence of Advertising within Granicus
Products and Services.
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3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information
gathered through Client's own web properties or activities will remain the
property of Client ("Direct Subscriber"), including any and all personally
identifiable information (PII). Granicus will not release the data without the
express written permission of Client, unless required by law.
3.2.5.2. Granicus shall not disclose the client's data except to any third parties as
necessary to operate the Granicus Products and Services (provided that the
client hereby grants to Granicus a perpetual, noncancelable, worldwide, non-
exclusive license to utilize any data, on an anonymous or aggregate basis only,
that arises from the use of the Granicus Products and Services by the client,
whether disclosed on, subsequent to, or prior to the Effective Date, to improve
the functionality of the Granicus Products and Services and any other
legitimate business purpose including the right to sublicense such data to third
parties, subject to all legal restrictions regarding the use and disclosure of such
information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
Client's digital communication (the "Advanced Network"). When a Direct
Subscriber signs up through one of the recommendations of the Advanced
Network, that subscriber is a "Network Subscriber" to the agency it subscribed
to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery
Communications Cloud subscription with Granicus. Network Subscribers are
available for use only on the GovDelivery Communications Cloud while Client is
under an active GovDelivery Communications Cloud subscription. Network
Subscribers will not transfer to Client upon termination of any Granicus Order,
SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers
after termination of its Order, SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Client within
15 calendar days of the Order, SOW or Exhibit placed under this Agreement
terminating.
3.2.5.3.3. Opt -In. During the last 10 calendar days of Client's Order Term for the
terminating Order, SOW or Exhibit placed under this Agreement, Client may
send an opt -in email to Network Subscribers that shall include an explanation
of Client's relationship with Granicus terminating and that the Network
Subscribers may visit Client's website to subscribe to further updates from
Client in the future. Any Network Subscriber that does not opt -in will not be
transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions. Client shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
Clients;
3.3.3. Client must not use the Granicus Products and Services in a manner in which system or
network resources are unreasonably denied to other Granicus clients;
3.3.4. Client must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Client relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product
names associated with the services are trademarks of Granicus or its suppliers, and no right or
license is granted to use them.
4. Payment
4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.
Annual fees are due upfront according to the billing frequency specified in each Order or SOW.
Granicus reserves the right to suspend any Granicus Products and Services should there be a
lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes,
which, if any, will be included in the invoice. It is Client's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any
amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith,
disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide
Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's
acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary
during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order
Terms), the Granicus Product and Services fees shall increase from the previous term's fees by
up to ten (10) percent per year.
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5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however, the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANTTHAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during, or promptly after presentation or communication and (iv) any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party, given the nature
of the information and the context in which disclosed.
Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential
Information in strict confidence. Without limiting the scope of the foregoing, each Receiving
Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the Disclosing
Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d)
to restrict access to Confidential Information to those of its advisors, officers, directors,
employees, agents, consultants, contractors and lobbyists who have a need to know, who have
been advised of the confidential nature thereof, and who are under express written obligations
of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to
exercise at least the same standard of care and security to protect the confidentiality of the
Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notifythe Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
k,
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Client provide such notice, Client must ensure that Confidential
Information or sensitive information is stored behind a secure interface and that Granicus
Products and Services be used only to notify people of updates to the information that can be
accessed after authentication against a secure interface managed by Client.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in order to comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus'
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term for the Granicus Products and Services provided under the respective Order or SOW.
Client's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at least
ninety (90) days prior to the end of the then -current Order Term, the Granicus Products and
Services will automatically renew at the end of each term for an Extension Term of one (1) year.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWS shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled
to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non -breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date
of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
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8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES
OR DAMAGES.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S BREACH OF SECTION 3.3, IN NO INSTANCE
SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE
THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL
NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities,
damages and expenses arising from any claim or suit by a third party unaffiliated with either
Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements,
judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and
including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by
any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent
issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus
determines that an affected Order or SOW is likely, or if the solution is determined in a final, non -
appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or
U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the affected Granicus
Products and Services to render it non -infringing; or (c) terminate this Agreement or the
applicable Order or SOW with respect to the affected solution and refund to Client any prepaid
fees for the then -remaining or unexpired portion of the Order or SOW term. Notwithstanding
the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless
from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by
anyone under Client's direction or control or using logins or passwords assigned to Client); (ii) a
modification made by Granicus pursuant to Client's required instructions or specifications or in
reliance on materials or information provided by Client; or (iii) Client's use (or use by anyone
under Client's direction or control or using logins or passwords assigned to Client) of any Granicus
Products and Services other than in accordance with this Agreement. This section 9.1 sets forth
Client's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus
Products and Services or any other materials provided by Granicus violate or infringe upon the
rights of any third party.
