HomeMy WebLinkAbout041116_ca08JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT REQUEST
TO: Board of County Commissioners (BoCC)
Philip Morley, County Administrator
FROM: David Goldsmith, Interim Director of Co ity Development (DCD)
David Wayne Johnson, Project Planner
DATE: April 11, 2016
SUBJECT: Granicus "Speak Up" Software Purchase and Service Agreement
STATEMENT OF ISSUE: Jefferson County will be updating its Comprehensive Plan over the next
two years and an important part of the process is engaging the citizens and eliciting their feedback as
required under the Growth Management Act (RCW 36.70A.130 & 140) through a "Public Participation
Program" (P3). One important component of the P3 is an on-line, interactive citizen -base web -portal
called, "Speak Up," where people who cannot attend public meetings can still be informed, engaged and
submit feedback on issues pertinent to the Update, through the DCD webpage. The request is for signing
the purchase and service agreement of the software for this on-line portal called, "Speak Up."
ATTACHMENTS:
• Completed Contract Review Form
• Original Service Agreements for signing
ANALYSIS: The agreement is necessary to proceed with installation and setup of the software
for the web -portal. The web -portal is simply a link on the DCD webpage and does not require
maintenance for the IT department. All setup and maintenance will be done by DCD staff with
assistance from Granicus, the software provider. The software allows a number of different
features staff can use to inform and elicit feedback the citizens, such as surveys, comments and
even voting on proposals.
ALTERNATIVES: No other reasonable and/or affordable alternative was identified after research
into similar software modules. The subject software was recommended by the City of Port Townsend
where is it currently being used for their Comp Plan Update specifically, and for general public input in
general.
FISCAL IMPACT/COST BENEFIT ANALYSIS: The agreement is for a term of three years at
$300.00 a month to be disbursed from funds earmarked for the Comp Plan Update by DCD. The benefit
of the software is to offer an alternative to the public who wish to be involved in the Update
process, but can't easily attend the associated meetings, while being compliance with RCW
36.70A 130 & 140.
RECOMMENDATION: Staff recommends the BoCC review and sign the attached two (2) original
agreements.
REVIEWED BY:
"kik
_i p �unty'� nato�r�
Tffq���
THIS SERVICE AGREEMENT (the "Agreement"), dated as of March 14, 2016 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and
Jefferson County Department of Community Development, a Municipal Corporation of the State of
Washington (the "Client"). Additional definitions of capitalized terms used herein are set forth in
Section 12 hereof.
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as [,,xhibit A, and incorporated herein
by reference, (ii) 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 (iv)
contract with Granicus to administer the Granicus Solution through the Managed Services set forth
in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations, and warranties herein contained, the parties hereto agree as follows:
(3,RANICUS S(.')I�`TWARE AND NJANAGED SERVICES.
.... . ....... . . . .... . ..... ... . .. . ... . ..... SERVICES.
..........
1.1 Sof1warend aServices. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, and Managed Services that comprise the
Granicus Solution as outlined in [",xiii.b.J.-t-A. Managed Services shall mean the services provided by
Granicus to Client as detailed in Fxhibil A. Managed Services Fee shall mean the monthly cost of
the Managed Services, as detailed in Fxhibit A.
GRAN"I" OF HCENSE.
............ . . .
2.1 OwnP..r.s.1JR, Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non -transferable and non-
exclusive license to access the Granicus Software listed in the Proposal and a revocable, non-
sublicensable, non -transferable and non-exclusive right to use the Granicus Software. All Granicus
Software is proprietary to Granicus and protected by intellectual property laws and international
intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to
perform its own work, including Client's work with its customers/constituents. Cancellation of the
Client's Managed Services will also result in the immediate termination of the Client's Software
license as described in Section 2.2 hereof.
2.3 Lin,iitcd Wa I In ..;.....1 x0tiNive Reinedies. Subject to Sections 6.1 and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with the functionality and features as described in the Proposal
for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy
for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the
nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the
GRANICI.JS, INC, SERVICE AGREEMENT 4 Version 6.1
defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with
respect to the alleged defective Granicus Software.
2.4 I,i ' i ' pi ' ' i ' ations. Except for the license in Section 2.2 Granicus retains all ownership and
proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or
permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a
time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from
the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or
copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or
outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined
in the Proposal.
PAYMF'NT01FFF'S
3.1 Client agrees to pay all fees, costs and other amounts as outlined in the
Proposal inhibit A
X ..... ....... .
3.2 Fifty percent (50%) of all up -front fees for all products are due upon
Granicus' receipt of an executed agreement or purchase order, as appropriate. The remaining
fifty percent (50%) of up -front fees for each product are due upon delivery of the respective
product.
