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HomeMy WebLinkAbout14-1223 Granicus GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of December 23, 2014 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and the City of Elgin, Illinois(the"Client"). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services;and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) continue with Client's existing solution as described in the Current Solution document, which is attached as Exhibit B, and incorporated herein by reference, (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 Exhibits A and B. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein contained,the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution ("Granicus Solution") as outlined in Exhibits A and B. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibits A and B. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibits A and B. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty: Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus — -- -- Page 1 — Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. In the event that Granicus is unable to cure the warranty breach within ninety (90) days' notice by the Client, the Client is entitled to terminate the Agreement with no further cost to the Client. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies thereof,except as expressly outlined in the Proposal. 3. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibits A and B. The cost for the addition of the Boards and Commissions Application (detailed in Exhibit A)to the existing Client Agreement shall be nine thousand dollars and zero cents ($9,000.00), payable in monthly installments of seven hundred and fifty dollars and zero cents($750.00). This cost is in addition to the Clients' existing solution (detailed in Exhibit B), the price of which is seven thousand two hundred dollars and zero cents ($7,200.00) per year, payable in monthly installments of six hundred dollars and zero cents($600,00). Upon execution of this Agreement, the total price for all goods and services provided by Granicus pursuant to this agreement shall be sixteen thousand two hundred dollars and zero cents ($16,200.00) per year, payable in monthly installments of one thousand three hundred fifty dollars and zero cents($1,350.00)as described in Sections 3.2 and 3.3 below. 3.2 Clients who enter into an agreement with Granicus(with a minimum three(3)year term)to purchase eligible Granicus product(s) prior to December 31, 2014, qualify for a one-time promotion.Eligible products under this promotion include: Government Transparency, Meeting Efficiency, Citizen Participation,Boards & Commissions, iLegislate + VoteCast, and iLegislate + Civic Engagement.As part of this promotion, the Client will receive Monthly Managed Service Fees ("MMS")at no cost to the Client until July 1, 2015. Discounted billing for Monthly Managed Services will start after deployment has been completed". The MMS pricing will revert to one hundred percent (100%) of the regular price after July 1, 2015. Up-front costs are not affected by this promotion. Monthly Managed service fees on Client's current services are not affected by this promotion.This promotion cannot be used in conjunction with any other discount or promotion. 3.3 Quarterly billing for Managed Services for associated product suites shall begin upon completion of deployment of each suite. Client will be invoiced a pro-rated amount from the product suite deployment completion date through the end of the quarter. Thereafter,Client will be billed each January 1, April 1, July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty(30) days of receipt of invoice. Client acknowledges that each suite is fully operational separate from the other purchased suites. Client's acceptance of any individual suite is not conditioned upon the acceptance of any other suite as they are separate solutions. For Open Platform,Government Transparency,and Meeting Efficiency Suites,deployment is complete once the software is installed,tested and deemed by Granicus to be ready for Client's use. Page 2 For Legislative Management deployment is complete once the hardware and software are installed, tested,and deemed by Granicus to be ready for Client's use,and the Legistar database is configured for the Client.The database is considered to be fully configured after the final Needs Analysis Call. 3.4 Granicus,Inc. shall send all invoices to: Name: Title: Address: 3.5 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of Labor and Statistics website hqp://www.bls.gov/CPI/ or three (3) percent a year on Client's Managed Services Fee,whichever is larger. 3.6 Training Usage Policies. Granicus has established best practice training plans around success with Granicus services, and Clients are encouraged to take advantage of all purchased training up-front in order to achieve the maximum amount of success with their services. All purchased training must be completed within sixty (60) days of the date of the first date of training per suite. Any purchased training not used during this sixty (60) day period will expire. If Client feels that it is necessary to obtain more training after the initial sixty (60) day period,Client may purchase additional training at that time 3.7 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty—eight(48)hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training, when requested, will be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four(24) hours of the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable,the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any Content that: (i)infringes any third parry's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates any law, statute, ordinance or regulation, including without limitation the laws and regulations - Page 3 governing export control and e-mail/spam; (iii)is defamatory or trade libelous; (iv)is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v)contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information,or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit E. 5.1 Each Party shall retain all right, title and interest in and.to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement,each Parry's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non-exclusive, non-transferable (other than as provided in Section 5 hereof), limited license to use the other parry's Trademarks as is reasonably necessary to perform its obligations under this Agreement,provided that any promotional materials containing the other parry's Trademarks shall be subject to the prior written approval of such other party,which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided"as is"and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages,whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of profits or revenues,goodwill, data(including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INFORMATION&OWNERSHIP. 