9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and
against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client's
(or that of anyone authorized by Client or using logins or passwords assigned to Client) use or
modification of any Granicus Products and Services; (b) any Client content; or (c) Client's violation
of applicable law.
9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware
of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such
Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate
with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may
reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
settle any such Claim without the indemnifying Party's prior written consent. The indemnifying
Party shall not settle or compromise any Claim in any manner that imposes any obligations upon
the indemnified Party without the prior written consent of the indemnified Party.
10. General
10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate
independent of each other. Nothing in this Agreement shall be deemed or construed to create a
joint venture, partnership, agency, or employee/employer relationship between the Parties for
any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely
responsible forthe payment of all taxes and insurance for its employees and business operations.
10.2. Headings. The various section headings of this Agreement are inserted only for
convenience of reference and are not intended, nor shall they be construed to modify, define,
limit, or expand the intent of the Parties.
10.3. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties.
10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without the
prior written consent of the other Party (such consent not to be unreasonably withheld);
provided, however, that either Party may assign this Agreement without the other Party's
consent in the event of any successor or assign that has acquired all, or substantially all, of the
assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise.
Any assignment or attempted assignment in violation of this Agreement shall be null and void.
10.6. No Third -Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and
insures solely to the benefit of the Parties hereto and their respective permitted successors and
assigns; there are no third -party beneficiaries to this Agreement.
10.7. Notice. Other than routine administrative communications, which may be exchanged by
the Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via FedEx, UPS, DHL, or other
8
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended.
10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within
twenty (20) days after occurrence of such cause or event.
10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the
laws of the State of Minnesota, without reference to the State's principles of conflicts of law. The
Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts
of Ramsey County, Minnesota.
10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein,
sets forth the entire understanding of the Parties with respect to the subject matter of this
Agreement, and supersedes any and all prior oral and written understandings, quotations,
communications, and agreements. Granicus and Client agree that any and all Orders or SOWS
are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents, the conflict or inconsistency shall be resolved by giving precedence in
the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other
purchase documents; (4) Granicus response to Client's request for RFI, RFP, RFQ; and (5) Client's
RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or
conflicting terms appearing on the purchase order or any other ordering materials submitted by
Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided,
however, that Client acknowledges that it is Client's responsibility to provide the corresponding
purchase order information (including a purchase order number) to Granicus upon the creation
of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding
purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant
to Section 4.1 above.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client
grants Granicus the right to use Client's name and logo in Client lists and marketing materials.
10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
9
Attachment B
Current Granicus Subscription Agreement
First Amendment to the Granicus Service Agreement between Granicus, Inc. and
Rosemead, CA
This First Amendment to the Granicus, Inc. Service Agreement is effective March 1, 2019 and entered into by and
between Granicus, Inc., a California Corporation (hereinafter referred to as "Granicus'9, and Rosemead, CA
(hereinafter referred to as "Client"), with reference to the following -
WHEREAS, the Client and Granicus entered into an Agreement effective 9/2/2014 (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 amenden 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 eacn 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.
lAgreement d Acceptance
By signing this document, the undersigned certifies they have authorityto enter the agreement. The undersigned also
understands the services and terms.
Signat,.
Signature f---->
Name: ori. MoIlleda Name: aC
-ride: city Manager Title: Vice President of Legal
Date: February20, 2019 Date: February 22, 2019
Exhibit A
Granicus Proposal for Rosemead, CA
Name: Andrew Murray
Phone: (202) 407-7435
Email: andrew.murray@granicus.com
Quote Number: Q-56209
Prepared On: 2/12/2019
Valid Through: 3/15/2019
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency, USD
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
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 Clients then -current billing term. Exceptions include
Recurring Captioning Services, SMS, and Targeted Messages.
a
Granicus Encoding AMAX Encoder with Osprey SDI Card. Used to pass commands and data from LiveManager that
Appliance Hardware- include Start/Stop ofwebcast, indexing, and document display. Also serves to distribute video
SDI (AMMO (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
Granicus Proposal for Rosemead, CA
Granicus Contact
Name: Brendan Stierman
Phone: 651-379-6218
Email: brendan.stierman@granicus.com
Proposal
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
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
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.
• 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