3.3 Annual billing for Managed Services for associated products shall begin
upon completion of delivery as defined under Section 3.4 below. Client shall be invoiced for a
twelve (12) month period commencing upon delivery of the configured product(s). Thereafter,
Client will be billed annually in advance. Client agrees to pay all invoices from Granicus within
thirty (30) days of receipt of invoice. Client acknowledges that products may be delivered and
fully operational separate from the other purchased products.
3.4 For Granicus Hardware, delivery is complete once the Client receives
Hardware components with the configured Granicus Software. For Granicus Software, delivery
is complete once the Software is installed, configured, tested and deemed by Granicus to be
ready for Client's use, irrespective of any training services provided to Client by Granicus.
Upon Granicus Hardware and/or Software delivery, Client will have fifteen (15) days to notify
Granicus of any issues or problems. If Client notifies Granicus within such fifteen (15) day
period of issues or problems, Granicus will promptly work to fix those issues or problems.
Granicus oftentimes sells multiple software suites in one transaction. For Clients that have
purchased multiple suites, Granicus reserves the right to start invoicing on a per suite basis when
considered delivered.
3.5 Granicus, Inc. shall send all invoices to:
Name: Jodi Adams
Title: Office Coordinator, DCD
Address: 621 Sheridan St, Port Townsend, WA 98368
Email: jadams@cojefferson.wa.us
3.6 Upon each yearly anniversary of Granicus Hardware and Software delivery
as defined under Section 3.4 above during the term of this Agreement (including both the initial
term and all renewal terms), the Granicus Managed Service Fees shall automatically increase
from the previous Managed Service Fees by five (5) percent per annum.
GRANIcus, fw:, Sr.,Rvccizl AGREEMENT 2 Version 6.1
3.71Agit li Granicus has established best practice training
1 1 "- —.25 -
plans around Success With 0-a11jells services, and Clictits are enc ottraged to take �tdvantage of
all purchased tralinillk Llp-ft'ctnt in order to achieve tile ITN'MiMUM alTIOL111t Of SUCCe",'I's� Witi'l 111e'r
services. All purchased trainitig niust be completc(] wilhin ninety ('90) (lays of Ilia' date of Ille
project kickoff' call, Any purchased training not used during this ninety (90) day period will
exl)il.e. 11'Cliellt fccls diat it is necessary to obtain more training after the initial ninety (90) day
period, Clietil, maty purchase additional training at that tin'tc.
3.8 Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a) Chi's itc "fr, ' i " i ' I ' I ' ing. For any cancellations within forty-eight (48) hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
litindred (100) percent of the purchased training costs and all travel expenses, iticluding any
iolcurred third party cancellation fees. Subsequent training will need to be ptirclnised and
scheduled at the previously quoted pricing.
(b) OnlineTraitoitig. For any cancellations within twenty-four (24) hours of the
scheduled online' training, Granicus, at its sole discretion, may invoice the Client for fifty
(50) percent of the purchased training costs, including any incurred third party cancellation
fees. Subsequent training will need to be purchased and scheduled at the previously quoted
pricing.
)
I ��[ 'IN�' I�MJ!RQY DI-J,JKW10 W
4.1 1spoil, ibil k
9. i V f9;-11..._Contqnt... 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, Oic determination of which calner"'Is,
and microphones shall be operational at ;any particular tinic and atany particular location,
however, Granicus has the right (but not the obligation) to remove any Content that (31'anicus
believes violates any applicable law or this Agreement.
4,2 lie tigg,,s, ,5qLm Client shall not provide Grallicus with any Content that:
(i) infringes any third party's copyright, patent, trademeirk, trade secret or other proprietary
rights; (6) violates any law, Statute, ordinance or regulation, including without limitation the
laws and regulations governing export control and e-mail/spurn; (iii) is defainatory 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 U11laWtId content or activity; (v) contains any viruses, or any other
similar sollware, data, or programs that niay damage, detrimentally interfere with, intercept, or
expropriate any system, data, information, or property of another.
5. d Client's Trademarks are listed in the
Granicus an
Trademark Information exhibit attached as Exhibit -D.
5.1 Each Party shall retain all right, title and interest in and to their own
Trademarks, including any goodwill associated therewith, subject to the limited license granted
pursuartl to Section 5.2 hereof, (Jpon any termination of this Agreement, each Party's right to
use the other Parly's Tradernarks pursuant to this Section 5 terminates.
