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Home My WebLink AboutGranicus - 2017-12-20 (4) DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C GGANICUS 408 St. Peter St, Suite 600 2/1,CA CC Amendment St. Paul, MN 55102 Prepared for Huntington Beach, CA Fifth Amendment to the Granicus Service Agreement between Granicus, LLC and Huntington Beach, CA This Fifth Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between (hereinafter referred to as"Granicus"), and Huntington Beach, CA (hereinafter referred to as"Client"),with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement effective 20 Dec 2017 (the"Agreement"); and WHEREAS, the Client and Granicus wish to extend the Agreement through 30 Jun 2026; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes,which, if any,will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. The Agreement shall be extended through 30 Jun 2026. 3. Except as amended by this Fifth Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 4. In the event of any inconsistency between the provisions of this Fifth Amendment and the documents comprising the Agreement, the provisions of this Fifth Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. Huntington Beach, CA Granicus DocuSipmd by: Signature: •--•"7 Signature battatik rotui 06C1303C1AA61460... Name: 7i2Z41S /ii,5 Name:Bernadette Foley Title: /f/S*4/0-lingi/e4-- Title:Manager, Renewal s Date: U'�e2/l2� Date:6/15/2023 Receive and File �M APPROVE[' F' !11.0 � =El 1' . City Clerk ce y ,�..... y,, CITY OF HUN NGTON BEACH Order#: Q-276034 Prepared: 15 Jun 2023 Page 1 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C G GRAN ICUS 408 St. Peter St, Suite 600 THIS IS NOT AN INVOICE Exhibit A St. Paul, MN 55102 Prepared for Huntington Beach, CA Exhibit A ORDER DETAILS Prepared By: Tania Dominguez Chon Phone: Email: tania.dominguezchon@granicus.com Order#: Q-276034 Prepared On: 15 Jun 2023 Expires On: 30 Jun 2023 ORDER TERMS Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Period of Performance: 07/01/2023-06/30/2024 Order #: Q-276034 Prepared: 15 Jun 2023 Page 2 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C G GRANICUS ExhibitA Huntington Beach, CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing Subscription Fees � � .,,,_ Solution Billing Quantity/Unit Annual Fee Frequency VoteCast Standard Package (iLegislate) Annual 1 Each $8,928.35 Send Agenda (Legistar) Annual 1 Each $0.00 Meeting Efficiency Suite Annual 1 Each $13,035.25 Legistar Annual 1 Each $17,360.67 Open Platform Suite Annual 1 Each $0.00 Government Transparency Suite Annual 1 Each $15,064.84 Granicus Encoding Appliance Software Annual 1 Each $2,979.65 (GT) Upgrade to SDI 720p Streaming Annual 1 Each $2,834.40 Performance Accelerator Suite Annual 1 Each $0.00 govDelivery for Integrations Annual 1 Each $0.00 SUBTOTAL: $60,203.16 Order #: Q-276034 Prepared: 15 Jun 2023 Page 3 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C G GRAN ICUS ExhibitA Huntington Beach, CA FUTURE YEAR PRICING r�4SOiution(S� 01 Jul 2024 - 30 Jun 2025 01 Jul 2025 - 30 Jun 2026 VoteCast Standard Package (iLegislate) $9,285.48 $9,656.90 Send Agenda (Legistar) $0.00 $0.00 Meeting Efficiency Suite $13,556.66 $14,098.93 Legistar $18,055.10 $18,777.30 Open Platform Suite $0.00 $0.00 Government Transparency Suite $15,667.43 $16,294.13 Granicus Encoding Appliance Software (GT) $3,098.84 $3,222.79 Upgrade to SDI 720p Streaming $2,947.78 $3,065.69 Performance Accelerator Suite $0.00 $0.00 govDelivery for Integrations $0.00 $0.00 SUBTOTAL: $62,611.29 $65,115.74 Order #: Q-276034 Prepared: 15 Jun 2023 Page 4 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C 0 GRANICUS Huntington Beach, CA PRODUCT DESCRIPTIONS Solution Description VoteCast Standard Package VoteCast is a hybrid Software-as-a-Service (SaaS) solution that enables (iLegislate) government organizations to streamline the meeting process for both the clerk's office as well as elected officials. By leveraging this solution, the client will be able to automate meeting data capture and display -improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (LiveManager) ensuring accuracy and reducing workload. As action items occur during the meeting, TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCast includes: • Unlimited user accounts • Unlimited meeting bodies • Access to one Granicus platform site • Access to the VoteCast software application for elected officials • Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors in the meeting room • VoteCast Display (small form factor Dell CPU) is usually purchased through Granicus and should be represented on your proposal/quote • Client is responsible for purchasing compatible hardware (Compatible hardware includes Windows Desktops or tablets, Mac Desktops, or iPads) Send Agenda (Legistar) Send Agenda is dependent on an active subscription to the relevant govMeetings agenda. Order #: Q-276034 Prepared: 15 Jun 2023 Page 5 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-OAF92E530F2C GRANICUS Huntington Beach, CA Solution Description Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware- as-a-Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use LiveManager to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired • Up to one (1) MS Word minutes template (additional templates can be purchased if needed) Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations to automate the entire legislative process of the clerk's office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes: • Unlimited user accounts • Unlimited meeting bodies and meeting types • Unlimited data storage and retention • Up to one (1) Legistar database • Up to one (1) InSite web portal Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives.These are able to be published and accessible through a searchable viewpage. Government Transparency Government Transparency are the live in-meeting functions. Streaming of Suite an event, pushing of documents, and indexing of events. Order #: Q-276034 Prepared: 15 Jun 2023 Page 6 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C 0 GRANICUS Huntington Beach, CA Solution Description Granicus Encoding Appliance Granicus Encoding Appliance Software (GT) This includes the LiveManager Software (GT) Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Performance Accelerator Suite Performance Accelerator Suite provides the ability to utilize the performance accelerator within a network. Requires Performance Accelerator or Virtual Performance Accelerator to distribute video/indexing/documents within a local network. This distribution is utilized to eliminate the bandwidth impact local viewers would have accessing data from the Granicus Data Center. govDelivery for Integrations Send notification bulletins directly to constituents who subscribe to receive updates directly through Granicus (powered by govDelivery). Receive a monthly metrics report delivered via email to show subscriber growth and engagement activity for the past month of bulletin sends, and grow subscribers through access to the Granicus Advanced Network. Note: govDelivery integrations is dependent on an active subscription to the relevant govMeetings agenda or govAccess CMS solutions. GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION • Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client,whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). • Data obtained through the Granicus Advanced Network. o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network. Order #: Q-276034 Prepared: 15 Jun 2023 Page 7 of 8 DocuSign Envelope ID:CCDD3955-A03F-423C-9C2E-0AF92E530F2C G GRAN ICUS Huntington Beach, CA o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination. UPDATES TO SHARED SHORT CODES FOR SMS/TEXT MESSAGING (US CLIENTS ONLY): • Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported).Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee. • Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use. Order #: Q-276034 Prepared: 15 Jun 2023 Page 8 of 8 DocuSign Envelope ID:22F938F4-736B-439E-A960-61 ED837AA220 0 GRAN ICUS 408 Saint Peter Street,Suite 600 Amendment Saint Paul, MN 55102 Prepared for United States Huntington Beach, CA Fourth Amendment to the Granicus Service Agreement between Granicus, LLC and Huntington Beach, CA This Fourth Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and Huntington Beach, CA (hereinafter referred to as "Client"), with reference to the following: WHEREAS,the Client and Granicus entered into an Agreement effective 12/20/2017 (the"Agreement");and NOW,THEREFORE,in consideration of the premises,the parties intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state,local, and federal taxes,which,if any,will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Except as amended by this Fourth Amendment,all other terms and conditions of the Agreement shall remain in full force and effect. 3. In the event of any inconsistency between the provisions of this Fourth Amendment and the documents comprising the Agreement,the provisions of this Fourth Amendment shall prevail. IN WITNESS WHEREOF,the parties have caused this Fourth Amendment to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. Huntington Beach, CA Granicus Signature: ri: . •Name: jyL�'te, ,, Name: Bernadette Fley Title: A{ � /j e. Title: Manager, Renewals Date: 2//b j22_ Date: 8/19/2022 Receive and File Qs 9A0/. City Clerk G/ Order#:Q-183721 Prepared:08/17/2022 Page 1 of 3 DocuSign Envelope ID:22F938F4-736B-439E-A960-61ED837AA220 0 GRAN ICUS 408 Saint Peter Street,Suite 600 THIS IS NOT AN INVOICE Exhibit A Saint Paul, MN 55102 Prepared for United States Huntington Beach,CA Exhibit A Please note:This is not an invoice.This Is a budgetary proposal that outlines the products and fees associated with the subscription renewal. Please Inform the Granicus Contact listed below if you wish to issue a PO against this budgetary proposal. ORDER DETAILS Prepared By: Tania Dominguez Chon Phone: Email: tania.dominguezchon@granicus.com Order#: Q-183721 Prepared On:, 08/17/2022 Expires On: 06/30/2022 ORDER TERMS • Currency: USD • Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 06/30/2022 Period of Performance: 07/01/2022-06/30/2023 Order#:Q-183721 Prepared:08/17/2022 Page 2 of 3 DocuSign Envelope ID:22F938F4-736B-439E-A960-61ED837AA220 j GRANICUS ExhibitA Huntington Beach,CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. y Relne ing"SubscClp"tf°-"I f S T�y r �. }� I; A s •. IXLasYM� � ,� �'""'�ifi..��.k�fr�3.