7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other --- Page 4 — information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically,or by inspection);provided,however,that Confidential Information shall not include the Content that is to be published on the website(s)of Client. 7.2 Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the 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. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving parry'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)use its best efforts within reason to 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. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for thirty-six (36) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rigglits Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access 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. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, Page 5 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, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format;and (d) Granicus has the right to delete. Content within sixty (60) days of the expiration or termination of this Agreement. 9. PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 10. INTERLOCAL AGREEMENT. This contract may be extended for use by other municipalities, school districts and governmental agencies. 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. MISCELLANEOUS. 11.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 11.2 Governing Law. The laws of the State of Illinois shall govern the validity, construction,and performance of this Agreement,without regard to its conflict of law principles. 11.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 11.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. ---- Page 6 - 11.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God,government regulations, shortage of supplies,act of war,act of terrorism,earthquake,or electrical,internet or telecommunications outage. 11.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. 11.7 Priority of Documents. This agreement shall supersede and replace any and all existing agreements between the parties hereto regarding the subject matter hereof. Page 7 This Agreement consists of this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Current Solution Exhibit C: Support Information Exhibit D: Hardware Exhibit Exhibit E: Trademark Information Exhibit F: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS,INC. By: Jason Fletcher Its: Chief Executive Officer Address: 600 Harrison St, Suite 120 San Francisco,CA 94107 CITY OF E ,ILLINOIS By: Name: Its: Address: Date: _ Page 8 EXHIBIT A PROPOSAL —— Page 9 GRANICUS SOLUTION DRAFT" •' • Illinois Government Transparency, Efficiency, and Collaboration Solutions f DOCUMENT VERSION 4.0 (CONFIDENTIAL) E LG1 N July 3,2014 TfiE CITY IN THE SUBURBS Copyright Co 2014 Granicus,Inc. July 3,2014 Hello Kim, Thank you for your continued consideration of Granicus. We are excited to support,foster and further enable your transparency,citizen participation,public meeting workflow,initiatives and needs. On the following few pages,you will find a breakdown and overview of the needs that we have uncovered. I like to consider this a living,breathing document -we will continue to update and edit this document as our conversations continue,so that when the time comes for us to kick this project off,we will have not only a full summary of our project,but a comprehensive summary of the process that got us here and the specific initiatives we are looking to fulfill. This will help us to align our expectations,and confirm that I am on the same page with you and the City as to your goals and objectives. This letter includes details from our demonstrations and discussions both regatding this project,and conversations relating to the City's overall initiative(s). Please take some time to carefully review this information,so that we can be as inclusive as possible,and so that we can ensure that we have captured all pertinent information relating to this project. 2 V1VVW.GRANICUS.COM•600 HARRISON STREET,SUITE 72o,SAN FRANCISCO,CA 94107.(415)357.3618 Primary Business Need During our conversations and assessment of Elgin's primary business challenges,we discovered the following needs: • Elgin's current process of managing the boards and commissions process is labor,paper,and time intensive. • The Clerks'office current keeps all board,commission and member information in a spreadsheet;this includes term lengths,term expirations,and personal information of applicants and members. • The City Clerk receives applications either in paper form or emailed in PDF format;all information must then be manually entered into the spreadsheet,whether it was emailed or not. • The Clerks'office must create memos for City Council when there is a vacancy;this requires the spreadsheet to be manually reviewed for qualifying applicants. Memos often take many hours to complete. • When a citizen has questions about vacancies and/or boards and commissions,they must come to the Clerks'office to get answers.This takes time for Kim and Jennifer to respond. • For FOIA requests,the Clerks'office must manually redact information when necessary. 1APA71V.GRANICUS.COMs 600 HARRISON STREET,SUITE 120,SAN FRANCISCO,CA 94107•(05)357-3618 Solutions We have discussed some specific ways to address the challenges Elgin is facing.Below is a list that I believe represents the best possible solutions. • Responding to applicants immediately and automatically would save the Clerks'office a great deal of time. • The Clerks'office would like the ability to easily run a report on things like term expiration,duration of a term,historical information,prior members,etc. • Implementing a software solution which allows the user to use a keyword search for specialties and backgrounds of applicants in order to recommend the most qualified individuals to City Council. • This keyword search should also be available for searching other member information,and for sorting and filtering based on board,term,political affiliation,demographics,etc. • The City would like to implement an electronic application process which automatically feeds into the aforementioned database. • Memos presented to City Council regarding applicants for vacancies could be easily created in a matter of minutes,in a branded and professional PDF format. • The City would like to revamp the online presence of Boards and Commissions to not only provides the ability for online application for vacancies,but also information on all boards and commissions. • The Clerk's office would like the ability to easily redact documents when necessary. 