5.2 Each Party grants to the other a non-exclusive, non -transferable (other than
GRAMM, INC. SERVicf,, AGREEMENT 3 Version 6.1
as provided in Section 5 hereof), limited license to use the other Party's Trademarks as is
reasonably necessary to perform its obligations under this Agreement, provided that any
promotional materials containing the other Party's Trademarks shall be subject to the prior
written approval of such other Party, approval of which shall not be unreasonably withheld.
6. L, MITATION'OF LIABILITY
J11-11--- 1',,-,. -1- . . . .........
6.1 War i:alty Disclaimer. Except as expressly provided herein, Granicus' services,
I ... ...... . ..... r - .... . .. ........ . . ......... .... ..... . I
software and deliverables are provided "as is" and Granicus expressly disclaims any and all express
or implied warranties, including but not limited to implied warranties of merchantability, and fitness
for a particular purpose. Granicus does not warrant that access to or use of its software or services
will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall
be to use commercially reasonable efforts to restore access.
6.2 Limifi,Itiorl of Lia , hiiii " i ' e - s '. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
support; damages or costs relating to the loss of profits or revenues, goodwill, data (including loss of
use or of data, loss or inaccuracy or corruption of data), or cost of procurement of substitute goods,
services or technology, even if advised of the possibility of such damages and even in the event of
the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors'
liability exceed the total amount of Managed Services Fees paid by Client under this Agreement for
the six (6) month period prior to the date the claim arose, regardless of the form of the claim
(including without limitation, any contract, product liability, or tort claim (including negligence,
statutory or otherwise).
Ct&Fl)[-'NTIAI, INFORMATION & OWNERSHI.......P.
. . ..... ....... . .
7.1 Confidentia.litm,Ob igaons. Each party agrees to keep confidential and not
disclose to any third party, and to use only for purposes of performing or as otherwise permitted
under this Agreement, any Confidential Information of the other Party. The receiving party shall
protect the Confidential Information using measures similar to those it takes to protect its own
confidential and proprietary information of a similar nature but not less than reasonable
measures. Each party agrees not to disclose the Confidential Information to any of its
Representatives except those who are required to have the Confidential Information in
connection with this Agreement and then only if such Representative is either subject to a
written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality
that cover the confidential treatment of the Confidential Information.
7.2 ExX K--
el�tjc ns. The obligations of this Section 7 shall not apply if receiving
party can prove by appropriate documentation that such Confidential Information (i) was known
to the receiving party as shown by the receiving party's files at the time of disclosure thereof,
(ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public
domain through no action of the receiving party subsequent to the time of the disclosure thereof,
or (iv) is required by law or government order to be disclosed by the receiving party, provided
that the receiving party shall (i) if permitted by applicable law, notify the disclosing party in
writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii)
use its commercially reasonable efforts at its expense to cause such disclosed Confidential
Information to be treated by such governmental authority as trade secrets and as confidential.
GRANIK:US, INC. SIFRVm� l AGREF.MENT 4 Version 6.1
TERM
8.1 The term of this Agreement shall commence on the date hereof and shall
continue in full force and effect for thirty-six (3 6) months after the date hereof. This Agreement
shall automatically renew in perpetuity for terms of one (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the
party does not wish to renew this Agreement.
8.2 11 sllltt,�rr1,_`Ier°rnn�ati�,11m., Upon any expiration or termination of this
Agreement, and unless otherwise expressly provided in an exhibit to this Agreement:
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client shall immediately return the Granicus Software and all copies thereof
to Granicus, and within thirty (30) days of termination, Client shall deliver a written
certification to Granicus certifying that it no longer has custody of any copies of the Granicus
Software.
(c) Client shall refer to ,I" xhibit ` for the four (4) termination/expiration options
available regarding Content.
8.3 (lliIl�ttw l'11wn crubr,a,�llti;tll Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become due
and owing up to the effective date of termination;
(b) the provisions of 2.1, 2.4, 3, 4, 5, 6., 7, 8.2, 11, and 12 of the Agreement,
and applicable provisions of the exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c) pursuant to the termination or expiration options regarding Content as set
forth on Exhibit F, Granicus shall allow the Client limited access to the Client's Content,
including, but not limited to, all video recordings, timestamps, indices, and cross-referenced
documentation. The Client shall also have the option to order hard copies of the Content in
the form of compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
1.... �_()t'' r IGL I. AN 1 � DI ,( %...lel, "L �1 1,1 w6 E(�1 M1 1 1_.