��N'xeS'ED` � .L o=is I-.. �� f�' . Billing Solution Frequency- Quantity/Unit Annual Fee VoteCast Standard Package (Tablet) (ME) Annual 1 Each $8,584.95 Send Agenda (Legistar) Annual 1 Each $0.00 Meeting Efficiency Suite Annual 1 Each $12,533.89 Legistar Annual 1 Each $16,692.95 Open Platform Suite Annual 1 Each $0.00 Government Transparency Suite Annual 1 Each $14,485.42 Granicus Encoding Appliance Software Annual 1 Each $2,865.05 (GT) Upgrade to SDI 720p Streaming Annual 1 Each $2,725.38 Performance Accelerator Suite Annual 1 Each $0.00 govDelivery for Integrations Annual 1 Each $0.00 SUBTOTAL: $57,88764 Order#:Q-183721 Prepared:08/17/2022 • Page 3 of 3 G GPANICUS 408 Saint Peter Street, Suite 600 Amendment Saint Paul, MN 55102 °repared for United States Huntington Beach. CA Third Amendment to the Granicus Service Agreement between Granicus, LLC and Huntington Beach, CA This Third Amendment to the Granicus. LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, I.I.C. a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus'), and Huntington Beach. CA (hereinafter referred to as "Client'), with reference to the following: WHEREAS, the Client and Granicus entered into on Agreement effective 12/20/2017 (the"Agreement"); and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1. The Term of the Agreement shall be extended to 6/30/2022 and compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes. which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Except as amended by this Third Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 3. In the event of any inconsistency between the provisions of this Third Amendment and the documents comprising the Agreement, the provisions of this Third Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Huntington ch, CA Granicus Signature: // Signature: Name [(!U'6r— UL''( Name: Title: `L /IIQ Title: Date .2�2/ Date: v APPROVED AS TO FORM Receive and File By: n . GATES CITY ATTORNEY CITY nF HUNRNC,TON BEACH City Clerk Order #: Q-135525 COUNTERPART Prepared:03/15/2021 Page 1 of 3 GRANICUS 408 Saint Peter Street, Suite 600 Amendment Saint Paul, MN 55102 Prepared for United States Huntington Beach, CA Third Amendment to the Granicus Service Agreement between Granicus, LLC and Huntington Beach, CA This Third Amendment to the Granicus. LLC Service Agreement is effective on the dale this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus'), and Huntington Beach, CA (hereinafter referred to as "Client"). with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement effective 12/20/2017 (the"Agreement"); and NOW. THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: I. The Term of the Agreement shall be extended to 6/30/2022 and compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable slate, locol, and federal taxes,which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2. Except as amended by this Third Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 3. In the event of any inconsistency between the provisions of this Thud Amendment and the documents comprising the Agreement, the provisions of this Third Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their duly authorized representatives. Agreement and Acceptance By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. Huntington ch, CA Granicus Signature: Signature: Name: 1(&W- Ch( Name: ` Y� THIe: C[ /y] Title: t Date: WV44 R 20:2/ Date: APPROVED AS TO FORM By: M . GATES CIry ATTORNEY CITY OF HIINTTNGTON BEACH Order #: Q-135525 Prepared: 03/15/2021 COUNTERPART Page I ut 3 G GRANICUS 408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Exhibit A Saint Paul, MN 55102 Prepared for United States Huntington Beach, CA Exhibit A Please note: This is not an invoice. This is a budgetary proposal that outlines the products and fees associated with the subscription renewal. Please inform the Granicus Contact listed below if you wish to issue a PO against this budgetary proposal. ORDER DETAILS Prepared By: Olivia Martin Phone: Email: olivia.martin@granicus.com Order#: Q-143395 Prepared On: 06/07/2021 Expires On: 06/30/2021 ORDER TERMS Currency: USD Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 06/30/2021 Period of Performance: 07/01/2021 -06/30/2022 Order #: 0-143395 Prepared:06/07/2021 Page 2 of 3 G GR A N I CU 5 Exhibit A Huntington Beach, CA PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Renewing LSubscription Fees Solution Billing Quantity/Unit Annual Fee Frequency voteCast Standard Package (Tablet) (ME) Annual 1 Each $8,176.14 Send Agenda (Legistar) Annual 1 Each $0.00 Meeting Efficiency Suite Annual 1 Each $11,937.04 Legistar Annual 1 Each $15,898.05 Open Platform Suite Annual 1 Each $0.00 Government Transparency Suite Annual 1 Each $13,795.64 Granicus Encoding Appliance Software Annual I Each $2,728.62 (GT) Upgrade to SDI 720p Streaming Annual 1 Each $2,595.60 Performance Accelerator Suite Annual I Each $0.00 govDelivery for Integrotions Annual 1 Each $0.00 SUBTOTAL: 1 $55,131.09 Order #: Q-143395 Prepared: 06/07/2021 Page 3 of 3 i Second Amendment to the Granicus Service Agreement between Granicus, LLC and Huntington Beach, CA This Second Amendment to the GranlCUS,LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus,LLC,a Minnesota Limited Liability Company d/b/a Granicus(hereinafter referred to as"Granicus"),and Huntington Beach,CA(hereinafter referred to as"Client"),with reference to the following: WHEREAS,the Client and Granicus entered into an Agreement effective 12/20/2017(the"Agreement");and WHEREAS,the Client and Granicus entered into the First Amendment to the Agreement on 10/23/2018 to consolidate its subscriptions and to designate some services to PCTA;and WHEREAS,the Client is no longer designating services to PCTA,and wishes to add such services as detailed in Q-99330, which is attached as Exhibit A and incorporated herein by reference back into the Agreement; NOW,THEREFORE,in consideration of the premises,the parties Intend that the Agreement be amended as follows: 1. Compensation shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state,local,and federal taxes,which,if any,will be included in the invoice.It is the responsibility of the Client to provide applicable exemption certificate(s), 2. Except as amended by this Second Amendment,all other terms and conditions of the Agreement shall remain in full force and effect. 3. In the event of any inconsistency between the provisions of this Second Amendment and the documents comprising the Agreement,the provisions of this Second Amendment shall prevail. i IN WITNESS WHEREOF,the parties have caused this Second Amendment to be executed by their duty authorized representatives. Agreement and Acceptance i j By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. :Signature: Signature: :Name: Name: !Title: Title: Date: Date: e GRANICUS Exhibit A Granicus Proposal for Huntington Beach, CA Granicus Contact Name:Brendan Stierman Phone:651-400-8732 Email:brendan.stlerman@granicus.com Proposal Details Quote Number:Q-99330 Prepared On:4/1/2020 Valid Through:6/30/2020 Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Current Subscription End Date:6/30/2020 Period of Performance:7/l/2020-6130/2021 ,Annual Fees for Renewing Subscriptions •s c - �` Qua �. fP, t: , ,Upgrade to SDI 720p Streaming Annual 1 Each f2,520.00 Granicus Encoding Appliance Software(GT) Annual 1 Each $2,649.15 ;Government Transparency Suite Annual 1 Each $13,393.831 ,Open Platform Suite Annual 1 Each f0.00� Legistar Annual 1 Each $15,435.00 Meeting Efficiency Suite Annual 1 Each $11,589.36 .VoteCast Standard Package(Tablet)(ME) Annual 1 Each $7,938.00 Performance Accelerator Suite Annual _1 Each f0.00 SUBTOTAL: $53,525.34 nio@urarticus.curn Product Descriptions i ,Performance 'Performance Accelerator Suite provides the ability to utilize the performance accelerator within i .Accelerator Suite a network.Requires Performance Accelerator or Virtual Performance Accelerator to distribute -video/indexing/documents within a local network"This distribution is utilized to eliminate the bandwidth impact local viewers would have accessing data from the Granicus Data Center. Upgrade to SDI 720p ;Upgrade to SDI 720p Streaming(requires Digital encoder and HD feed) ;Streaming :Granicus Encoding :Granicus Encoding Appliance Software(GT)This includes the LlveManager Software solution 'Appliance Software •where webcasts are started/stopped,agendas amended and indexed,votes and attendance :(GT) ;recorded,and minutes created. Government ;Government Transparency are the live In-meeting functions.Streaming of an event,pushing of Transparency Suite ;documents,and indexing of events. ;Open Platform Suite ;Open Platform is access to MediaManager,upload of archives,ability to post agendas/ j ;documents,and index of archives.These are able to be published and accessible through a searchable viewpage. ,Legistar 'Legistar is a Software-as-a-Service(SaaS)solution that enables government organizations to automate the entire legislative process of the clerks office.Clerks can leverage Legistar to ;easily manage the entire legislative process from drafting files,through assignment to various ;departments,to final approval.Legistar includes: • Unlimited user accounts • Unlimited meeting bodies and meeting types • Unlimited data storage and retention • Up to one(t)Legistar database • Up to one(1)InSite web portal I Product Descriptions cat - - Meeting Efficiency+ Meeting Efficiency is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a?Service(Haas) Suite solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerks office.By leveraging this solution,the :client will be able to streamline meeting data capture and minutes production,reducing staff ;efforts and decreasing time to get minutes published.During a meeting, use LiveManager to record roll calls,motions,votes,notes,and speakers,all indexed with video.Use the index ;paints to quickly edit minutes,templates to format in Microsoft Word,and publish online with I the click of a button.Meeting Efficiency includes: Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired Up to one(t)MS Word minutes template(additional templates can be purchased if needed) VoteCast StandardVoteCast is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a-Service(Haas)solution . Package(Tablet)(ME)'that enables government organizations to streamline the meeting process for both the clerk's 'office as well as elected offldals.By leveraging this solution,the client will be able to automate :meeting data capture and display-improving accuracy and keeping all attendees informed of :meeting proceedings.Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion,second,vote,and request to ;speak.This data automatically populates to the clerk software(LiveManager)ensuring accuracy and reducing workload.As action items occur during the meeting,TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item,motion on the floor,vote I :result,and speaker timer as well as speaker name.VoteCast includes: Unlimited user accounts Unlimited meeting bodies ' Access to one Granicus platform site � Access to the VoteCast software application for elected officials • Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors In the meeting room I I ORANICUS I Granicus Proposal for Huntington Beach, CA Name:Maxwell Succeill Phone: I Email:maxweil.buccelll®granicus.com Peoposal Details Quote Number:Q-69967 Prepared on:6/6/2019 Valid Through:7/72/2019 Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USO Current Subscription End Date:712 212 01 9 Period of Performance:7(23/2019-6/30/2020 Annual Fees for Renewing Subscriptions Government Transparency 7F23/2019 to Annuaf - 1 Each - 'S11 556 03 510,946.31 6130I21120 {I -- 7/23201940 I MeetlngEffidencySuite ; - I , ,Mnual. .� tEach i �5428641 $4023.16 1— . . 6130/2Q20 l -� 1 IGfanic:us Encoding Appllanc 777 .. Software(Gl) 6I30/2020 -� Mnua 1 Each 1 •S7 200 01 $L 126.31 SUBTOTAL I S17 042A5 $15 995 78 i I I i I Product Descriptions Government .=.: ,,�"� Government Transparency are the live in-meeting furidoris.Streaming of an event l ushlrig of (�TNrlAaetlhgEfHclertcy =:.MeeBEffidlnednecyil's•aohfyebverfndtSc nsparnu rts-3seMce'(5aa5)-and,IHardng tvar`E- ,S ca-SelYloe(H5u'a:5, Suke solution that enables government organVadorts to simplify the in-meetrrigmanagementand•; post-ineeting minutes creation processes of the clerks office.Byleveraging this'solution,the. client will be able to streamline meeting data capture and minutes production;ridu_drng staff.,; efforts and decreasing time to get minutes published:During a meeting;record roll motions,votes notes,and speakers all Indexed'wfth video Use the Index points to quickly, dlt n , l� r , o a mRtutes,.temmp'latesYo.fojfnatlnMlc��oftWord.o¢�7ML and publlsf)<b�ICnewhhthe-dCckoha: button:Meeting Fffldencj7(hdudes. '- Unlimited':user accounts Uhlimlted'meeting bodies i Unlimited storage of minutes documents : . .. •- Access to one Grenicus platform site Access to the LlveManager software appll¢adon}or recording information during i, is imeeti'rjgs R ess to e Word Add-In so�fware component for minutes forma dng Ih MS Word If .... . . .._....':.