4 WMV.GRANICUS.COM•600 HARRISON STREET,SUITE uo,SAN FRANCISCO,CA 94107•(415)357.36t8 i Value for Elgin We discussed the results that Elgin would experience,and the effect these solutions would have on departmental and overall City operations.The following were measurable results that you wanted to achieve: • Automating the process of managing boards,commissions,vacancies,applications,and appointments would save the Clerks'office a great deal of time. • Having the ability to automatically send emails to applicants,members,specified groups of people,or an entire board would save the Clerks'office the time to manually draft and send these emails and notifications individually. • The Clerks'office would benefit from the ability to run reports on details like term expiration, duration of a term, historical information,prior members,etc.This would save hours of time,when a memo must be presented to Council, or when historical reports are requested. • Rather than reading manually through a spreadsheet,the Clerks'office would be able to conduct keyword searches for specialties and backgrounds of applicants in order to recommend the most qualified individuals to City Council. • The ability to search,sort and filter based on political affiliation,demographic,etc.will allow Elgin to more easily appoint more balance boards and commissions. • Implementing an electronic application process which automatically feeds into the aforementioned database would save hours of staff time each time an application is received. • Memos would be able to be created in a matter of minutes rather than hours. • Including more information on the Boards and Commissions page of the City website would reduce the amount of time spent responding to calls and emails with questions on vacancies. • Having the ability to redact documents at the click of a button would save the time of having to print,redact,and scan back in before distributing. 5 1/AV.GRANICUS.CO.10•Goo HARRISON STREET,SUITE izo,SAN FRANCISC.O,CA 94107•(415)357T3618 Plan We haven't yet discussed a"go-live"date for the City of Elgin. However,it is important to note that we will need to have an executed Amendment and/or PO in place no later than 45 days prior to the desired"go-live"date,once established. Attached you will also find more details of our specific products included in the proposed solution,some of our key differentiators,some unofficial pricing talking points,and a checklist that Outlines our next steps. Granicus has partnered with over t,000 government entities to help them build trust with citizens,reduce staff time spent on processing meetings,and engage citizens in productive new ways.Granicus has over 35 years of government-focused experience which has allowed us to develop solutions with government in mind.We hope that you enjoy being part of the Granicus client family. Very best, Erin ERIN ENGLISH I ACCOUNT MANAGER Granicus,Inc. work:415.967.5598 Erin@Granicus.com 6 WWW.GRANICUS.COM•600 HARRISON STREET,SUITE Izo,SAN FRANCISCO,CA 94107•(415)357-3618 PROPOSAL NEXT STEPS We believe in setting the right expectations with our customers while you are evaluating Granicus. Our validation process confirms that our solution can work with the following: 1. Your networking environment z. Your audio and video equipment 3. Your existing internet connection 4. Your workflow processes 5. Your agenda and minutes formats 6. Any other applicable items In order to do that,a proper technical review of this draft is the next step. It ensures that you know for sure that a Granicus solution will work for you and has the desired solution components you are looking for. This proposal is not complete until we know that it has met all of the technical requirements,and that it has all the Correct solution elements and services that you'll want and need to be successful. Once the solution and proposal have been validated,Granicus will deliver a validated,official proposal to you. 7 WMj.GRANICUS.COM•600 UARRISON STREET,SUITE 120,SAN FRANCISCO,CA 94107•(415)3579618 PROPOSAL VALIDATION Item Date Contact Initial Solution Discussion June 24`',2014 Kim Dewis Kim Dewis Initial Solution Demonstration July t',2014 Jennifer Quinton Pricing Review, July 8"2014 Kim Dewis Jennifer Quinton Technical Solution Review TBD Kim Dewis Project Timeline Review TBD Kim Dewis Funding/Procurement Process Review TBD Kim Dewis Project Approved TBD Kim Dewis Work Order Received/Contract Executed At least 45 days prior to go-live date Kim Dewis Project Kickoff Call TBD Kim Dewis Project Go Live TBD Kim Dewis Post Project Value Realization Discussion Within 3o Days of Go-Live Date Kim Dewis 8 WWW,GRANICUS.COM•600 HARRISON STREET,SUITE ao,SAN FRANCISCO,CA 94107•(415)357.36i8 GRANICUS WWW,GRANICUS.COM 600 HARRISON STREET. SUITE 120, SAN FRANCISCO. CA 94107 i s ANICUS Pricing Breakdown for your Solution ftwa re Unit(Monthly) Total(Monthly) Boards and Commissions 1 $750.00 $750.00 Total Software Monthly Cost: $750.00 Total Upfront Cost: $0.00 Total 15Y Year Cost: $9,000.00 Total Subsequent Year Cost: $9,000.00 New Total Maintenance(Current Cost+Upgrade Cost. $1,3501month OR$16,200/year WWW.GRANICUS.COM • 600 HARRISON STREET. SUITE 120. SAN FRANCISCO, CA 94107 GRANICUS Promotion Terms: Clients who enter into an agreement with Granicus(with a minimum three(3)year term)to purchase eligible Granicus product(s)prior to December 31,2014, qualify for a one-time promotion.Eligible products under this promotion include:Government Transparency,Meeting Efficiency,Citizen Participation,Boards &Commissions,iLegislate+VoteCost and iLegislate+Civic Engagement,As part of this promotion,the Client will receive Monthly Managed Service Fees ("MMS)at no cost to the Client until july 1,2015.Discounted billing for Monthly Managed Services will start after deployment has been completed**.The MMS pricing will revert to one hundred percent(1009b)of the regular price afterjuly 1,2015.Up front costs are not affected by this promotion.Monthly Managed service fees on Client's current services are not affected by this promotion.This promotion cannot be used in conjunction with any other discount or promotion. **In an effort to ensure our customers leverage this promotion in the most advantageous way,it's imperative that project pre-requisites are completed prior to the start projects.Your sales representative and your soles engineer will work with you in gathering the necessary items such as:technical requirements and preparation,primary users and leads contacts,workflow definitions,document template assessments.Other pre-requisite items may be required depending on the solution,Your Granicus representatives)will determine these requirements. Granicus has seen historically that the contracting phase of the agreement tends to take the most time.Please note thatyour project cannot begin deployment until both parties has signed and agreed on the contract. For Government Transparency,Meeting Efficiency,Citizen Participation,Boards&Commissions,iLegislate i VoteCast;and iLegislate+Civic Engagement solutions,deployment is complete once the software has been provisioned and configured by Granicus based on technical scope and workflow definitions determined throughout the implementation process.The software is considered deployed once all software is installed which occurs prior to customer training. Managed Services Granicus provides a comprehensive Managed Services package with every solution to ensure long-lasting success with our technologies while maximizing your solution's performance. Our fully managed and hosted infrastructure offers unlimited bandwidth, storage and the highest security standards of your data