9.1 (irip_nicus` Ov ions. If the Granicus Software becomes, or in Granicus'
opinion is likely to become, the subject of an infringement claim, Granicus may, at its option
and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as
provided in this Agreement; (ii) replace the Granicus Software with another software product
that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing
options are reasonably available, Granicus may terminate this Agreement and refund any
prepaid fees to Client for which it has not received the services.
CGArrxcus, INC. SL(wicE AGPrEMLNT 5 Version 6.1
10. IN 1 Ia:ltl t tCA Ac,' Rl I T��il;;�NT.
10.1 This Agreement may be extended for use by other municipalities, school
districts and governmental agencies upon execution of an addendum or other signed writing
setting forth all of the terms and conditions for such use, including the products and services
and fees applicable thereto. Any such usage by other entities must be in accordance with the
City Code, Charter and/or procurement rules and regulations of the respective governmental
entity.
11.
MISCE I I ,x,; 91 OU .
11.1 niezidinent and....' .r.rvcr. This Agreement may be amended, modified,
waived or canceled only in writing signed by each of the parties hereto or, in the case of a
waiver, by the party waiving compliance. Any failure by either party to strictly enforce any
provision of this Agreement will not be a waiver of that provision or any further default.
11.2 Qovernin i od y. The laws of the State of Washington shall govern the
validity, construction, and performance of this Agreement, without regard to its conflict of law
principles.
11.3 Consfiucti ml ,ind Severabili;ty. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
11.4 In el eiident Contractors. The parties are independent contractors, and no
other relationship is intended by this Agreement.
11.5 1 01`c w Mi 1 Core. Other than payment obligations, neither party is responsible
for any delay or failure in performance if caused by any event outside the reasonable control of
the party, including without limitation acts of God, government regulations, shortage of
supplies, act of war, act of terrorism, earthquake, or electrical, internet or telecommunications
outage.
11.6 (",l_og� (4m;mm I tr ni�� g Serv, c.es. Client and Granicus may agree that a third
party will provide closed captioning or transcription services under this Agreement. In such
case, Client expressly understands that the third party is an independent contractor and not an
agent or employee of Granicus. Granicus is not liable for acts performed by such independent
third party.
11.7 Litigation Costs., Should lbtr �rtac��� 1r�tvv��r� I've l�rrrti��mr R8rdin ) or
razr, ing..lrr�targjrAj qy y' ill lacgK its own costs and
r la ra crs, rr c aa�li�al; lrt�t pert Irralmtiucl lc ...rli.orw 1 ....� oe� cwotr l costs.,.
12. DE"FINI I I(,II'�,S, In addition to terms defined elsewhere in this Agreement, the following
terms shall have the meaning specified:
12.1 "Confidential Information" shall mean all proprietary or confidential
information disclosed or made available by either party pursuant to this Agreement, directly or
indirectly, in any manner whatsoever (including without limitation, in writing, orally,
4:.nRAMICUS, INC, Ac�rxvicMENT 6 Version 6.1
electronically, or by inspection), that is identified as confidential or proprietary at the time of
disclosure or is of a nature that should reasonably be considered to be confidential, and includes
but is not limited to all business, technical and other information (including without limitation,
III productI services, flinanci,,fl, nial -ketilit" engirlecring, research and developinent information„,,
prmluct spcciflcations, technical data, data sheets, sofjwtirc, ilivelitions, processes, training
nianuals, 1c11(,iw-how and any other infonriation Or Material)-, 1)rOvided, 1I0we ver,
Confidential Information shall not include the Conteilt that is to be published on the Chciit
Website. This Agreement is a "public record" pursuant to Ch. 42.56 RCW, the Washington
Public Records Act, and as such is subject to production should a requester request a copy of it.
12.2 "Content" shall mean any and all, documents, graphics, video, audio,
images, sounds and other content that is streamed or otherwise transmitted or provided by, or
on behalf of, the Client to Granicus.
12.3 "Client Website" shall mean the Client's existing websites.
12.4 "Granicus Application Programmatic Interface" shall mean the Granicus
interface which is used to add, update, extract, or delete information in MediaManager.
12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which
may include Granicus Software, Installation and Training, Managed Services, and Hardware,
as specified in Exhi1:,)4 A.
12.6 "Granicus Software" shall mean all software included with the Granicus
Solution as specified in the attached Proposal that may include but is not limited to:
MediaManagefrm (includes Uploader, Software Development Kit, and Podcasting Services),
MinutesMaker:rm (includes LiveManager), MobileEncoder:rm, VotingSystemTM (includes
Public Vote Display).
12.7 "Hardware" shall mean the equipment components of the Granicus
Solution, as listed in- A.