`.:. ..,. •;•:'., dred .th. One MS Word'or HTML minutes template(addltbrial templates can tie purchased if. needed). .. .. x 6ranicus Eli eodling Granicus Encoding Appliance Software(GT)This Includes the_LlveManager Software solution Appliance Software eC�,`�elicastsare started/stoppid;-agendasamended andlhdexed votes and attendance fecorded an minutes created L ! �_ i i • Link to Terms:httn<y/¢ranicus commdfs Mastersub Ion Agreement ndf • This quote Is exclusive of applicable state,local,and federal taxes,which,if any,will be Included In the Involce.It Is the responsibility of Huntington Beach,CA to provide applicable exemption certiflcate(s). ! i • Any lapse In payment may result In suspension of service and will require the payment of a setup fee to reinstate the subscription. • if submitting a Purchase Order,please Include the following language:All pricing,terms and conditions of quote Q-69967 dated 6/6/2019 are Incorporated Into this Purchase Order by reference.I Agreement and Acceptance j I I By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also i understands the services and terms. i I I Name fi. ��a GQ�gm 1 tJS1J 11 7 U N l Q I M1 �AddI:e 12 QGK� lil I !LU-0Ii_ - _ I I ElEISignature'. 1L c(? � E i ITrcle ��1]�f l fYl �3 �1C 'r I1 I I I Granicus Video A complete video solution for government Granicus Video enables organizations to build by performing keyword searches to jump directly to a content-rich library of live and archived public specific topics, making it easier for viewers to find" meeting webcasts and records without hassle, the information they're most interested in. Citizens enabling agencies to reach a broader audience and can also subscribe to agendas of keyword searches further meet modern transparency demands. to get real-time notifications when new, relevant content becomes available. With easy-to-use media management tools, agencies can schedule and broadcast live webcasts Opt in to HD video for an enhanced viewing while simultaneously recording and archiving the experience or further enable accessibility and live content to unlimited storage. Agendas can be ensure ADA compliance by adding closed- imported prior to each meeting, allowing for video captioning services.Agencies can monitor to be indexed in real-time, which eliminates hours and analyze public Interest through visitor and of follow up work after an event has ended. After viewership reports,which break down visitor the meeting, publish a full and integrated public statistics, Including most-popular content, number record which links the agenda directly to the video. of views, length of time on site, and more to better Empowered citizens can browse published understand the viewing audience. agendas and supporting documents or save time Uveevent >" Archlvevi eoswltFv Y 5earchab�e, i deed streaming. unllmlte¢storage. �; ` contents;; fi ) Y` Publrsh�complete °� w Closed capElonfng' �,�.� h p `� Y�yt Re orCS to ana I ,�"th�,ex p�bGcrecoYc! e� ,�ad�i-dr?(orq©A i J public particfpatiort.� < Procurement Vehicle:Direct G G R A N I C U S In Support of. Huntington Beech.CA , Quote Number:Q-13047 Granlcus Contact: Quote Prepared On: 11/20/2017 Name:Josh Hurnl Quote Valid Through: 12/31Y2017 Phone:+1 7182080144 Payment Terms: Net 30 Email:Joshua.hurni@granicus.com The Agreement shall commence on the date this document is signed and continua for 3 years. • ONES Product name Product Description Invoice Quantity One-Time Schedule Total Legiatar Needs Implementation includes: tip Front 24 Hours $4,000.00 Analysis and • Access to an implomentation consultant services Configuration until ery project acceptance • Access Co existing Web-based recorded tralnings around standard account functions and capabilities • Up to five two-hour needs analysis calls with a business analyst • Up to Lwo three-hour remote Legiatar administration training sessions • Up to three full onsitc Legiatar j training days The implementation process takes three to six months, on average, depending on the availability of stakeholders. Legiatar Project Legiatar Project Management and Up Front 36 Hours $8,100.00 Management Deployment Services is the professional and Deployment service time for deploying a Legiatar Services system. Legiatar - Onsits Legiatar - Oneite Training is for onsite Up Front 3 Days $S,400.00 Training training for Leglstar, which allows clients to have a Oranicus trainer onsite to show them how to use the system. Legiatar Admin - Legiatar Admin - Online Training Up Front 4 Hours $900.00 Online Training is for online training for Legiatar Administration, which allows clients to have online sessions with a Oranicus trainer to learn how to use the system. TOTAL: $15,200.00 I I Q-13047:1 112 012 01 7 Page 1 of 5 G Procurement Vehicle Direct G R A N I C U S In Support of:Huntington Beach,CA Product Name Product Description invoice Quantity Annual Schedule Total Votecast Standard Votecast is a hybrid Software-as-a- Annual 1 Each $7,200.00 Package (Tablet) Service (SaaS) and Hardware-an-a-Service (ME) (HaaS) solution that enables government organizations to streamline the meeting process for both the clerk's office an well as elected officials. By leveraging thin solution, the client will be able to automate meeting data capture and display - improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the LLegislata platform, elected officials can use their touchocreeno or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (Livemanager) eneuring accuracy and reducing workload. As action Stems occur during the meeting, TVs or ' projectors hooked up to VotuCast Display will automatically show.the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCaet includes: • Unlimited user accounts • Unlimited meeting bodies • Access to one Granicuo platform cite • Access to the Vote Cast software application for elected officials • Access to the VoteCaet Display software application to output meeting proceedings to TVs or projectors in the meeting room Government Government Transparency are the live in- Annual 1 Each $11,556.00 Transparency Suite meeting functions. Streaming of an event, pushing of documents, indexing of event, creation of minutes. I Q-13047:11/20=17 Page 2 of 5 G Procurement ton Vehicle:Direct G R A N I C U S In SuppoA of Huntington Beach,CA i Product Name Product Description Invoice Quantity Annual Schedule Total I Meeting Efficiency Meeting Efficiency is a hybrid Software- Annual 1 Each $20,716.00 Suite as-a-Service (Basal and Hardware-as-a- Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index paints to quickly edit minutes, templates to format in Microsoft Word or HTML, and publish online with the click of a button. ! Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to one Oranicus platform site •Access to the LSveManager software application for recording information during meetings •Access to the Word Add-in software component for minutes formatting in MS Word if desired • One ME Word or HTML minutes template (additional templates can be purchased it needed) Granicus Encoding Granicus Encoding Appliance Software (OT) Annual 1 Each Appliance Software This includes the LiveManager Software i (GT) solution where weboaets are started/ stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. i Q-13047:11/20/2017 Page 3 of 5 GProcurement Vehicle Direct i GRAN I C U S n Support of Huntington Beach,CA Product Name Product Description Invoice Quantity Annual Schedule Total Logistar Legistar is a Software-as-a-Service Annual 1 Each $14,000.00 (Seas) solution that enables government organizations to automate the entire Legislative process of. the clerk's office. By leveraging Legiutar, the client will be able to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legintnr includes: •Unlimited user accounts •Unlimited meeting bodies and meeting types • Unlimited data storage and retention • Configuration services for one meeting i body\type •One Legiatar database •One InSite web portal • Design services for one agenda report template • Design Services for one minute's report template Open Platform Open Platform is access.to NediaManager, Annual 1 Each $0.00 Suite upload of archives, ability to post agendas/documenta, and index of archives. Those are able to be published and accessible through a searchable viewpage. TOTALI $44,672.00 Product Name ••' ••' otiCast Standard Package(tablet)(ME) $7,56D.0 7,996.0 OOvemmant Transparen Suite 3 12, 33.6 $12,740.4 eling Efficiency Suite 11,2 1.6 i 11,8 4.99 Oranlcus Encoding Appliance So are(OT) $1,260.0 $1.323.0 Legistar $14,700.0 $15,435.00 Open Platform Suite $0.0 $0.00 0 $46,905.6 $49.250.8 j i Md=WI1jbV- -MII1XPL*V1e • IMENIIIIIINININ •Any lapse In payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. •This quote Is exclusive of applicable stale, local,and federal taxes,which,If any,will be Included In the invoice. It Is the responsibility of Huntington Beach, CA to provide applicable exemption certiflcate(s). •Upon the Effective Date,this Agreement shall supersed and replace any previous agreement between the parties.All prior agreements between the parties are hereby void and of no force and effect. 0-13047: 11/20/2017 Page 4 of 5 G Procurement Vehide Direct G R A N I C U S In Support Huntington Beach,CA Huntington Beach, CA Billing Information Signature: y Name: Name: ' Phone: m.�''1. fin, Title: C� (� _ Email: Date: l /I L 7 0 / Address: APPROVED By' IC4IABL E.GATES CM ATTORNEY OF HUNTINGTON BEACH b�1JlT «l� i 0-13047: 11202017 Page 5 of 5 Master Subscription Agreement This Master Subscription Agreement("Agreement)Is made by and between the party procuring Granicus Products and Services("Customer")and GovDelivery,LLC,a Minnesota Limited Liability Company d/b/a Granicus("Grankus"). j Customer and Granicus may each be referred to herein as"Party"or collectively as"Partles". i By accessing the Granicus Products and Services,Customer accepts this Agreement. In the event there Is a conflict between this Agreement and any other contract Customer has for the Granicus Products and Services('Contract"),the I terms of the Contract shall prevail.Due to the rapidly changing nature of digital communications,this Agreement may be updated from time to time at Granicus'sole discretion.Notification to Customer will be via email or posting to the Granicus website. 1. Definitions.In addition to terms defined elsewhere In this Agreement,the following terms shall have the meaning specified: "Agreement Term"means the total time covered by the Initial Term and all Extension Terms for each Order,SON/or Exhibit under this Agreement,further specified In Section 7.1. "Exhibit"means any exhibit referenced herein and attached hereto. "Extension Term"any term that Increases the length of the Initial Term of this Agreement. "Fees"mean the fees charged by Granicus for the Granicus Products and Services as Identified on each Order,SOW or Exhibit and,unless otherwise stated in each Order,SOW or Exhibit,Invoiced upon commencement of the Order Term. "Granicus Products and Services"means the products and services made available to Customer pursuant to this Agreement,which may include Granicus products,services,application software accessible for use by Customer on a subscription basis("SaaS"),Granicus professional services,content from any professional services or other required equipment components("Required Hardware"),as specified In each Order,SOW or Exhibit. "Initial Term"shall have the meaning specified In the Order,SOW or Exhibit between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order"means a written order,proposal,or purchase document in which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term"shall mean the then-current duration of performance Identified on each Order,SOW or Exhibit,for which Granicus has committed to provide,and Customer has committed to pay for,Granicus Products and Services. "Statement of Work"or"SOW"means a written order,proposal,or purchase document that Is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order, SOW or Exhibit shall describe the Parties'performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services,as specified In each Order,SOW or Exhibit placed hereunder. "Support"means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified In each Order,SOW or Exhibit placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order,SOW or Exhibit related to the sale and purchase of Granicus Products and Services.Each Order,SOW or Exhibit will generally Include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services.Each Order,SOW or Exhibit must,generally,be signed by the Parties;although,when a validly-issued purchase order by Customer accompanies the Order,SOW or Exhibit,then the Order,SOW or Exhibit need not be executed by the Parties.Each Order,SOW or Exhibit dated on or after the Effective Date shall be governed by this Agreement regardless of any pre-printed legal terms on each Order,SOW or Exhibit,and by this reference Is Incorporated herein. 