through a cloud-based platform. Our remote, proactive systems monitoring guarantees faster response time, predicts problems before they arise,and helps reduce the cost of IT support and maintenance. The Granicus team works around-the-clock to ensure your applications are protected and operating smoothly.You also receive continual access to advanced learning tools and the hands-on support, knowledge, and expertise of our skilled Support Engineers and Customer Advocacy professionals. Boards & Commissions The Boards and Commissions app is designed to help government agencies easily manage government body appointments,vacancies,and citizen applications online. Now,the public can easily see what boards and commissions exist and take the opportunity to apply for open seats quickly from the web. WWW.GRANICUS.COM • 600 HARRISON STREET. SUITE 120, SAN FRANCISCO, CA 94107 GRANICUS Traditionally, applying for boards and commissions is a paper-heavy and labor intensive process involving a lot of emails, phone calls, public notices, multiple systems and ongoing coordination throughout the year for governing bodies.This application simplifies the entire administrative process with online appointment workflows.There are even automated email form letters,and website widget builders to save time in the recruitment process. Some of the key features it includes: • Easily publish and promote open vacancies on their website and across social networks • Customize and design your citizen application template and leverage a seamless integration to any government website • Filter and qualify applicants using simple and effective search tools —....=/ • Auto-generate communications and follow up for all steps of the application&appointment process t • Intelligent dashboard for monitoring terms and vacancies with built in alert system � • Integrates seamlessly with Granicus' Legislative Management toolset Mi�M.�lifr.,l o WWW.GRANICUS,COM - 600 HARRISON STREET, SUITE 120, SAN FRANCISCO. CA 94107 L GRANICUS BOARDS AND COMMISSIONS Customer Implementation Plan A Granicus Boards&Commissions implementation consists of three phases. The tasks in the first phase rely heavily on the collection and delivery of various data from the customer. In the second phase, the ownership of tasks shifts to Granicus, as this is the stage where the data provided by the customer is used to install and configure the actual Boards&Commissions application.The third and final phase consists of a joint collaboration between the customer and Granicus to validate the various Boards& Commissions configurations, and to introduce the available training and customer care resources. Timeline Task Description Task Owner Date Week 0 Client gathers and sends initial Board Custom Details to track Client TBD files Users(Name,Emails) Internal Tracking details for applicants Member Roster in Excel Current Applicants in Excel Week 1 Deploy Boards and Installation of Boards and Granicus TBD Commissions application Commissions App on client's Project Granicus Platform. Manager Week 1 Application setup Create Application Granicus TBD Add Custom Board Details Designer Add Custom Internal Tracking Set up initial'widgets' Week 1 Email main client contact with Client main contacts have Granicus TBD initial setup complete access to the application Project Manager Week 1 Import data If client provided boards,board Granicus Data TBD rosters and citizen applicants, Manager import data into system Week 1 Boards and Commissions Users Email users with training Granicus TBD Training&Introduction program and links to the Project application Manager Week 2 Validation Call Group call with main B&C users, Granicus TBD webmaster and IT for application Project review&checkoff Manager GRANICUS Granicus Differentiators • World's most experienced provider of government transparency, citizen participation, meeting efficiency, and legislative management solutions with: • Over 1,000 clients in all 50 states,at every level of government • Over 31 million government webcasts viewed • More than 265,350 government meetings online • First fully integrated legislative workflow management system for local government • Open API architecture and SDK allow for seamless integrations with systems already in place • Certified integrations provide flexibility and choice of agenda workflow solutions • Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting materials, bookmark and take notes on items, stream archived videos,and review community feedback • Only government webcasting service to provide encoding, minutes annotation,transcription,and closed captioning services • Truly unlimited storage and distribution for all meeting bodies and non-meeting content • Indefinite retention schedules for all archived meeting and non-meeting content • Only provider of both government webcasting and citizen engagement services • 24/7/365 Customer service and support • 97%customer satisfaction rating,98.5%client retention rating • One of the 100 companies that matter most in online video by Streaming Media magazine • Ranked 185 on Deloitte 500 fastest growing companies • Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here: http://www.granicus.com/customers/case-studies/ WWW.GRANICUS,CCIM 600 HARRISON STREET. SUITE 120, SAN FRANCISCO, CA 94107 GRANICUS • All suites require the Granicus Open Platform • Sales tax may apply depending on your organization's tax status and the tax laws unique to your state,county and/or municipality • Quarterly billing for Managed Services shall begin upon completion of deployment. Client will be invoiced a pro- rated amount from the deployment completion date through the end of the quarter. Thereafter, Client will be billed each January 1,April 1,July 1,and October 1. Client agrees to pay all invoices from Granicus within thirty (30)days of receipt of invoice. • Fifty percent(50%)of all up-front fees are due upon Granicus' receipt of a purchase order. The remaining fifty percent(50%)of up-front fees are due upon completion of deployment. Quarterly billing for Managed Services shall begin upon completion of deployment. Client will be invoiced a pro-rated amount from the deployment completion date through the end of the quarter. Thereafter, Client will be billed each January 1,April 1,July 1, and October 1. Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of invoice. For Open Platform, Government Transparency,and Meeting Efficiency Suites,deployment is complete once the software is installed,tested and deemed by Granicus to be ready for Client's use. For Legislative Management, deployment is complete once the hardware and software are installed,tested,and deemed by Granicus to be ready for Client's use,and the Legistar database is configured for the Client.The database is considered to be fully configured after the final Needs Analysis Call. WWW.GRANICUS•COM . 