-----------
12.8 "Managed Services" shall mean the services provided by Granicus to Client
for bandwidth usage associated with live and archived Internet streaming, data storage, and
Granicus Solution maintenance, upgrades, parts, customer support services, and system
monitoring, as detailed in the Proposal attached ass A.
11 . . ...... . .. "I'll
12.9 "Managed Services Fee" shall mean the monthly cost of the Managed
Services, as specified in I..., hibit,A.
12.10 "Meeting Body" shall mean a unique board, commission, agency, or council
1) 1 ihatniect in a publiccztpacity with the objective
, ()dy comprised of'appointed or elected offich Is
Or performing decisions throligh a deniocralic voting process (typically following, Robert's
Rifles of Order). 'I"wo or more Pvlectink- Bodies niay be comprise(] or some 01' all of the sallie
members or officials but may still be considered separate and unique Meeting Bodies al.
Granicus' sole discretion. For example, committees, subcommittees, city councils, planning
commissions, parks and recreation departments, boards of supervisors, school boardqdistricts,
and redevelopment agencies inay be considered separate and unique individual Meeting Bodies
at Granicus' sole discretion.
12.11 "Proposal" shall mean the document where the Granicus Solution that is the
GRANK.J.-IS, N,', SERVICIE, AGREEMENT 7 V esion 6, 1
Miject or tnis 6 SM lm�w
12.12 "Representatives" shall mean the officers, directors, employees, agents,
attorneys, accountants, financial advisors and other representatives of a party.
12.13 "Trademarks" shall mean all trademarks, trade names and logos of Granicus
and Client that are listed li;ibit D attached hereto, and any other trademarks, trade names
and logos that Granicus or Client may specify in writing to the other party from time to time.
Yrgo xh ibits ,-)Yh hicIT-M
incorporated herein by reference as indicated:
Exhibit A:
Proposal
Exhibit B:
Support Information
Exhibit C:
Hardware Exhibit
Exhibit D:
Trademark Information
Exhibit E:
Termination or Expiration Options Regarding Content
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty
authorized representatives,
GRANICUS, INC.
By:
Jason Fletcher
Its: Chief Executive Officer
Address:
707 17"' Street, Suite 4000
Denver, CO 80202
[INSERT CLIENT NAME]
Approved as f0fm Only By:
3 23 lb
Name:
je r on rojecutof
lvamz, Chitf C
0 "es ivi J) A Its:
.. n.,2
jDavid A
GRANICUS, INC. SERVICE AGRE'EMENT 8 Version 6.1
Date:
GRANICUS', INC, SERME AGREEMENT 9 Version 6.1
[The remainder of this page is left blank intentionally.]
GRANICUS, INc. SrRvicr AGREEMENT 10 Version 6
COPYRIGI--il' Oc 2014 GRANICUS, VC,
Managed Services ,v|����T��J -�p�VU����
~"''~(�� �-'``~~�
Granicus provides a comprehensive Managed Services package with every solution to ensure long-lasting success with
our technologies while maximizingyour solution's performance. Our Fully managed and hosted Infrastructure offers
unlimited bandwicith, storage and the highest security standards of your data through a cloud based platform. Our
remooa'proactive sysLemsmonitoring guarantees faster response time, predicts proble(T)s before they arise, and helps
reduce the cost ofIFsupport arid maintenarice.
The Granicusteamworks around -the -clock to ensure your, applications are protected and operating smoothly. You also
receive continual access to advanced learning tools arid the hands-on support, knowledge, and expertise Of Our skilled
Support Engineers and Customer Advocacy professionals.
Pricing Breakdown for your Solution
SpeakUp 1.0 Unit(s) $300.00 $3uu.uu
Total Software Monthly Cost:
$300.00
Total Upfront Cost: $0.00
Total Monthly Cost: $300.00
Current monthly Total Cost:
New Monthly Total Cost:
3peakUp`combines the power ofsocial innovation and cnowdsouncing
with enonline forum tohelp agencies prioritize projects and rnakethe
best decisions fortheir community, Citizens can vote an, comment on,
and share other citizens' ideas, as well as their own.
Government organizations often struggle with sustaining productive
citizen involvement. Fhe o|dwayofdmimgthings—holdinga meeting
intheeveningmte|mcaUgorernmentbuildimg—doasm'tprodmce
the results government agencies want today. In an effort to engage
a broader audience and generate fresh ideas, governments are
implementing online technology to make it easy for more members of
their community tocontribute. SpeakWphelps governments engage
citizens beyond in-person meetings and discover what patters most.
By offering n convenient and more autonomous space to share ideas
a website dedicated to community idea sharing organizations can
capture input and create a collaborative environment beumean citizens
and their government,
R
Granicus' social ideation platform encourages positive
collaboration and offers a meaningful way for residents
to contribute online.