2.2. Support.Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term.Granicus may update its Support obligations under this Agreement,so long as the i functionality purchased by Customer is not materially diminished. 2.3. Future Functionality.Customer acknowledges that any purchase hereunder Is not contingent on the delivery of any future functionality or features. I 2.4. Cooperative Purchasing.To the extent permitted by law and approved by Customer,the terms of this Agreement and set forth In one or more Order,SOW or Exhibit 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.The applicable fees for additional municipalities,school districts or governmental agencies will be provided by Granicus to Customer and the i applicable additional party upon written request. i 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Customer as subscriptions during an Order Term specified In each Order,SOW or Exhibit.Additional Granicus Products and Services may be added during an Order Term as described In Section 2.1. 3.2. Permitted Use.Subject to the terms and conditions of this Agreement,Granicus hereby grants during each Order Term,and Customer herby accepts,solely for its Internal use,a worldwide,revocable,non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order, SOW or Exhibit(collectively the"Permitted Use').The Permitted Use shall also include the right,subject to the conditions and restrictions set forth herein,to use the Granicus Products and Services up to the levels limited In the applicable Order,SOW or Exhibit. 3.2.1. Data Sources.Data uploaded Into Granicus Products and Services must be brought In from Customer sources(interactions with end users.and opt-in contact lists).Customer cannot upload purchased . contact information Into Granicus Products and Services without Granicus'written permission and professional services support for list cleansing. 3.2.2. Content.Customer can only use Granlcus Products and Services to share content that is created by and owned by Customer and/or content for related organizations provided that It Is In support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription.Any content deemed Inappropriate for a public audience or in support of programs or topics that are unrelated to Customer,can be removed or limited by Granicus. 3.2.3. Granicus Communications Suite Subscriber Information 3.2.3.1. Data Provided by Customer.Data provided by Customer and contact Information gathered through Customer's own web properties or activities will remain the property of Customer ("Direct Subscriber"),Including any and all personally identifiable Information(PII).Granlcus will not release the data without the express written permission of Customer,unless required by law. 3.2.3.2. Data Obtained through the Granicus Advanced Network i 3.2.3.2.1. Granicus offers a SaaS product,known as the Communications Cloud,that offers Direct Subscribers recommendations to subscriber to other Granicus customer's digital communication(the"Advanced Network").When a Direct Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a"Network Subscriber"to the agency It subscribed to through the Advanced Network. 3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription j with Granicus.Network Subscribers are available for use only while Customer is under an active subscription with Granicus. Network Subscribers will not transfer to Customer upon termination of any Granicus Order,SOW or Exhibit.Customer shall not use or transfer any of the Network Subscribers after termination of Its Order,SOW or Exhibit placed under this Agreement.All information related to Network Subscribers must be destroyed by Customer within 15 calendar days of the Order,SOW or Exhibit placed under this Agreement terminating. 3.2.3.2.3. Opt-In.During the last 10 calendar days of Customer's Order Term for the terminating Order,SOW or Exhibit placed under this Agreement,Customer may send an opt-In email to Network Subscribers that shall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to subscribe to further updates from Customer In the future.Any Network Subscriber that does not opt-In will not be transferred with the subscriber list provided to Customer upon termination. 3.2.4. Advertising.Granicus Products and Services shall not be used to promote products or services available for sale through Customer or any third party unless approved In writing,In advance,by Granicus. Granicus reserves the right to request the details of any agreement between Customer and a third party that compensates Customer for the right to have Information Included In Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions.Customer shall not: 3.3.1. Access or use any portion of Granicus Products and Services,except as expressly allowed by this Agreement or each Order,SOW or Exhibit placed hereunder; 3.3.2. Disassemble,decomplle,or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.3. Use the Granicus Products and Services for any unlawful purposes; 3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S.laws or regulations; 3,3.5. Except as expressly permitted In this Agreement,subcontract,disclose,rent,or lease the Granicus Products and Services,or any portion thereof,for third party use;or 3.3.6. Modify,adapt,or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services In whole or in part. 3.4. Customer Feedback.Customer herby grants to Granicus an Irrevocable,non-exclusive,perpetual,royalty-free transferrable license,with right to sublicense,to use and Incorporate Into the Granicus Products and Services any suggestion,enhancement,request,recommendation,correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. 3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer,Granicus will provide to Customer a three(3)year warranty with respect to the Required Hardware.Within the three(3)year warranty i period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that falls to , function properly due to normal wear and tear,defective workmanship,or defective materials.Required Hardware warranty shall commence on the Effective Date of each applicable Order,SOW or Exhibit. 3.6. Reservation of Rights.Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right,title and interest In the Granicus Products and Services,the documentation and resulting i product Including all related Intellectual property rights.Further,no implied licenses are granted to Customer. 4. Payment 4.1. Fees.Customer agrees to pay all fees,costs and other amounts as specified in each Order,SOW or Exhibit. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse In payment. A lapse In the term of each Order,SOW or Exhibit will require the payment of a setup fee to reinstate the subscription.All fees are exclusive of applicable state,local,and federal taxes,which,If any,will be Included In the invoice.It is Customer's responsibility to provide applicable exemption certificate(s).Unless Indicated otherwise In the applicable Order,SOW or Exhibit,the fees shall be Invoiced by Granicus and paid by Customer as follows: 4.1.1. Products.Product setup and annual fees are due at the beginning of the Initial Term,then annually at the beginning of any Extended Term or Order Term,within thirty(30)days of receipt of invoice. 4.1.2. Services.Services supporting Products shall be paid annually commencing upon the completion of the Product Implementation,or the Product being ready for Customers use. Fees shall be paid by Customer within thirty(30)days of receipt of Invoice. 4.1.3. Required Hardware. For Required Hardware,delivery Is complete once Customer receives Required Hardware components with the configured Granicus Product and Services. 4.2. Disputed Invoiced Amounts.Customer shall provide Granicus with detailed written notice of any amounts) Customer reasonably disputes within thirty(30)days receipt of Invoice for said amount(s)at issue.Granicus will not exercise Its rights under 4.1 above if Customer has,in good faith,disputed an Invoice and Is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed Invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such Invoice. 4.3. Price Increases.Any price Increases not negotiated In advance shall be provided by Granlcus to Customer at least thirty(30)days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement(including the Initial Term,all Extended Terms,and all Order Terms),the Granicus Product and Services fees shall automatically Increase from the previous term's fees by seven(7)percent per year. S. Representations,Warranties and Disclaimers 5.1. Representations.Each Party represents that it has validly entered Into this Agreement and has the legal power to do so. 5.2. Warranties.Granlcus warrants that It takes all precautions that are standard In the Industry to Increase the likelihood of a successful performance for the Granicus Products and Services;however,the Granicus Products and Services are provided"AS IS"and as available. 5.3. Disclaimers.EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,EXPRESS OR IMPLIED,INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE.GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information i 6.1. Confidential Information.It Is expected that one Party(disclosing Party)may disclose to the other Party (receiving Party)certain Information which may be considered confidential and/or trade secret information ("Confidential Information"). Confidential Information shall include:(1)Granicus' Products and Services,(11)non- public Information If it is clearly and conspicuously marked as"confidential"or with a similar designation at the time of disclosure;(III)non-public Information of the disclosing Party If it Is Identified as confidential and/or proprietary before,during,or promptly after presentation or communication and(iv)any Information that should be reasonably understood to be confidential or proprietary to the receiving Party,given the nature of the Information and the context in which disclosed. 6,2. Exceptions.Confidential Information shall not Include Information which:(1)Is or becomes public knowledge through no fault of the receiving Party;(III was In the receiving Party's possession before receipt from the disclosing Party;(III) Is rightfully receiving by the recelving party from a third party without any duty of confidentiality;(iv)is disclosed by the disclosing Party without a duty of confidentiality on the third party;(v)is Independently developed by the receiving Party without use or reference to the disclosing Party's Confidential j Information;or(vi)Is disclosed with the prior written approval of the disclosing Party. Confidential Information of disclosing Party may be disclosed as required by State or Federal law,or In j response to a valid court order or other legal process,only to the extent required by such order or process and, if allowed by law,only after the recipient has given the owner written notice of such court order or other legal process promptly and the opportunity for the owner to seek a protective order or confidential treatment of such Confidential Information. 