600 HARRISON STREET. SUITE 120• SAN FRANCISCO, CA 94107 GRANICUS w Legislative e Management t t E 4 m'v x Legislative workflows often require a significant commit- ■ • ment from clerical staff. Drafting legislation, getting items approved, compiling information from various departments, and creating an agenda are integral parts of the pre-meet- • • ing process,yet can be very time-consuming.Then,there are live and post-meeting processes that staff must follow to en- sure an accurate account of a meeting,With so many moving • parts,steps can be overlooked or items can be inadvertently dropped. Using a completely automated, round-trip legisla- tive workflow solution can save staff countless hours while helping them maintain legislative accuracy. • Granicus' Legislative Management Suite, powered by Legis- • • tar technology,allows government staff to easily manage the • entire legislative process from start to finish. From drafting files,through assignment to various departments,to final ap- • proval,this suite is an automated solution designed to reduce workloads and create a more efficient method for managing decisions. • .�• . . 4 © GRANICUS The Legislative Management Suite helps governments orga- nize,store and easily retrieve electronic documents all in one sytem.It also maintains all legislative data and tracks each ' item's path through the entire process.Plus,it allows staff to quickly and easily publish agenda and minutes documents to the Web,helping ensure records availability and promote government transparency. Simplify the agenda creation process Create legislative items for meeting agendas Easily create new files for meeting agendas.By indicating the item type(resolution,ordinance,etc.),meeting body in con- trol of the item,and the item's status,items are automatically placed on the appropriate agenda. Draft items in a familiar system and add supporting materials Simply type the file text directly into the system or draft it in the familiar template of Microsoft Word'.Create templates and standard paragraphs for quick drafting.Once the text of an item is complete,add supporting attachments of any file type to substantiate the item.Staff,elected memebers and even residents can submit agenda items through a form on your website. Automate agenda item approvals with electronic approval routing Electronically route agenda items for approvals.Create an automated approval sequence and let the system manage the work.Selected approvers will be notified when the item is ready for their review.Approvers can review all item details, supporting documents,make edits,approve or deny the re- quest through the system or a browser-based form. �• • • . ., GRANICUS 1 1 Keep the public informed - publish agendas to your website Assemble complete agendas packets for _ upcoming meetings �v Gather and compile legislative data for meeting agendas with the push of a button.Items are automatically placed on agen- das and can also be added on the fly.Once the agenda is compiled,print or publish full packets to the Web.With iLegis- late,review published agendas and supporting documents, bookmark and take notes on Items,all through a native Pad application. Save time with a continuous legislative workflow Capture all meeting actions into a draft minutes document for a seamless,roundtrip workflow.Agenda items can be auto- matically reassigned to the appropriate department based on the actions taken during a meeting,saving staff time and reducing errors. Offer the public an easy-to-use online legislative portal Residents can search legislative text,attachments,agendas, minutes,votes and more.Both the public and staff can track legislative history over a given period of time and view a cal- endar of upcoming and previous meeting details.Citizens can also look-up elected officials,track positions and even apply online. Organize,store and retrieve documents with ease Organize and store electronic documents of any file format in one repository.All documents are automatically tagged and indexed with metadata,making search and retrieval easy. Track legislative items and generate historical reports Track bills,resolutions or other legislation from inception through approvals and actions taken.Easily search all file history and generate legislative reports. GRANICUS G✓ • • Ol VoteCast TM meeting voting on - Pad iLegislate, our "Chief of Staff in an app", which has brought meeting - research, preparation, and collaboration to the fingertips of staff and elected officials, now functions as a real-time meeting voting tool. By integrating iLegislate with our VoteCast application,effortlessly capture votes and speaker requests live from the convenience of an Mad. i M AMM ' a iLegislate® + VoteCasf" Convenient iPad Voting •• • • • - •- ✓+.. • Easy one-touch votirm • heal-time meeting Syncft€oniZirlg • - • •.• ••- • Paperless exploration of voting:term • • '• • • • • • •- details,text,and history • • • - • • - Intuitivr design for hassle-free:doploymerrt and implementation Full Agenda Browser Vote Screen with agenda item summary Stl"( c3l11iin�' t�le Meeting Process pops up at vote time Winta,n pertcCtvotinq accu;�Cy Tack:nEeti�ir� progress Os it occws Rcquc't to functionality& managernenf Rey w cieta+led snapsl}gt of item status,speaker. gar:ue,motion,mover-seconder .,. ,. ;. .... Instantly send vote tabulations to dsgital meeting minutes& public displays it YES 1 Request to speak,or, review speakers as the Chair Easy touch voting G w W W.g ra n is u s.c®m 600 Harrison Street,Suite 120,San Francisco,CA 94107 Q GRANICUS Citizen Participation lrnpli..l'vc,, dc,Cisicns. BL.Idd tl'U`s IL Productive citizen participation helps improve policy out- comes. As more voices are heard, a broader perspective is shared and trust is built in the community. Today, innova- tive online tools make managing citizen input easier while expanding engagement to a wider base.With about 80%of North America online,it is necessary to effectively leverage the most powerful communications media available. The Citizen Participation Suite is the most efficient way to hear from a broader group of residents.Using online engage- ment tools, it's easy for more people to contribute ideas for community improvement and provide feedback on current initiatives. These tools are a convenient way for citizens to stay engaged in the governing process,and,in turn,help the organization collect timely and actionable input from citizens. The Citizen Participation Suite makes it easy to consolidate and organize public opinions.Staff can run reports and distribute them to elected members or department heads, giving them a deeper understanding of public opinion be- fore they make decisions. • GRAN ICU CITIZEN PARTICIPATION Y' g Granicus is the only provider of a platform for both open idea generation and integrated public meeting feedback. Collect and prioritize community ideas Let residents share ideas for community improvement Allow the public to easily contribute to ideas to a website • dedicated to community idea sharing.As residents post ideas, ' other citizens,elected officials,and staff can join the conversa- tion by voting for an idea,adding comments,and even sharing ideas to social networks. Recognize ideas•let your community know you're listening ' Encourage greater participation by acknowledging ideas. Administrators