Benefits& Functionality
CoIllect naw ideas from your community
Give residents a convenient way to suggest new
ideas for community in'tprovement through a website
dedicated to social idea sharing. Posting an idea is
easy and if similar ideas already exists, our system will
automatically display those results.
Improve
last -mile and
recreational
transit by installing bike
share hubs throughout
the urban core
nI`� Ir_W 11.1x.I I , ,,
m anr,;
1Y M �0 I 1 1 r, � I'
1 1 IJ I I UII,
Letyouir iresWents manage and Ipidoritize ideas
Other residents, and even government staff, can
prioritize ideas by voting, commenting, and sharing.
Crowdsourcing helps you effortlessly discover and rank
the most important ideas for your Community, helping
improve outcomes and build greater public trust.
Promote your siite through sociall media
and widgets
With our Facebook integration, extend your reach
beyond your SpeakUp portal to connect with a broader
audience. Take promotion to the next level by
embedding widgets throughout your website and
capture your audience's attention as they browse.
11111,11i'10, I f, vll,I'll", , ,, I'll
5
GRANICUS
Get focused answemmon important topics
With forums and gmwcm, post o topic and get feedback
on a specific initiative, All responses are related to your
subject' helping you focus citizen ideas on what's most
important to the organization. For more specific ideas,
survey users and quickly build analytics.
fddhona|Rea� �� es
`swvow;,,n"m°a,mmm muu,� .u"
`oIiluboewn�*
^mol:61A�umgua�vaumxo
`ocugncoV"m/zyve"s
`vwuowsaoump/
^pqo�;Ai,lypnm,
cor)UiJbuic toOther Ideas
`wnix kr��
'heaveoCcm,m.,1u
�uhm*N�ao`ommh/w°Iwo/ik",
Ad6h10na|eeneG:S
^pn"u"nlO, I"Leix"m�
Citizen Participation SuRe
n.
/������'(-Uc� F1'4��`����l�^���y���
��`�~,..�`��. ��,.,`~.��,.�.�`�.^~
World's most experienced provider of government transparency, citizen participation, meeting efficiency, and
`
Over l.00Oclients inall 5Ostates, atevery level ofgovernment
~
Over 31million government mebcasts viewed
More than 265,350 government meetings online
First fully integrated legislaUveworkflmmmanagemcntsystemhorlocal government
Open AN architecture and SDK allow for searniess integrations with systems already in place
Certified integrations provide flexibility and choice of agenda workflow solutions
Exclusive provider wfthe iLegis|atcPad application that allows users toreview agendas and supporting
materials, bookmark and take notes on Items, strearn archived videos, arid review community feedback
Only government webcasting service to provide encoding, minutes annotation, transcription, and closed
captioning services
^
Truly unlimited storage and distribution for all meeting bodies and non-rneeting content
'
Indefinite retention schedules for all archived meeting and non -meeting content
'
Only provider of both government webcasting arid citizen engagement services
^
24/7/365 customer service and support
^ 97%customer satisfaction rating, 98.5%client retention rating
^
One ofthe 1UOcompanies that matter most inonline video byStreaming Media magazine
'
Ranked 106onDeloitte 5DOfastest growing companies
^
Ranked 419onInc 5DOfastest growing companies
`
Client Success stories are available here: http:Nmww.granicuszom/custnrnecs/case-studies/
Pr(}DoSa|ToFOOs aD'�(—ODr�iti(]D5
Proposal
^
Sales tax may apply depending onyour organ|zadons tax status and the tax laws unique uoyour state, County
and/or municipality
^
Fifty percent (5Ow)o[all upfront fees for all products are due upon Granicus' receipt of an executed agreement
or purchase order, as appropriate. The remaining fifty percent (50%) of up -front fees for each product are due
upon delivery ofthat product.
Annual billing for Managed Services for associated products shall begin upon cornpletion of delivery as defined
below. Client Shall be invoiced for a twelve (12) month period commencing upon delivery of the configured
product(s),Theeaftcr,Client will bebilled annually inadvance. Client agrees uzpay all invoices from Gran|cus
within thirty (30) days of receipt of invoice. Client acknowledges that products rnay be delivered and fully
operational separate from the other purchased products.
For Granicus Hardware, delivery is complete once t1ne Client receives [ IdV dVVdl e Lun/punV/L,wiU/U=cuohgu/ed
Granicus Software. For Granicus Software, delivery is complete once the Software is installed, configured, tested
and deemed by GraniCUS to be ready for Client's use, Irrespective of any training services pi ovided to Client by
Granicus. Granicus oftentimes sells multiple software suites in one transaction. For Clients that have purchased
multiple suites, Granicus reserves the right to start invoicing on a per suite basis when considered delivered.