6.3. Storage and Sending.In the event that Granicus Products and Services will be used to store and/or send Confidential Information,Granicus must be notified in writing,In advance of the storage or sending.Should Customer provide such notice,Customer must ensure that that Confidential Information or sensitive Information Is stored behind a secure Interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure Interface managed by Customer.Customer is ultimately accountable for the security and privacy of data held by Granicus on Its behalf. 6.4. Return of Confidential Information.Upon request of the disclosing Party,termination,or expiration of this i Agreement,the receiving Party shall,to the extent commercially practicable,destroy the disclosing Party's Confidential Information and,at the disclosing Party's request,certify the same. 7. Term and Termination 7.1. Agreement Term.The Agreement Term shall begin on the Effective Date and continue through the latest date ' of the Order Term of each Order,SOW or Exhibit under this Agreement,unless otherwise terminated as provided in this Section 7.Each Order,SOW or Exhibit will specify an Order Term for the Granicus Products and Services provided under the respective Order,SOW or Exhibit.Customer's right to access or use the Granicus Products and Services will cease at the end of the Order Term Identified within each Order,SOW or Exhibit, unless either extended or earner terminated as provided In this Sectlon 7. Unless a Party has given written fI notice to the other Party at least ninety(90)days prior to the end of the Order Term, the Granicus Products and Services will automatically renew for an Extension Term equal In duration to the Initial Term,or the then- current Order Term. 7.2. Effect of Termination.If the Parties agree to terminate this Agreement and an Order,SOW or Exhibit Is still In effect at the time of termination,then the terms and conditions contained In this Agreement shall continue to govern the outstanding Order,SOW or Exhibit until termination or expiration thereof.If the Agreement is terminated for breach,then unless otherwise agreed to in writing,all outstanding Orders,SOWS or Exhlbits shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, In no event shall Customer be entitled to a refund of any prepaid fees upon terminatlon. 7.3. Termination for Cause.The non-breaching Party may terminate this Agreement upon written notice if the other Party is In material breach of this Agreement and falls to cure such breach within thirty(30)days after the non-breaching Party provides written notice of the breach.A Party may also terminate this Agreement immediately upon notice If the other Party:(a)Is liquidated,dissolved,or adjudged to be in a state of bankruptcy or receivership;(b) Is Insolvent,unable to pay Its debts as they become due,makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors;or(c)ceases to conduct business for any reason on an ongoing basis leaving no successor In interest.Granicus may,without liability, Immediately suspend or terminate any or all Order,SOW or Exhibit Issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination.In the event of explration or termination of this Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 1 7.5. Survival.All rights granted hereunder shall terminate the latter of the termination or expiration date of this Agreement,or each Order,SOW or Exhibit.The provisions of this Agreement with respect to warranties, liability,and confidentiality shall survive termination of this Agreement and continue in full force and effect. 8, Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIONAL AND RELATED DAMAGES.UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT,PUNITVE,INCIDENTAL,OR CONSEQUENTIAL DAMAGES,WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY,EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FURTHER, GRANICUS SHALL NOT BE LIABLE FOR:(A)ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA;(B)COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY;(C)LOSS OF BUSINESS;(D)DAMAGES ARISING OUT OF ACCESS TO OR INABILITYTO ACCESS THE SERVICES,SOFTWARE,CONTENT,OR RELATED TECHNICAL SUPPORT;OR(E)FOR ANY MATTER BEYOND GRAN ICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY.IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR OTHERWISE)EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX(6)MONTHS IMMEDIATELY PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO(2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. Indemnification 9, 9.1. Indemnification by Granicus.Granlcus will defend, Indemnify and hold Customer harmless from and against all losses,liabilities,damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement - ("Claims")and shall pay all losses,damages,liabilities,settlements,judgments,awards,Interest,civil penalties, and reasonable expenses(collectively,"Losses,"and including reasonable attorneys'fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services Infringe a valid U.S. copyright or U.S.patent issued as of the date of the applicable Order,SOW or Exhibit.-In the event of such a Claim,if Granicus determines that an affected Order,SOW or Exhibit Is likely,or if the Solution Is determined In a final, non-appealable judgment by a court of competent jurisdiction,to infringe a valid U.S,copyright or U.S. patent Issued as of the date of the applicable Order,SOW or Exhibit,Granicus will,in Its discretion: (a) replace . the affected Granicus Products and Services;(b)modify the affected Granicus Products and Services to render it non-infringing;or(cj terminate this Agreement or the applicable Order,SOW or Exhibit with respect to the affected Solution and refund to You any prepaid fees for the then-remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing,Granicus shall have no obligation to Indemnify, defend,or hold Customer harmless from any Claim to the extent it Is based upon:(I)a modification to any Solution by Customer(or by anyone under Customer's direction or control or using logins or passwords assigned to Customer);(11)a modification made by Granicus pursuant to Customer's required Instructions or specifications or In reliance on materials or Information provided by Customer;or(III)Customer's use(or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer)of any Granicus Products and Services other than in accordance with this Agreement.This Section 9.1 sets forth Customer's sole and exclusive remedy,and Granicus'entire liability,for any Claim that the Granlcus Products and Services or any other materials provided by Granicus violate or Infringe upon the rights of any third party. 9.2. Indemnification by Customer.Customer shall defend,Indemnify,and hold Granicus harmless from and against any Claims,and shall pay all Losses,to the extent arising out of or related to(a)Customer's(or that of anyone authorized by Customer or using logins or passwords assigned to Customer)use or modification of any Granicus Products and Services;(b)any Customer content;or(c)Customer's violation of applicable law. ( 9.3. Defense.With regard to any Claim subject to Indemnification pursuant to this Section 9:(a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim;(b)the Indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof;and(c)the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless,the Indemnified Party may reasonably participate In such defense,at Its expense,with counsel of its choice,but shall not settle any such Claim without the indemnifying Party's prior written consent. The Indemnifying Party shall not settle or compromise any Claim In any manner that Imposes any obligations upon the Indemnified Party without the prior written consent of the Indemnified Party. i 10. General 10.1. Relationship of the Parties.Granicus and Customer acknowledge that they operate independent of i each other. Nothing In this Agreement shall be deemed or construed to create a joint venture, partnership, agency,or employee/employer relationship between the Parties for any purpose, Including,but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and Insurance for its employees and business operations. 10.2. Subcontractors.Granicus agrees that It shall be responsible for all acts and omissions of Its subcontractors to the same extent Granicus would be responsible If committed directly by Granicus. 10.3. Headings.The various section headings of this Agreement are Inserted only for convenience of reference and are not Intended,nor shall they be construed to modify,define,limit,or expand the Intent of the Parties. 10.4. Amendments.This Agreement may not be amended or modified except by a written Instrument signed by authorized representatives of both Parties.Notwithstanding the foregoing,Granicus retains the right to revise the policies referenced herein at any time,so long as the revisions are reasonable and consistent with industry practices,legal requirements,and the requirements of any third-party suppliers. 20.5. Severabllity.To the extent permitted by applicable law,the parties hereby waive any provision of law that would render any clause of this Agreement Invalid or otherwise unenforceable In any respect.In the event that a provision of this Agreement Is held to be Invalid or otherwise unenforceable,such provision will be . Interpreted to fulfill its Intended purpose to the maximum extent permitted by applicable law,and the remaining provisions of this Agreement will continue In full force and effect. 10.6. Assignment.Neither Party may assign,delegate,or otherwise transfer this Agreement or any of Its rights or obligations hereunder,either voluntarily or by operation of law,without the prior written consent of the other Party(such consent not to be unreasonably withheld);provided,however,that either Party may assign this Agreement without the other Party's consent In the event of any successor or assign that has acquired all,or substantially all,of the assigning Party's business by means of merger,stock purchase,asset purchase,or otherwise.Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.7. No Third-Party Beneficiaries.Subject to Section 9.6,this Agreement Is binding upon,and Insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns;there are no third- party beneficiaries to this Agreement. 10.8. Notice.Other than routine administrative communications,which may be exchanged by the Parties via email or other means,all notices,consents,and approvals hereunder shall be In writing and shall be deemed to ' have been given upon:(a)personal delivery;(b)the day of receipt,as shown In the applicable carrier's systems, If sent via FeclEx,UPS, DHL,or other nationally recognized express carrier;(c)the third business day after sending by U.S. Postal Service,First Gass,postage prepaid,return receipt requested;or(d)sending by email, with confirmed receipt from the receiving party. 10.9. Force Majeure.Neither Party shall be In breach of this Agreement solely due to breach caused by circumstances beyond the control and without the fault or negligence of the Party falling to perform.Such causes Include but are not limited to acts of God,wars,fires,floods,government regulations,shortage or ! supplies,acts of terrorism,or strikes. 10.10. Choice of Law and Jurisdiction.This Agreement shall be governed by and Interpreted under the laws of the State of California,without reference to the State's principles of conflicts of law.The parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Orange County,California. 