can change the status of ideas as they are considered and planned internally.Contributors can follow = g their idea's progress and stay involved In their government's decision-making process. Get focused answers on important topics With forums and groups,get feedback on a specific Initiative or idea.All responses are related to your subject,helping you narrow ideas to what's most important to the organization. Productively add new voices to the democratic process Make participation in public meetings simple and productive Encourage citizens to comment on the issues at hand with an online form tied to your upcoming meeting agenda.Residents can leave feedback on agenda items from any Internet-con- nected device,making participation easy. GRANICUS Reveal public opinion with a comprehensive report Automatically produce an organized,concise and compre- hensive report of all agenda comments for your elected mem- bers.Help them better understand the opinions of a broad group of citizens before making final policy decisions. Leverage cloud-based citizen engagement tools Save staff time managing public input Reduce the administrative overhead of collecting and main- taining citizen feedback.Now,staff can easily run reports for elected members or various departments and share how the community is responding to particular topics. Get up and running quickly This fully hosted,cloud-based solution can be implemented in a matter of days.Launch your new citizen engagement tools on your timeline and start building a stronger community now. Better ResWft , N" a� h Ideas frorn the Public 600 HarrisonFrancisco, 94107 GRANICUS .,*.e `� �B� f p � � .• : �, �o-�, ' �� 7" '.gym �; �� ..;,:' ,Y3: s. d Meeting Efficiency i The public meeting process is a cornerstone of democracy. Public policy takes shape based on important decisions,in- formation, and government actions, it is critical that those actions and meeting outcomes are accurately recorded and made accessible to the public. However, creating meeting minutes generally require an extensive amount of time and effort. The Meeting Efficiency Suite is an automated solution that streamlines the public meeting process and modernizes min- utes creation.It helps clerk staff save countless hours in their post-meeting workflow and can provide elected officials with a more effective way to participate using touch-screen dis- plays. This suite turns an otherwise lengthy process into a fast and accurate way to run public meetings and generate minutes. Unlike any other solution,the Meeting Efficiency Suite com- bines action-style minutes with a digital recording of pro- ceedings and publishes an integrated public record through your website,all while helping you save time and cut costs. Q GRANICUS " Modernize your minutes. Save time and effort. Reduce your minutes workload with meeting preparation tools. Import agendas before the meeting and pre-load motions and meeting attendees.Integrate with third-party agenda systems or simply upload your existing agenda document from Micro- soft Word". Save time by capturing meeting actions and indexing video live. Create draft minutes live during the meeting-record roll call, agenda items,speakers,motions,votes,and notes.Record the meeting video and create index points as you activate agenda items-all through a simple interface. Finalize minutes quickly and easily—even in Microsoft Word'. Complete your minutes in less time,from home or on the road. Whether you use the web solution or a more familiar Microsoft Word interface,you always have access to a complete video recording of the meeting to review. Offer a complete,integrated public record and access to vote results. Publish a searchable,integrated public record to your website that includes meeting video,agenda,minutes,and supporting documents all cross-linked.Help the public quickly discover the actions taken during meetings with VoteLog.Search legis- lation and retrieve details on a particular item:who motioned, seconded,the action take,vote result and how each member voted. © GRANICUS Add touch-screen and public displays for improved efficiencies and access " yw Maintain order at meetings with modern touch-screen displays' Give elected officials an easy-to-use touch-screen display -� --- '-` with paperless access to the agenda and supporting materi- als.Members can cast votes and request to speak electroni- cally.All actions recorded by elected members are captured directly into the public record in real-time,reducing the risk of inaccurately reporting policy actions and outcomes. Give audiences real-time updates on meeting actions" Display live meeting actions including the current agenda item,vote results,and speakers over large monitors in the meeting chambers or at onsite televisions.Plus,stream the broadcast of the meeting live online at government websites. 44 Elected officials can follow along,request to speak, and make motions electronically. AWAK RAMMKO10 • [The remainder of this page is left blank intentionally.] Page 10 it EXHIBIT B CURRENT SOLUTION 0 N°�w��$��iELGN ���� ��� � 0 �—'�� N �—~�-���. T��E �|rrxy4T+�� SUBWRBS Vq Granicua(D{]pen Platform The GranicusO Open Platform is the cloud-based foundation for all 6rmnicus applications. It allows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools and includes free access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in p|ace. The 6ranicus Platform includes the ability to upload and publish content including videos and documents, ' ° Unlimited content storage and distribution ° Open architecture and SDK ° Archived video editing and indexing ° Citizen web portal ° Live and on-demand streaming to mobile devices * Create apaper(ess agenda environment with iLegidatee for the iPad Government Transparency Suite The Government Transparency Suite gives your citizens greater access to public meetings and records online. Take the next step towards transparency and stream meetings and events live, link related documents to your video and provide advanced searching of archives. The Government Transparency Suite gives you unlimited cloud bandwidth and storage as well as local live and on-demand streaming for up to 50 concurrent viewers. This Suite also allows you to connect agenda data to the iPad to review agendas and supporting documents,take notes and more through the iLegislate application. • Stream unlimited meeting bodies and events live ° Intelligent media routing ° Index video in real-time and link to relevant materials ° Build reports and ana|yticson visitor trends ° Papedeso agenda for the iPad ° Offer down|oadab|e media formats [The remainder of this page is left blank intentionally.] Page 12 EXHIBIT C SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support-only telephone numbers,and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 600 Harrison Street,Suite 120, San Francisco,California,94107. (b) Telephone Numbers. 