^
For existing clients, the costs associated with this proposal or purchase or -der are in addition to client's existing
sem4ces.
^ \[ Client's solution requires any onsite training, Client agrees to pay travel expenses for 6ranicusemployees
(including but not limited to airfare, lodging, meals) not to exceed two thousand dollars ($2,000.00) per trip.
'
If multiple products are included in this proposal, product scope of work tirnellnes might not run parallel to each
other and extend the time ofthe overall prcJect.
EXHIBIT B
SUPPORT INFORMATION
The support staff at Granicus may be contacted by the Client at its mailing
address, general and support -only telephone numbers, and via e-mail or the Internet.
(a) trifling �kddr�m, Mail may be sent to the support staff at Granicus
headquarters, located at 707 17"' Street, Suite 4000, Denver, CO 80202.
(b) Tekpbone Nuirib - ei, ' s ' , Office staff may be reached from 5:00 AM to 6:00 PM
Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be
reached at (415) 357-3618 opt 1.
(c) Internet and F-niail Contact Information. The website for Granicus is
Iitcp://WA 211. 111. E-mail may be sent to the support staff at
ic USX0111.
2. S.qppqq_ToJJ.cy,, When Granicus receives notification of an issue from Client, Granicus, Inc.
customer advocate or technical support engineer will respond with notice that they will be actively working
to resolve the issue. Granicus, Inc. will make a good faith effort to give an assessment of the issue and an
estimated time for resolution. Notification shall be the documented time that the Client either calls or e-
mails Granicus, Inc. to notify them of an issue or the documented time that Granicus, Inc. notifies Client
there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable
to its customers and licensees generally, from time to time, upon reasonable notice.
3. Scheduled 94 intenance, Scheduled maintenance of the Granicus Solution will not be counted as
- ..........
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the
maintenance. Granicus will provide the Client with at least three (3) days prior notice for any scheduled
maintenance. All system maintenance will only be performed during these times, except in the case of an
emergency. In the case that emergency maintenance is required, the Client will be provided as much
advance notice, if any, as possible under the circumstances.
4. Sortire E111hancements or Mod i ficado, The Client may, from time to time, request that Granicus
. .... ..................... . . . . ons,,
incorporate certain features, enhancements or modifications ("Modifications") into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Agreement, Granicus and Client will
use commercially reasonable efforts to enter into a written scope of work ("SOW") setting forth the
Modifications to be done, the timeline to perform the work and the fees and costs to be paid by Client for
the work.
4.1 D� The SOW will include a detailed requirements and detailed design document
- llwnlati -
illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project
schedule, and other information relevant to the project. Such Modifications shall become part of the licensed
Granicus Software.
4.2 &'� pqnce. Client understands that all work contemplated by this exhibit is on a "time -and -
materials" basis unless otherwise stated in the SOW. Delivery of the software containing the
Modifications shall be complete once such software is delivered and deemed by Granicus to be ready
for Client's use. Client will have fifteen (15) days after delivery of the Modifications to notify Granicus
GRANICUS, INC. SERVICE AGREEMENT 1 I Version 6
of any issues or problems. If Client notifies Granicus within micli fifteen (15) day period of issues or
problems, Granicus will promptlywork to fix tlgow issues or problems.
4.3 ]'ille to Modifications. All such Modifications shall bethe sole property of Granicus.
5. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
GRANICUS, INC. SERVICE AGREEmrm' 12 Version 6
IN14111.
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Agreement
between Granicus and Client, for the Hardware components of the Granicus Solution (the "Hardware")
provided by Granicus to Client. This exhibit is an additional part of the Agreement and is incorporated
therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the
Agreement.
Price. The price for the Hardware shall be the price specified in the Proposal.
2. 90-i-verv. Any scheduled ship date quoted is approximate and not the essence of this exhibit.
Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the
use of the term "sale" or "purchase."
3.ccP AlpA;1tLce. Use of the Hardware by Client, its agents, employees or licensees, or the failure by
. ........... .
Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes
Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable
written specifications.
4. Ser,41ipe Rcspxjn�c�,Ijln-iq_. For hardware issues requiring replacement, Granicus shall respond to the
request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will
occur within seventy-two (72) hours of determination of a hardware issue, not including the time it takes
for the part to ship and travel to the Client. The Client shall grant Granicus, or its representatives access to
the equipment for the purpose of repair or replacement at reasonable times. Granicus will keep the Client
informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is received
Client's responsibilities will include:
a. Mount server on client rack (if applicable)
b. Connecting original network cables.
c. Connecting original audio and video cables (if applicable).