10.11. Entire Agreement.This Agreement,together with all Orders,SOWS or Exhibits referenced herein,sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement,and supersedes any and all prior oral and written understandings, quotations,communications,and agreements. Granicus and Customer agree that any and all Orders,SOWS or Exhibits are Incorporated herein by this reference.In the event of possible conflict or Inconsistency between such documents,the conflict or Inconsistency shall be resolved by giving precedence in the following order:(1)the terms of this Agreement;(2) Exhibits(excluding orders)hereto;(3)Orden;and (4)all other SOWS or other purchase documents. 10.12. Reference.Notwithstanding any other terms to the contrary contained herein,Customer grants Granicus the right to use Customer's name and logo in customer lists and marketing materials. 10.13. Injunctive Relief.Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products i and Services Is In violation of any restrictions set forth In this Agreement. i I I I i I i I I I i I FIRST AMENDMENT TO THE GRANICUS SERVICE AGREEMENT BETWEEN GRANICUS, LLC AND HUNTINGTON BEACH,CA This First Amendment to the Granicus,LLC Service Agreement is effective as of the date of execution,and entered into by and between Granicus, LLC,a Minnesota Limited Liability Company(hereinafter referred to as "Granicus"), and Huntington Beach, CA (hereinafter referred to as "Client"), with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement dated December 20, 2017 (the "Agreement");and WHEREAS, the Client subscribes to software services with Granicus and shares some of its assets with Public Cable Television Authority(hereinafter referred to as"PCTA");and WHEREAS,the Client desires to revise the term of the agreement and to consolidate its subscriptions; and WHEREAS, GovDelivery, LLC changed its name to Granicus, LLC, a Minnesota Limited Liability Company. NOW,THEREFORE,in consideration of the premises,the parties intend that the Agreement be amended as follows: 1. The initial term of the Agreement shall be amended to commence December 20,2017 and terminate on June 30,2021. The Agreement may be renewed by written agreement of both parties. 2. The following services shall be transferred to an independent contract for PCTA at the following yearly costs: Service Cost Granicus Encoding Appliance Software(GT) $1,200.00 Government Transparency Suite $11,556.00 Meeting Efficiency Suite $4,286.40 Open Platform Suite $0.00 Total $17,042.40 3. Compensation for Client shall be amended to include the following services at the following yearly costs: Annual Rates(12/20/2017—12/19/2018 & 12/20/18—6/30/2019) Service Cost VoteCast Standard Package(ME) $7,200.00 Meeting Efficiency Suite $6,429.60 Open Platform Suite $0.00 Legistar $14,000.00 Granicus Encoding Appliance Software(GT) $1,260.00 Total $28,889.60 Page 1 of 3 Remaining Amounts Due: Service Cost VoteCast Standard Package(ME)(10/1/2018—6/30/2019) $5,400.00 Meeting Efficiency Suite(10/1/2018—6/30/2019) $4,822.20 Open Platform Suite(10/1/2018—6/30/2019) $0.00 Legistar(12/20/2018—6/30/2019) $7,421.92 Granicus Encoding Appliance Software(GT)(7/1/2018—6/30/2019) $1,260.00 Total $18,904.12 Year 2 Costs(7/1/2019-6/30/2020) Service Cost VoteCast Standard Package(ME) $7,560.00 Meeting Efficiency Suite $6,751.08 Open Platform Suite $0.00 Legistar $14,700.00 Granicus Encoding Appliance Software(GT) $1,323.00 Total $30,334.08 Year 3 Costs(7/1/2020-6/30/2021) Service Cost VoteCast Standard Package(ME) $7,938.00 Meeting Efficiency Suite $7,088.63 Open Platform Suite $0.00 Legistar $15,435.00 Granicus Encoding Appliance Software(GT) $1,389.15 Total $31,850.78 4. All references in the Agreement to GovDelivery, LLC, a Minnesota Limited Liability Company shall be deleted and replaced by Granicus,LLC, a Minnesota Limited Liability Company. 5. Except as amended by this First Amendment,all other terms and conditions of the Agreement shall remain in full force and effect. 6. In the event of any inconsistency between the provisions of this First Amendment and the documents comprising the Agreement,the provisions of this First Amendment shall prevail. [The remainder of this page is intentionally left blank.] Page 2 of 3 IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives, HUNTINGTON BEACH,CA GRANICUS,LLC By T#4L.✓ .�a w.��L/Q..1� By: (Authorized Signature) (Authorized Signature) Name. IKOP •r1 �`,4-,-- � a le,- &,L- Name: (Printed Name) (Printed Name) Title: IC Title: Date: C3�G�' ZZ/ O'741'rr Date: (Execution Date) (Execution Date) COUNTERPART Page 3 of 3 IN WITNESS WIRMEOF,the parties have caused this First Amendment to be executed by their duly authorized representatives, HUNiINGTON BEACH,CA GRANICUS,LLC (Authorized Signature) (Authorized Signature) Namel��11" P,- `S '=`'at��'� Name: Dawn Kubat (Printed Name) (Printed Name) Title: fence.. Title vice President of Legal Date: �, g ©/8' Date: October 23,2018 (Execution Date) ^(Execution Date) COUNTERPART I i r 1 i 3 Page 3 of 3 a Granicus Proposal for Huntington Beach, CA �Granicus Contact Name:Maxwell Buccelli Phone: Email:maxwell.buccelli@granicus.com ProposalDetails Quote Number:Q-69967 Prepared On:6/6/2019 Valid Through:7/22/2019 Payment Terms:Net 30(Payments for subscriptions are due at the beginning of the period of performance.) Currency:USD Current Subscription End Date:7/22/2019 Period of Performance:7/23/2019-6/30/2020 Annual Fees for Renewing Subscriptions Solution Period of Billing Quantity/Unit Annual Fee Prorated Fee Performance Frequency Government Transparency 7/23/2019 to Annual 1 Each $11,556.03 $10,846.31 Suite 6/30/2020 7/23/2019 to Meeting Efficiency Suite 6/30/2020 Annual 1 Each $4,286.41 $4,023.16 Granicus Encoding Appliance 7/23/2019 to Annual 1 Each $1,200.01 $1,126.31 Software(GT) 6/30/2020 SUBTOTAL: $17,042.45 $15,995.78 !Product Descriptions Name Description Government Government Transparency are the live in-meeting functions.Streaming of an event,pushing of Transparency Suite documents,indexing of event,creation of minutes. Meeting Efficiency Meeting Efficiency is a hybrid Software-as-a-Service(SaaS)and Hardware-as-a-Service(Haas) Suite solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution,the client will be able to streamline meeting data capture and minutes production,reducing staff efforts and decreasing time to get minutes published.During a meeting,record roll calls, motions,votes, notes,and speakers,all indexed with video. Use the index points to quickly edit minutes,templates to format in Microsoft Word or HTML,and publish online with the click of a button.Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to one Granicus platform site • Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired • One MS Word or HTML minutes template(additional templates can be purchased if needed) Granicus Encoding Granicus Encoding Appliance Software(GT)This includes the LiveManager Software solution Appliance Software where webcasts are started/stopped,agendas amended and indexed,votes and attendance (GT) recorded,and minutes created. info@qranicus.corn . Terms and Conditions • Link to Terms: https://gran'cus.com/pdfs/Master�Subscription Aereement.odf • This quote is exclusive of applicable state, local,and federal taxes,which, if any,will be included in the invoice.It is the responsibility of Huntington Beach,CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • If submitting a Purchase Order, please include the following language:All pricing,terms and conditions of quote Q-69967 dated 6/6/2019 are incorporated into this Purchase Order by reference. Agreement and Acceptance By signing this document,the undersigned certifies they have authority to enter the agreement.The undersigned also understands the services and terms. Name: �r��-on10� — a ry— Phone: �� ' 5,7' Email:Address: �U CYI C/9 q L A IZ `Signature: Name: Title: Iy� .f Im `—� PCLJ �l 9. Date: info@granicus.com ■ Granicus Video A complete video solution for government Granicus Video enables organizations to build by performing keyword searches to jump directly to a content-rich library of live and archived public specific topics, making it easier for viewers to find meeting webcasts and records without hassle, the information they're most interested in. Citizens enabling agencies to reach a broader audience and can also subscribe to agendas or keyword searches further meet modern transparency demands. to get real-time notifications when new, relevant content becomes available. With easy-to-use media management tools, agencies can schedule and broadcast live webcasts Opt in to HD video for an enhanced viewing while simultaneously recording and archiving the experience or further enable accessibility and live content to unlimited storage. Agendas can be ensure ADA compliance by adding closed- imported prior to each meeting, allowing for video captioning services. Agencies can monitor to be indexed in real-time, which eliminates hours and analyze public interest through visitor and of follow up work after an event has ended. After viewership reports, which break down visitor the meeting, publish a full and integrated public statistics, including most-popular content, number record which links the agenda directly to the video. of views, length of time on site, and more to better understand the viewing audience. Empowered citizens can browse published agendas and supporting documents or save time Live event Archive videos with Searchable, indexed D streaming unlimited storage content Publish a complete Closed captioning Reports to analyze public record CC add-on for ADA I ( � I I public participation compliance For more info visit granicus.com/video o Procurement Vehicle: Direct G _R AN I C _U S In Support of: Huntington Beach, CA Quote Number: Q-13047 Granicus Contact: Quote Prepared On: 11/20/2017 Name: Josh Hurni Quote Valid Through: 12/31/2017 Phone: +1 7182080144 Payment Terms: Net 30 Email:joshua.hurni@granicus.com The Agreement shall commence on the date this document is signed and continue for 3 years. Product Name Product Description Invoice Quantity One-Time Schedule Total Legistar Needs Implementation includes: Up Front 24 Hours $4,800.00 Analysis and • Access to an implementation consultant Configuration until project acceptance Services • Access to existing Web-based recorded trainings around standard account functions and capabilities • Up to five two-hour needs analysis calls with a business analyst • Up to two three-hour remote Legistar administration training sessions • Up to three full onsite Legistar training days The implementation process takes three to six months, on average, depending on the availability of stakeholders. Legistar Project Legistar Project Management and Up Front 36 Hours $8,100.00 Management Deployment Services is the professional and Deployment service time for deploying a Legistar Services system. Legistar - Onsite Legistar - Onsite Training is for onsite Up Front 3 Days $5,400.00 Training training for Legistar, which allows clients to have a Granicus trainer onsite - to show them how to use the system. Legistar Admin - Legistar Admin - Online Training Up Front 4 Hours $900.00 Online Training is for online training for Legistar Administration, which allows clients to have online sessions with a Granicus trainer to learn how to use the system. TOTAL: $19,200.00 Q-13047 : 11/20/2017 Page 1 of 5 Procurement Vehicle: Direct G -R AN I C -U S In Support of: Huntington Beach, CA 4111 Product Name Product Description Invoice Quantity Annual Schedule Total VoteCast Standard VoteCast is a hybrid Software-as-a- Annual 1 Each $7,200.00 Package (Tablet) Service (SaaS) and Hardware-as-a-Service (ME) (Haas) solution that enables government organizations to streamline the meeting process for both the clerk's office as well as elected officials. By leveraging this solution, the client will be able to automate meeting data capture and display - improving accuracy and keeping all attendees informed of meeting proceedings. Available on a variety of hardware as well as the iLegislate platform, elected officials can use their touchscreens or tablets to motion, second, vote, and request to speak. This data automatically populates to the clerk software (LiveManager) ensuring accuracy and reducing workload. As action items occur during the meeting, TVs or projectors hooked up to VoteCast Display will automatically show the current agenda item, motion on the floor, vote result, and speaker timer as well as speaker name. VoteCast includes: • Unlimited user accounts • Unlimited meeting bodies • Access to one Granicus platform site • Access to the VoteCast software application for elected officials • Access to the VoteCast Display software application to output meeting proceedings to TVs or projectors in the meeting room Government Government Transparency are the live in- Annual 1 Each $11,556.00 Transparency Suite meeting functions. Streaming of an event, pushing of documents, indexing of event, creation of minutes. Q-13047 : 11/20/2017 Page 2 of 5 Procurement Vehicle: Direct G _R A N I C _U S In Support of: Huntington Beach, CA Product Name Product Description Invoice Quantity Annual Schedule Total Meeting Efficiency Meeting Efficiency is a hybrid Software- Annual 1 Each $10,716.00 Suite as-a-Service (SaaS) and Hardware-as-a- Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk's office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word or HTML, and publish online with the click of a button. Meeting Efficiency includes: • Unlimited user accounts • Unlimited meeting bodies • Unlimited storage of minutes documents • Access to one Granicus platform site • Access to the LiveManager software application for recording information during meetings • Access to the Word Add-in software component for minutes formatting in MS Word if desired • One MS Word or HTML minutes template (additional templates can be purchased if needed) Granicus Encoding Granicus Encoding Appliance Software (GT) Annual 1 Each $1,200.00 Appliance Software This includes the LiveManager Software (GT) solution where webcasts are started/ stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Q-13047 : 11/20/2017 Page 3 of 5 Procurement Vehicle: Direct GR A N I C -U S In Support of: Huntington Beach, CA Product Name Product Description Invoice Quantity Annual Schedule Total Legistar Legistar is a Software-as-a-Service Annual 1 Each $14,000.00 (SaaS) solution that enables government organizations to automate the entire Legislative process of the clerk's office. By leveraging Legistar, the client will be able to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes: • Unlimited user accounts • Unlimited meeting bodies and meeting types • Unlimited data storage and retention • configuration services for one meeting body\type • One Legistar database • One InSite web portal • Design services for one agenda report template • Design services for one minute's report template Open Platform Open Platform is access to MediaManager, Annual 1 Each $0.00 Suite upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. TOTAL: $44,672.00 Product Name Year 2 Year 3 oteCast Standard Package(Tablet)(ME) $7,560.00 $7,938.00 Government Transparency Suite $12,133.80 $12,740.49 Meeting Efficiency Suite $ 11,251.80 $11,814.39 Granicus Encoding Appliance Software(GT) $1,260.00 $ 1,323.00 Legistar $14,700.0 $15,435.00 Open Platform Suite $0.00 $0.00 OTAL: 1 $46,905.601 $49,250.88 -il l�Jti9JarJ L�YJ�JJ o D O C� � ,,°- a •Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • This quote is exclusive of applicable state, local, and federal taxes,whim, if any,will be included in the invoice. It is the responsibility of Huntington Beach, CA to provide applicable exerr j ibn certificate(s). • Upon the Effective Date, this Agreement shall supersed and replace any previous agreement between the parties.All prior agreements between the parties are hereby void and of no force and effect. Q-13047 : 11/20/2017 Page 4 of 5 Procurement Vehicle: Direct G _R AN I C _U S In Support of: Huntington Beach, CA Huntington Beach, CA Billing Information Signature: ;y': .. ' Name: Name: lr 1 m.1`'l?, Phone: Title: l (� Email: Date: Z .Z / .� Address: APPROVED BY. ICtiAEL E.GATES CITY AZ ORNEY OF HUNC�TON BEACH; 10\La 0<<1 Receive and File �&hwatu) City Clerk Q-13047: 1 1/20/2017 Page 5 of 5 Master Subscription Agreement This Master Subscription Agreement("Agreement) is made by and between the party procuring Granicus Products and Services("Customer") and GovDelivery, LLC, a Minnesota Limited Liability Company d/b/a Granicus("Granicus"). Customer and Granicus may each be referred to herein as"Party" or collectively as"Parties". By accessing the Granicus Products and Services,Customer accepts this Agreement. In the event there is a conflict between this Agreement and any other contract Customer has for the Granicus Products and Services("Contract"),the terms of the Contract shall prevail. Due to the rapidly changing nature of digital communications,this Agreement may be updated from time to time at Granicus'sole discretion. Notification to Customer will be via email or posting to the Granicus website. 1. Definitions. In addition to terms defined elsewhere in this Agreement,the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or Exhibit under this Agreement,further specified in Section 7.1. "Exhibit" means any exhibit referenced herein and attached hereto. "Extension Term"any term that increases the length of the Initial Term of this Agreement. "Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order,SOW or Exhibit and, unless otherwise stated in each Order,SOW or Exhibit, invoiced upon commencement of the Order Term. "Granicus Products and Services" means the products and services made available to Customer pursuant to this Agreement,which may include Granicus products, services, application software accessible for use by Customer on a subscription basis("SaaS"), Granicus professional services, content from any professional services or other required equipment components ("Required Hardware"), as specified in each Order, SOW or Exhibit. "Initial Term" shall have the meaning specified in the Order,SOW or Exhibit between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term"shall mean the then-current duration of performance identified on each Order, SOW or Exhibit,for which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services. "Statement of Work" or"SOW" means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order, SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services,as specified in each Order, SOW or Exhibit placed hereunder. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order, SOW or Exhibit placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services.The Parties may execute one or more Order, SOW or Exhibit related to the sale and purchase of Granicus Products and Services. Each Order,SOW or Exhibit will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly-issued purchase order by Customer accompanies the Order,SOW or Exhibit,then the Order,SOW or Exhibit need not be executed by the Parties. Each Order,SOW or Exhibit dated on or after the Effective Date shall be governed by this Agreement regardless of any pre-printed legal terms on each Order, SOW or Exhibit, and by this reference is incorporated herein. 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement,so long as the functionality purchased by Customer is not materially diminished. 2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing.To the extent permitted by law and approved by Customer,the terms of this Agreement and set forth in one or more Order, SOW or Exhibit 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.The applicable fees for additional municipalities,school districts or governmental agencies will be provided by Granicus to Customer and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Customer as subscriptions during an Order Term specified in each Order,SOW or Exhibit.Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Customer herby accepts,solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order, SOW or Exhibit(collectively the "Permitted Use").The Permitted Use shall also include the right,subject to the conditions and restrictions set forth herein,to use the Granicus Products and Services up to the levels limited in the applicable Order, SOW or Exhibit. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer sources (interactions with end users and opt-in contact lists). Customer cannot upload purchased contact information into Granicus Products and Services without Granicus'written permission and professional services support for list cleansing. 3.2.2. Content. Customer can only use Granicus Products and Services to share content that is created by and owned by Customer and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription.Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Customer, can be removed or limited by Granicus. 3.2.3. Granicus Communications Suite Subscriber Information 3.2.3.1. Data Provided by Customer. Data provided by Customer and contact information gathered through Customer's own web properties or activities will remain the property of Customer ("Direct Subscriber"), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Customer, unless required by law. 3.2.3.2. Data Obtained through the Granicus Advanced Network 3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud,that offers Direct Subscribers recommendations to subscriber to other Granicus customer's digital communication (the "Advanced Network").When a Direct Subscriber signs up through one of the recommendations of the Advanced Network,that subscriber is a "Network Subscriber"to the agency it subscribed to through the Advanced Network. 3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription with Granicus. Network Subscribers are available for use only while Customer is under an active subscription with Granicus. Network Subscribers will not transfer to Customer upon termination of any Granicus Order,SOW or Exhibit. Customer shall not use or transfer any of the Network Subscribers after termination of its Order,SOW or Exhibit placed under this Agreement.All information related to Network Subscribers must be destroyed by Customer within 15 calendar days of the Order,SOW or Exhibit placed under this Agreement terminating. 3.2.3.2.3. Opt-In. During the last 10 calendar days of Customer's Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Customer may send an opt-in email to Network Subscribers that shall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to subscribe to further updates from Customer in the future.Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Customer upon termination. 3.2.4. Advertising.Granicus Products and Services shall not be used to promote products or services available for sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions. Customer shall not: 3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; 3.3.2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.3. Use the Granicus Products and Services for any unlawful purposes; 3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof,for third party use; or 3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback.Customer herby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty-free transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. 