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 E-mail Contact Information. The website for Granicus is hqp://www.granicus.com. E-mail may be sent to the support staff at customercare@granicus.com. 2. Support Polio 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 a-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 Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least 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. Software Enhancements or Modifications. The Client may, from time to time,request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work("SOW"). Upon the Client's request for such enhancements/modifications,the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 4.1 Documentation. After the SOW has been executed by each party,a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. — Page 13 4.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time- and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 4.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 5. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION,AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] Page 14 EXHIBIT D GRANICUS,INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the "Hardware")provided by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. 1. Price. The price for the Hardware shall be the price specified in the Proposal. 2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term"sale"or"purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Service Response Time. For hardware issues requiring replacement, Granicus, Inc. shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-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, Inc. or its representatives access to the equipment for the purpose of repair or replacement at reasonable times. Granicus, Inc. will keep the Client informed regarding the timeframe and progress of the repairs or replacement. Once the Hardware is 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 LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT-EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 6. Hardware. In the event of malfunction for Hardware provided by Granicus,Hardware will be repaired or replaced as per the warranty,and as detailed in this Exhibit. Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the Hardware,provided to — - Page 15 the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and warranty, should the Client decline these recommended tools,certain levels of service and warranty may not guaranteed. 6. Remote Accessibility. Granicus leverages remote access tools such as Logmein for installation and ongoing maintenance of Granicus software. These tools are designed to provide Granicus technicians with necessary information to diagnose and resolve software problems. Should the Client decide to decline these remote tools,Granicus cannot guarantee optimal level of service due to limited access to Granicus Hardware. Client understand that should they decide to use internal methods of access, such as VPN,Client may need to assist Granicus technicians for remote accessibility during business hours as well as after hours in the event Granicus technicians are unable to access remote Granicus systems. 7. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client a three (3) year warranty with respect to the Hardware. Within the three (3) year warranty period, Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear,defective workmanship,or defective materials. 8. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades, Granicus does not make any guarantees or warranties whatsoever in the event Client uses non-approved hardware. 9. Client Changes to Hardware Prohibited. Client shall not install any software or software components that have not been agreed upon in advance between client and Granicus technical staff. While it is Granicus' intention to provide all clients with the same level of customer care, Granicus does not make any guarantees or warranties whatsoever regarding the Hardware in the event Client violates this provision. [end of Hardware Exhibit] Page 16 — — EXHIBIT E TRADEMARK INFORMATION Granicus Registered Trademarks GRAN ICUS Granicus logo as a mark Granicus® MediaVaule Mobile Encoder® Outcast Encoder® StreamReplicator® Granicus Trademark Names TM Integrated Public Record TM Intelligent Routing' LinkedMinutesn" LiveManagerTM MediaCenter"m MediaManagerTM MeetingMemberTM MeetingServerTM Simulcast EncoderT"' VoteCastTM VoteCasem Classic VoteCasi"m Touch Client Trademarks ____ Page 17 EXHIBIT F TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one(1)of the following methods to obtain a copy of its Content: • Option 1: Video/Audio files made available through an external hard drive or FTP site in its raw non-proprietary format.A CSV file will be included providing file name mapping and date. This option shall be provided to Client at Granicus' actual cost, which shall not be unreasonable. • Option 2: Provide the Content via download from the application UI.This option shall be provided free of charge and is available anytime. • Option 3: Provide the means to pull the content using the Granicus Application Programming Interface(API). This option is provided free of charge and is available at anytime. • Option 4: Professional services can be contracted for a fee to customize the retrieval of content from the system. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty(60)day termination period. Granicus has the right to delete Content from its services after sixty (60)days,or whenever transfer of content is completed,whichever is later. Page 18 GGRANICUS SOLUTION DRAFT" • ' Elgin, Government Transparency, Efficiency, and Collaboration Solutions DOCUMENT VERSION 4.0 l (CONFIDENTIAL) E LG I N July 3, 2014 THE CITY IN THE SUBURBS- Copyright c 2014 Granicus,Inc. July 3,2014 Hello Kim, Thank you for your continued consideration of Granicus. We are excited to support,foster and further enable your transparency,citizen participation,public meeting workflow,initiatives and needs. On the following few pages,you will find a breakdown and overview of the needs that we have uncovered. I like to consider this a living,breathing document-we will continue to update and edit this document as our conversations continue,so that when the time comes for us to kick this project off,we will have not only a full summary of our project,but a comprehensive summary of the process that got us here and the specific initiatives we are looking to fulfill. This will help us to align our expectations,and confirm that I am on the same page with you and the City as to your goals and objectives. This letter includes details from our demonstrations and discussions both regarding this project,and conversations relating to the City's overall initiative(s). Please take sometime to carefully review this information,so that we can be as inclusive as possible,and so that we can ensure that we have captured all pertinent information relating to this project. a wwW.GRANICUS.COM •600HARRi SONS TREEr,SURE120,SANPRANCISCO,CA94107• t41035736`8 Primary Business Need During our conversations and assessment of Elgin's primary business challenges,we discovered the following needs: • Elgin's current process of managing the boards and commissions process is labor,paper,and time intensive. • The Clerks' office current keeps all board, commission and member information in a spreadsheet; this includes term lengths,term expirations,and personal information of applicants and members. • The City Clerk receives applications either in paper form or emailed in PDF format;all information must then be manually entered into the spreadsheet,whether it was emailed or not. • The Clerks' office must create memos for City Council when there is a vacancy; this requires the spreadsheet to be manually reviewed for qualifying applicants. Memos often take many hours to complete. • When a citizen has questions about vacancies and/or boards and commissions,they must come to the Clerks'office to get answers.This takes time for Kim and Jennifer to respond. • For F01A requests,the Clerks'office must manually redact information when necessary. 3 W M.GRANICUS.COM•60o HARRISON STREET,SUITE 110,SAN FRANCISCO,CA 94107 0(415)357-3618 Solutions We have discussed some specific ways to address the challenges Elgin is facing.Below is a list that I believe represents the best possible solutions. • Responding to applicants immediately and automatically would save the Clerks'office a great deal of time. • The Clerks'office would like the ability to easily run a report on things like term expiration,duration of a term,historical information,prior members,etc. • Implementing a software solution which allows the user to use a keyword search for specialties and backgrounds of applicants in order to recommend the most qualified individuals to City Council. • This keyword search should also be available for searching other member information,and for sorting and filtering based on board,term,political affiliation,demographics,etc. • The City would like to implement an electronic application process which automatically feeds into the aforementioned database. • Memos presented to City Council regarding applicants for vacancies could be easily created in a matter of minutes,in a branded and professional PDF format. • The City would like to revamp the online presence of Boards and Commissions to not only provides the ability for online application for vacancies,but also information on all boards and commissions. • The Clerk's office would like the ability to easily redact documents when necessary. 4 W4wv.GRANiCUS.COM• 500 HARRISON STREET,SUITE.izn,SAN FRANCiSCO,CA94107•(415)357-3618 i I Value for Elgin We discussed the results that Elgin would experience,and the effect these solutions would have on departmental and overall City operations.The following were measurable results that you wanted to achieve: • Automating the process of managing boards, commissions, vacancies, applications, and appointments would save the Clerks'office a great deal of time. • 1laving the ability to automatically send emails to applicants, members, specified groups of people, or an entire board would save the Clerks'office the time to manually draft and send these emails and notifications individually. • The Clerks' office would benefit from the ability to run reports on details like term expiration, duration of a term, historical information,prior members,etc.This would save hours of time, when a memo must be presented to Council, or when historical reports are requested. • Rather than reading manually through a spreadsheet,the Clerks'office would be able to conduct keyword searches for specialties and backgrounds of applicants in order to recommend the most qualified individuals to City Council. • The ability to search,sort and filter based on political affiliation,demographic,etc.will allow Elgin to more easily appoint more balance boards and commissions. • Implementing an electronic application process which automatically feeds into the aforementioned database would save hours of staff time each time an application is received. • Memos would be able to be created in a matter of minutes rather than hours. • Including more information on the Boards and Commissions page of the City website would reduce the amount of time spent responding to calls and emaiis with questions on vacancies. • Having the ability to redact documents at the click of a button would save the time of having to print,redact,and scan back in before distributing. 5 V,AVW.CRAN!CUS.COM • 600 HARRISON STREET,SUITE 120,SAN FRANOSCO,CA94107• (415)357-3618 I Plan We haven't yet discussed a"go-live"date for the City of Elgin. However,it is important to note that we will need to have an executed Amendment and/or PO in place no later than 45 clays prior to the desired"go-live"date,once established. Attached you will also find more details of our specific products included in the proposed solution,some of our key differentiators,some unofficial pricing talking points,and a checklist that outlines our next steps. Granicus has partnered with over i,000 government entities to help them build trust with citizens,reduce staff time spent on processing meetings,and engage citizens in productive new ways.Granicus has over 35 years of government-focused experience which has allowed us to develop solutions with government in mind.We hope that you enjoy being part of the Granicus client family. Very best, Erin ERIN ENGLISH I ACCOUNT MANAGER Granicus,Inc. work:415.967.5598 Erin@Granicus.com 6 V~.GRANiCUS.COM •600 HARRISON STREET,SUITE Tlo,SAN FRANOSCO,CA94107•(415)357-36+8 PROPOSAL VALIDATION NEXT STEPS We believe in setting the right expectations with our customers while you are evaluating Granicus. Our validation process confirms that our solution can work with the following: t. Your networking environment 2. Your audio and video equipment 3. Your existing internet connection 4. Your workflow processes 5. Your agenda and minutes formats 6. Any other applicable items In order to do that,a proper technical review of this draft is the next step. It ensures that you know for sure that a Granicus solution will work for you and has the desired solution components you are looking for. This proposal is not complete until we know that it has met all of the technical requirements,and that it has all the correct solution elements and services that you'll want and need to be successful. Once the solution and proposal have been validated,Granicus will deliver a validated,official proposal to you. 7 WWW.GRANICUS.COM •firm HARRISON S'T'RF:F.T,SUITE.irn,SAN FRANCISCO,CA94107• (415)3579618 PROPOSAL REVIEW AND VALIDATION Item Date Contact Initial Solution Discussion June 24t1i,2014 Kim Dewis Kim Dewis Initial Solution Demonstration July 1',2014 Jennifer Quinton h Kim Dewis Pricing Review July 8 2U14 Jennifer Quinton Kim Dewis Technical Solution Review TBD Kirn Dewis Project Timeline Review TBD Kim Dewis Funding/Procurement Process Review TBD Kim Dewis Project Approved TBD Kim Dewis Work Order Received/Contract Executed At least 45 days prior to go-live date Kim Dewis Project Kickoff Call TBD Kim Dewis Project Go Live TBD Kim Dewis Post Project Value Realization Discussion Within 30 Days of Go-Live Date 8 WWW,GRANICUS.COM• Goo HARRISON STREET,SUITE 1zo,SAN FRANOSCO,CA94107• (415)357-3616