5. LIMITATION OF IJ AB itscy. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES
ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS
OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE
BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT
ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE
PAID TO GRANICUS BY CLIENT FOR THE HARDWARE.
6. 1, �,irdware. In the event of malfunction for Hardware provided by Granicus, Hardware will be
III - - — ---------- I
repaired or replaced as per the warranty, and as detailed in this Exhibit. Granicus provides the above-
mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed
by the iiiaiit�tfaeturer chosen by Gninictis within the 11ardware, proVi(Je(l to fl'je CliCjjt.TJIM� SORWJIT t0018
have becii (loalified by Granicus to allow the highest level o12 service lbrttw client. While it is Grallictis,
intention to provide all Clients with the same level of ckistoiiier care and warraoty, shotild the (1ictit decline
these recommended tools, certain levels of service and warranty may not guaranteed.
GRANICUS, INC. SERV[cE MREEMENT 13 Version 6
7. " ecessibi li 'e ty. Granicus leverages remote access tools such as Logmein for installation and
ongoing maintenancof Granicus software. These tools are designed to provide Granicus technicians with
♦&2,gr.*Se 2-ki decide to decline these
remote tools, Granicus cannot guarantee optimal level of service due to limited access to Granicus
Hardware. Client understand that should they decide to use internal methods of access, such as P'.. Client
2 i
.,0.1 is Lozvmqsiir4 I " Ell ',j M
8... For Hardware purchased from Granicus by Client, Granicus will
. ....... ... . ..... . ........... . ..
provide to Client a three (3) year wtirrwity with respect to the I lardware. Withiii the three (3) year warranty
period, Ch-anicLis shall repair or rcplacewy I hardware provided directly rrorri Grardcus that bails to FunctionJ
proj)et1y due to 11o"I'lal wcal- te;,jj-, defective worlonaiiship, or defccl ive i riatcrials,
9.
M_', cl-la,rd.w.are. The Granicus platform is designed and rigorously tested based
on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use
of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with
the same level of customer care and continuous software upgrades, Granicus does not make any guarantees
or warranties whatsoever in the event Client uses non -approved hardware.
10. cliell _(] ,
to llardware, Prohibited. Client shall not install any software or so ftw are
components that have not been agreed upon in advance between Client and Granicus technical staff. While
it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make
any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision.
GTRAMCUS, INC. Sl[,.RVKE; AGREEMEN'r 14 Version 6
1 WA 4911 .1110
t I 1 0113 F.11 IN 'A 10110.L
j Us R iste ed']'radenjarks 0() lnqludc�
00 GRANICUS
f .&, "z
Granicus'
Legistar(D
MediaVault'
MinutesMaker'
Mobile Encoder'
Outcast Encoder'
StreamReplicatorl
Graiflctis I 11ntdemark Nanles
CivicIdeaST"
iLegislate TI
InS ite T
Integrated Public Record T"
Intelligent Routing TM
LinkedMinuteSTM
Live Manager TM
MediaCenter T
MediaManager T
MediaVaulf'"
MeetingMemberT"°
MeetingServer T
Simulcast EncoderT"'
VoteCast"
VoteCasf" Classic
VoteCasfm Touch
I K -
http://www.granicus.com/help/legal/copyright-and-trademark/.
lie ItTradernarks
GRAMCUS,INC, SEPvicr, AGRLFMENT 15 Version 6
En case of tennination or expiration of the 4..greement, Granicus and the Client shall work together to
provide the Client with a copy of its Content. The Client shall have the option to choose one (1) of the
following methods to obtain a copy of its Content:
Option 1: Video/Audio files made available through an external hard drive or FTP site in its raw
non-proprietary format. A CSV file will be included providing file name mapping and date. This
option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable.
• Option 2: Provide the Content via download from the application U1. This option shall be provided
free of charge and is available anytime.
0, Option 3: Provide the means to pull the content using the Granicus Application Programming
Interface (API). This option is provided free of charge and is available at anytime.
• Option 4: Professional services can be contracted for a fee to customize the retrieval of content
from the system.
The Client and Granicus shall work together and make their best efforts to transfer the Content within the
sixty (60) day termination 1.)cHod. Granicus has the right to delete Cmitent from its services after sixty
(60) thays, or whenever transfer of content is completed, wbichever is later.
GRAWCUS, INC, SERVcE AGRLEIMENT 16 Version 6