3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer,Granicus will provide to Customer a three(3)year warranty with respect to the Required Hardware.Within the three(3)year warranty period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to function properly due to normal wear and tear,defective workmanship, or defective materials. Required Hardware warranty shall commence on the Effective Date of each applicable Order, SOW or Exhibit. 3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder,Granicus and/or its licensors reserve all right,title and interest in the Granicus Products and Services,the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. 4. Payment 4.1. Fees. Customer agrees to pay all fees,costs and other amounts as specified in each Order,SOW or Exhibit. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the subscription.All fees are exclusive of applicable state, local,and federal taxes,which, if any,will be included in the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Unless indicated otherwise in the applicable Order,SOW or Exhibit,the fees shall be invoiced by Granicus and paid by Customer as follows: 4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term,then annually at the beginning of any Extended Term or Order Term,within thirty(30) days of receipt of invoice. 4.1.2. Services. Services supporting Products shall be paid annually commencing upon the completion of the Product implementation, or the Product being ready for Customer's use. Fees shall be paid by Customer within thirty(30) days of receipt of invoice. 4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required Hardware components with the configured Granicus Product and Services. 4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty(30)days receipt of invoice for said amount(s)at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such invoice. 4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to Customer at least thirty(30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement(including the Initial Term, all Extended Terms,and all Order Terms),the Granicus Product and Services fees shall automatically increase from the previous term's fees by seven (7) percent per year. 5. Representations,Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties.Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however,the Granicus Products and Services are provided "AS IS"and as available. 5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,THE IMPLIED WARRANTIES OF MERCHANTABILITY,TITLE, NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party(disclosing Party) may disclose to the other Party (receiving Party) certain information which may be considered confidential and/or trade secret information ("Confidential Information"). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non- public information if it is clearly and conspicuously marked as"confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the disclosing Party if it is identified as confidential and/or proprietary before, during,or promptly after presentation or communication and (iv)any information that should be reasonably understood to be confidential or proprietary to the receiving Party, given the nature of the information and the context in which disclosed. 6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the receiving Party; (ii)was in the receiving Party's possession before receipt from the disclosing Party; (iii) is rightfully receiving by the receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party; (v) is independently developed by the receiving Party without use or reference to the disclosing Party's Confidential Information; or(vi) is disclosed with the prior written approval of the disclosing Party. Confidential Information of disclosing Party may be disclosed as required by State or Federal law, or in response to a valid court order or other legal process,only to the extent required by such order or process and, if allowed by law,only after the recipient has given the owner written notice of such court order or other legal process promptly and the opportunity for the owner to seek a protective order or confidential treatment of such Confidential Information. 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information,Granicus must be notified in writing, in advance of the storage or sending. Should Customer provide such notice, Customer must ensure that that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus on its behalf. 6.4. Return of Confidential Information. Upon request of the disclosing Party,termination,or expiration of this Agreement,the receiving Party shall,to the extent commercially practicable, destroy the disclosing Party's Confidential Information and, at the disclosing Party's request,certify the same. 7. Term and Termination 7.1. Agreement Term.The Agreement Term shall begin on the Effective Date and continue through the latest date of the Order Term of each Order, SOW or Exhibit under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and Services provided under the respective Order, SOW or Exhibit. Customer's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety(90) days prior to the end of the Order Term,the Granicus Products and Services will automatically renew for an Extension Term equal in duration to the Initial Term,or the then- current Order Term. 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in effect at the time of termination,then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement is terminated for breach,then unless otherwise agreed to in writing, all outstanding Orders, SOWS or Exhibits shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Customer be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause.The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty(30) days after the non-breaching Party provides written notice of the breach.A Party may also terminate this Agreement immediately upon notice if the other Party: (a)is liquidated, dissolved,or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors; or(c)ceases to conduct business for any reason on an ongoing basis leaving no successor in interest.Granicus may,without liability, immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.5. Survival.All rights granted hereunder shall terminate the latter of the termination or expiration date of this Agreement, or each Order,SOW or Exhibit.The provisions of this Agreement with respect to warranties, liability,and confidentiality shall survive termination of this Agreement and continue in full force and effect. 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIONAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS,SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX(6) MONTHS IMMEDIATELY PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO(2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. Indemnification 9. 9.1. Indemnification by Granicus.Granicus will defend, indemnify and hold Customer harmless from and against all losses, liabilities,damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims")and shall pay all losses,damages, liabilities,settlements,judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and including reasonable attorneys'fees and court costs),to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a Claim, if Granicus determines that an affected Order,SOW or Exhibit is likely, or if the Solution is determined in a final, non-appealable judgment by a court of competent jurisdiction,to infringe a valid U.S.copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or(c)terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the affected Solution and refund to You any prepaid fees for the then-remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent it is based upon: (i)a modification to any Solution by Customer(or by anyone under Customer's direction or control or using logins or passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or specifications or in reliance on materials or information provided by Customer; or(iii) Customer's use(or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any Granicus Products and Services other than in accordance with this Agreement.This Section 9.1 sets forth Customer's sole and exclusive remedy, and Granicus' entire liability,for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Customer. Customer shall defend, indemnify,and hold Granicus harmless from and against any Claims, and shall pay all Losses,to the extent arising out of or related to (a) Customer's (or that of anyone authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus Products and Services; (b)any Customer content; or(c) Customer's violation of applicable law. 9.3. Defense.With regard to any Claim subject to indemnification pursuant to this Section 9: (a)the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b)the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c)the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless,the indemnified Party may reasonably participate in such defense,at its expense,with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Subcontractors.Granicus agrees that it shall be responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 10.3. Headings.The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit,or expand the intent of the Parties. 10.4. Amendments.This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing,Granicus retains the right to revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with industry practices, legal requirements,and the requirements of any third-party suppliers. 10.5. Severability.To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 10.6. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law,without the prior written consent of the other Party(such consent not to be unreasonably withheld); provided, however,that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all,or substantially all, of the assigning Party's business by means of merger,stock purchase, asset purchase, or otherwise.Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.7. No Third-Party Beneficiaries.Subject to Section 9.6,this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns;there are no third- party beneficiaries to this Agreement. 10.8. Notice. Other than routine administrative communications,which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt,as shown in the applicable carrier's systems, if sent via FeclEx, UPS, DHL,or other nationally recognized express carrier; (c)the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or(d)sending by email, with confirmed receipt from the receiving party. 10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by circumstances beyond the control and without the fault or negligence of the Party failing to perform.Such causes include but are not limited to acts of God,wars, fires,floods,government regulations,shortage or supplies, acts of terrorism, or strikes. 10.10. Choice of Law and Jurisdiction.This Agreement shall be governed by and interpreted under the laws of the State of California,without reference to the State's principles of conflicts of law.The parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Orange County, California. 10.11. Entire Agreement.This Agreement,together with all Orders, SOWS or Exhibits referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings,quotations, communications, and agreements. Granicus and Customer agree that any and all Orders,SOWS or Exhibits are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1)the terms of this Agreement; (2) Exhibits(excluding orders) hereto; (3)Orders; and (4) all other SOWs or other purchase documents. 10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants Granicus the right to use Customer's name and logo in customer lists and marketing materials. 10.13. Injunctive Relief.Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement.