HomeMy WebLinkAboutContract 1225 ECE:1NOVia_cac
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8 1005NON-EXCLUSIVE SOFTWARE LICENS
AND rlT�rrRK DEPT
MAINTENANCE AND SUPPORT SERVICES AGREEMENT
BY AND BETWEEN
CITY OF CATHEDRAL CITY
AND
GRANICUS INC.
THIS NON-EXCLUSIVE SOFTWARE LICENSE AND MAINTENANCE AND
SUPPORT SERVICES AGREEMENT (the "Agreement"), is made and entered into
this ?) day of , 2005 (the "Effective Date"), by and between
the City of Cathedral City, a municipal corporation located in the County of
Riverside, State of California, hereinafter referred to as the "City", and Granicus,
Inc., a California corporation, hereinafter referred to as "Service Provider".
RECITALS:
WHEREAS, Service Provider has developed a streaming media solution and
Media Management Software that specializes in Internet Broadcasting; and
WHEREAS, the City desires to: (i) license the Granicus Solution which will
facilitate streaming and distribution of live and archived video and audio content, and (ii)
engage Granicus, Inc. to integrate its' Media Management Software onto the City's
existing website, and (iii) contract with Service Provider to administer the Streaming
Solution through a Managed Services solution.
WHEREAS, the City seeks to communicate with a larger number of City
residents on a more frequent basis through a readily available medium that is not cost
prohibitive.
WHEREAS, Service Provider is making available software and hardware
maintenance and support services for the City's Granicus Solution system.
WHEREAS, in light of the facts set forth above, the City desires to retain the
services of Service Provider to provide, on an independent contractor basis, all services
pertaining to the installation, maintenance, purchase and operation of the Granicus
Solution system.
NOW THEREFORE, IN CONSIDERATION OF THE COVENANTS,
CONDITIONS AND PROMISES CONTAINED HEREIN AND FOR SUCH OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:
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Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated
into this Agreement by this reference as though fully set forth herein.
Section 2. DEFINITIONS
In addition to the capitalized terms otherwise defined herein, the following
additional capitalized terms shall have the meanings set forth below, unless the context
clearly otherwise requires:
2.1 "City Website" shall mean, collectively, the web site of any City that is
hosted by Service Provider.
2.2 "Confidential Information" shall mean all business, technical and other
information (including without limitation, all product, services, financial, marketing,
engineering, research and development information, product specifications, technical
data, data sheets, programs, software, inventions, processes, know-how, chip designs,
mask works, designs, drawings and any other documentation), disclosed from time to
time by the disclosing party to the receiving party, directly or indirectly in any manner
whatsoever (including without limitation, in writing, orally, electronically, in all types of
disks, diskettes, computer memory or storage or other media, or by drawings or
inspection of physical items, and whether or not modified or merged into other
materials); provided, however, that the term "Confidential Information" shall not include
the Content that is intended to be published on the Website.
2.3 "Content" shall mean any and all, documents, graphics, video, audio,
images, sounds and other content that is streamed or otherwise transmitted or provided
by, or on behalf of, the City to Service Provider.
2.4 "Equipment" shall mean the hardware components of the Granicus
Solution.
2.5 "Granicus Solution" shall mean the product specified in the City's Scope of
Services.
2.6 "Intellectual Property Rights" shall mean all right, title and interest in and to
any and all intellectual property rights throughout the world, including, without limitation,
any and all patents, patent applications, copyrights, copyright applications, moral rights,
trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any
and all similar or equivalent rights throughout the world.
2.7 "Media Management Software" shall mean all software included with the
Granicus Solution including but not limited to the web application used to administer
streaming media.
2.8 "Live" shall mean the time at which "Managed Services" are activated and
monthly billing begins.
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2.9 "Losses" shall mean demands, claims, complaints, actions or causes of
action, suits, proceedings, investigations, arbitrations, assessments, fines, penalties,
judgments, losses, damages (including diminution in value), liabilities, obligations, and
any costs and expenses, including without limitation interest, penalties, investigative
costs and reasonable attorneys' fees.
2.10 "Managed Services" shall mean monthly fees paid to Service Provider by
the City for bandwidth usage associated with live and archived Internet streaming, data
storage, and Granicus Solution maintenance and monitoring.
2.11 "Media Management Software" shall mean all software included with the
Granicus Solution including but not limited to the web application used to administer
streaming media.
2.12 "Representatives" shall mean the officers, directors, employees, agents,
attorneys, accountants, financial advisors and other representatives of a party.
2.13 "Revocable" shall mean that the City's right to use or access the media
management software shall be annulled because the City has either discontinued their
use of a Granicus Managed Services program, failed to pay any Service Provider fees
for more than thirty (30) days or breached the terms of this contract.
2.14 "Trademarks" shall mean, with respect to each party to this Agreement,
all trademarks, trade names and logos of such party and any other trademarks, trade
names and logos that such party may specify in writing to the other party from time to
time.
Section 3. INSTALLATION OF GRANICUS SYSTEM
3.1 Installation of Granicus System.
a. Service Provider shall have the following obligations in connection
with the installation of the Granicus System:
install, set-up and test the Granicus System, including, if
necessary, installing the computers and loading any necessary software;
and
ii. conduct one initial "train the trainer" training session, using a
combination of written procedures (in English) and hands-on training, on
the use of the Granicus System.
b. The City shall have the following obligations in connection with the
installation of the Granicus System:
provide physical space at the site locations that is
appropriate and sufficient for the Granicus System, including a controlled
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access area for the computers and associated hardware, equipment and
accessories; and
ii. Compensate all costs related to the installation and
deployment of the Granicus solution as described in the Scope of
Services; and
iii. Compensate all Managed Services payments as described
in section 11.
Section 4. SITE PREPARATION
4.1 The City shall provide such materials as may reasonably be necessary to
post warnings and other disclaimers at appropriate intervals around the various site
locations within the City venue where live audio and video streaming will take place.
4.2 The City shall be responsible for maintaining such warnings and
disclaimers and for ensuring that patrons are fully informed regarding the locations and
times when such audio and video streaming will occur.
Section 5. MAINTENANCE OF EQUIPMENT
5.1 For three (3) years after the date of this Agreement, Service Provider shall
repair or replace any Equipment, provided directly from Service Provider, that fails to
function properly due to normal wear and tear, provided that any such failure is not
covered by insurance maintained by the City. Service Provider shall not be responsible,
however, for any such failure that is due to other causes, such as power surge, fire,
flood or other casualty, accident, vandalism, misuse or abuse, alteration of the
Equipment or failure of the City to maintain a proper environment or otherwise properly
care for the Equipment.
5.2 Service Provider has the technology in place to continuously monitor all
equipment and should any malfunction appear, Service Provider shall immediately
notify the City. Service Provider shall respond to requests to repair or replace any non-
functioning Equipment, provided directly from Service Provider within twenty-four (24)
hours from the time that notice is received, and the City shall grant Service Provider or
its representatives access to the Equipment for this purpose at reasonable times.
Service Provider will keep the City informed regarding the time frame and progress of
the repairs or replacements.
5.3 Service Provider offers continuous customer support and is dedicated to
ensuring that the City is completely satisfied with Service Provider's products and
services. Service Providers staff is available to the City twenty-four (24) hours a day,
Three Hundred Sixty-five (365) days a year, via the customer support lines. All support
numbers are listed on the bottom of this contract.
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Section 6. USE OF MEDIA MANAGEMENT SOFTWARE
Service Provider agrees to provide City with a revocable, non-transferable and
non-exclusive account to access the Media Management Software and grants the City a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the
Media Management Software. The Media Management Software is proprietary to
Service Provider, and protected by intellectual property laws and international
intellectual property treaties. The City's access to, and use of, the Media Management
Software is a license and not a sale. The City is responsible for any applicable costs
and taxes associated with the City's use of the Services.
Section 7. CONTENT PROVIDED TO GRANICUS, INC.
The City shall have sole control and responsibility over the determination of
which data and information shall be included in the Content that is to be transmitted,
including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. The City shall not
provide to Service Provider, or permit to be provided to Service Provider, any Content
that (a) infringes or violates any third parties' Intellectual Property Rights, rights of
publicity or rights of privacy, (b) contains any defamatory material or (c) violates any
federal, state, local or foreign laws, regulations or statutes.
Section 8. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS &
SECURITY.
8.1 Content Ownership. The City shall own all right, title and interest in and
to all Content on a worldwide basis, including, without limitation, all Intellectual Property
Rights relating thereto, (i) with respect to Content captured by cameras or microphones
at the venue, at the time such Content is so captured and prior to the time it is
transmitted to the computer at the venue and (ii) with respect to all other Content, at the
time such Content is transmitted or otherwise provided to Service Provider pursuant to
this Agreement. To the extent that any such Content is protectable by copyright, such
Content shall be deemed to be "works made for hire" under the copyright laws of the
United States.
8.2 Trademark Ownership and License.
a. The City shall retain all right, title and interest in and to its
Trademarks, including any goodwill associated therewith, subject to the limited
license granted to Granicus, Inc. pursuant to Section 8.2 hereof.
b. Service Provider shall retain all right, title and interest in and to the
Granicus, Inc. Trademarks, including any goodwill associated therewith, subject
to the limited license granted to the City pursuant to Section 8.2 hereof.
c. Each party grants to the other a non-exclusive, non-transferable
(other than as provided in Section 12.1 hereof), limited license to use the other
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party's Trademarks as is reasonably necessary to perform its obligations under
this Agreement, provided that any promotional materials containing the other
party's trademarks shall be subject to the prior written approval of such other
party, which approval shall not be unreasonably withheld.
d. Neither party shall use the other party's Trademarks in a manner
that disparages the other party or its products or services, or portrays the other
party or its products or services in a false, competitively adverse or poor light.
Each party shall comply with the other party's requests as to the use of the other
party's Trademarks and shall avoid any action that diminishes the value of such
Trademarks.
8.3 Security of Data. Service Provider will take commercially reasonable
efforts to protect and control access to City Content. However, Service Provider makes
no guarantee and assumes no liability for the security of any of City Content or other
data provided to Service Provider, including any of City Content or data placed on any
servers including "secure servers." City will be responsible for the creation and
protection of username and password. In no event shall Service Provider be liable for
any direct, indirect or other damages arising out of any breach of security or otherwise.
Section 9. COMPENSATION
The City agrees to purchase hosting, storage, and bandwidth associated with live
and archived Internet streaming, data storage, and Granicus Solution maintenance and
monitoring, necessary for the City to broadcast its Content to the Internet for at least
one (1) years in accordance with the "Prices and Payment Terms," attached hereto as
Exhibit "A," and incorporated herein by this reference as though fully set forth at length.
Section 10. SCOPE OF SERVICES
Service Provider agrees to provide the City the hosting, storage, and bandwidth
associated with live and archived Internet streaming, data storage, and Granicus
Solution maintenance and monitoring, necessary for the City to broadcast its content to
the Internet for at least three (3) years in accordance with the "Scope of Services"
attached hereto as Exhibit "B" and incorporated herein by this reference.
Section 11. PAYMENT SCHEDULE
11.1 Payment of Maintenance Fees
a. Upon execution of this Agreement, the City agrees to pay Service
Provider the first month's service fees.
b. Thereafter, the City agrees to pay the monthly fees to Service
Provider by the first day of the month according to the "Payment Schedule,"
attached hereto as Exhibit "C," and incorporated herein by reference as though
set forth at length.
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11.2 Cancellation of this Agreement
a. In the event of a cancellation of this Agreement by City within (12)
months from the "live" date, the City will be responsible for paying the amount
due for the remainder of the first year.
b. City's cancellation of the Agreement will also result in the
immediate termination of City's Media Management Software license as
described in Section 6.
Section 12. CONFIDENTIAL INFORMATION & OWNERSHIP
12.1 Disclosure. Except to the extent necessary as contemplated by this
Agreement, each party agrees not to disclose any Confidential Information to any
person and agrees to use its best efforts to prevent inadvertent disclosure of any
Confidential Information to any person. Without limiting the generality of the preceding
sentence, each party agrees to treat the Confidential Information of the other party with
at least the degree of care that such party treats similar information of its own. Each
party may disclose such Confidential Information to a court or other governmental
authority to the extent that such disclosure is required by governmental order or by law;
provided that the receiving party shall (i) notify the disclosing party in writing of such
required disclosure as soon as reasonably possible prior to such disclosure, specifying
in detail the reasons why such disclosure is required, (ii) use its commercially
reasonable efforts at its expense to cause such disclosed Confidential Information to be
treated by such governmental authority as trade secrets and as confidential, and (iii)
use its commercially reasonable efforts at its expense to obtain such other protective
orders and protections with respect thereto as the disclosing party may reasonably
request.
12.2 Use. Each party agrees not to use any Confidential Information for any
purpose whatsoever except to the extent necessary as contemplated by this
Agreement. Each party agrees not to disclose the Confidential Information to any of its
Representatives except those who are required to have the Confidential Information in
connection with such purpose and then only if such Representative is either subject to a
written confidentiality agreement that would cover the confidential treatment of the
Confidential Information or otherwise subject to fiduciary obligations of confidentiality
that would cover the confidential treatment of the Confidential Information.
12.3 Termination of Confidentiality Obligations. The obligations of this Section
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when receiving party can prove by appropriate documentation that such Confidential
Information (a) was previously known to the receiving party as shown by the receiving
party's files at the time of disclosure thereof, (b) was already in the public domain at the
time of the disclosure thereof, or (c) entered the public domain through no action of the
receiving party subsequent to the time of the disclosure thereof.
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Section 13. DISCLAIMER OF WARRANTY; LIMITATION OF
LIABILITY
13.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH
THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL
WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
13.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR
LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE,
REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Section 14. TERM AND TERMINATION.
14.1 Term. The term of this Agreement shall commence on the date hereof
and shall continue in full force and effect for one (1) years after the date hereof. This
Agreement shall automatically renew for additional three (3) terms of one (1) year each,
unless either party notifies the other in writing at least thirty (30) days' prior to such
automatic renewal that it does not wish to renew this Agreement.
14.2 Termination. This Agreement may be terminated, in whole or in part,
pursuant to the following terms and conditions:
a. by mutual written consent of the parties hereto;
b. by either party if there has been a material default or breach on the
part of the other party in any of its representations, warranties, covenants or
obligations contained in this Agreement;
i. Failure or delay by any party to this Agreement to perform any
material term or provision of this Agreement shall constitute a default under
this Agreement; provided however, that if the party who is otherwise claimed
to be in default by the other party commences to cure, correct or remedy the
alleged default within fifteen (15) calendar days after receipt of written notice
specifying such default and shall diligently complete such cure, correction or
remedy, such party shall not be deemed to be in default hereunder.
ii. The party which may claim that a default has occurred shall give
written notice of default to the party in default, specifying the alleged default.
Delay in giving such notice shall not constitute a waiver of any default nor
shall it change the time of default; provided, however, the injured party shall
have no right to exercise any remedy for a default hereunder without
delivering the written default notice, as specified herein.
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iii. Any failure or delay by a party in asserting any of its rights or
remedies as to any default shall not operate as a waiver of any default or of
any rights or remedies associated with a default.
vi. In the event that a default of any party to this Agreement
may remain uncured for more than fifteen (15) calendar days following written
notice, as provided above, a "breach" shall be deemed to have occurred. In
the event of a breach, the injured party shall be entitled to seek any
appropriate remedy or damages by initiating legal proceedings.
14.3 Obligations Upon Termination. Upon any termination of this Agreement,
the following shall apply:
a. The parties shall remain responsible for any payments that have
become due and owing as of the effective date of termination.
b. The provisions of Section 12 and 13 hereof (together with all other
provisions that reasonably may be interpreted as surviving termination of this
Agreement) shall survive termination of this Agreement and continue in full force
and effect.
c. Except as provided in Section 14 hereof, no party shall have any
liability upon any termination of this Agreement.
Section 15. INDEPENDENT CONTRACTOR'S STATUS
Service Provider shall at all times during the term of this Agreement perform the
services described in this Agreement as an independent contractor.
Section 16. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR STATUS OF
GRANICUS
16.1 Service Provider represents and acknowledges the following:
a. The City is not required to provide any training or legal counsel to
Service Provider or its employees in order for Service Provider to perform the
services described in this Agreement.
b. Performance of the services described in this Agreement does not
have to be integrated into the daily business operations of the City.
c. The services described in this Agreement can be performed without
the use of City equipment, materials, tools or facilities unless otherwise provided
under a separate agreement.
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d. Nothing in this Agreement shall be interpreted to imply that the City
must maintain any contractual relationship with Service Provider on a continuing
basis after termination of this Agreement.
e. The City will not be requested or demanded to assume any liability
for the direct payment of any salary, wage or other such compensation to any
person employed by Service Provider to perform the services described in this
Agreement.
f. Service Provider shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are "employees" of the City.
16.2 The City represents and acknowledges the following:
a. Service Provider is not required to comply with daily instructions
from City staff with respect to when, where or how Service Provider must perform
the services set forth in this Agreement.
b. Service Provider is solely responsible for determining who, under
the supervision or direction of Service Provider will perform the services set forth
in this Agreement.
c. The City will not hire, supervise or pay any assistants working for
Service Provider pursuant to this Agreement.
d. Nothing in this Agreement shall be interpreted to imply that the
Service Provider must maintain any contractual relationship with the City on a
continuing basis after termination of this Agreement.
e. It is the sole responsibility of Service Provider to set the hours in
which Granicus performs or plans to perform the services set forth in this
Agreement.
f. Service Provider is not required to devote full time to the business
operations of the City in order to perform the services set forth in this Agreement.
g. Unless deemed necessary under certain circumstances, Service
Provider is not required to perform the services set forth in this Agreement at City
Hall or on City-owned property.
h. Other than attendance at required public meetings and public
hearings and complying with procedural requirements set forth by law, Service
Provider is not required to perform the services set forth in the Agreement in any
particular order or sequence.
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Nothing in this Agreement shall be interpreted to preclude Service
Provider from working for other persons or firms, provided that such work does
not create a conflict of interest.
Section 17. NOT AGENT OF THE CITY
17.1 Nothing contained in this Agreement shall be deemed, construed or
represented by the City or Service Provider or by any third person to create the
relationship of principal and agent.
17.2 Service Provider shall have no authority, expressed or implied, to act on
behalf of the City in any capacity whatsoever as an agent, nor shall Service Provider
have any authority, expressed or implied, to bind the City to any obligation whatsoever.
Section 18. QUALIFICATIONS
Service Provider represents that it has obtained and will maintain at all times
during the term of this Agreement all professional and/or business licenses,
certifications and/or permits necessary for performing the services described in this
Agreement.
Section 19. WARRANTY
Service Provider warrants that all services will be performed in a competent,
professional and satisfactory manner in accordance with the standards prevalent in the
industry for such services.
Section 20. FAMILIARITY WITH WORK
20.1. By executing this Agreement, Service Provider warrants that (1) it has
thoroughly investigated and considered the work to be performed, (2) it has investigated
the issues regarding the scope of services to be provided, (3) it has carefully considered
how the work should be performed, and (4) it fully understands the facilities, difficulties
and restrictions attending performance of the work under this Agreement.
20.2. Should Service Provider discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by the City, it shall
immediately inform the City of such fact and shall not proceed except at Granicus's risk
until written instructions are received from the City Manager or his or her designee.
Section 21. CONFLICTS OF INTEREST
Service Provider covenants that neither it nor any officer of the corporation has
any interest, nor shall it acquire an interest, directly or indirectly, which would conflict in
any manner with the performance of Service Provider's services under this Agreement.
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Section 22. COMPLIANCE WITH LAWS
Service Provider shall comply with all local, state and federal laws and
regulations applicable to the services required hereunder, including any rule, regulation
or bylaw governing the conduct or performance of Service Provider and/or its
employees, officers, or board members.
Section 23. TIME OF THE ESSENCE
Time is of the essence in the performance of this Agreement.
Section 24. INDEMNIFICATION
24.1 Service Provider shall defend, indemnify and hold harmless the City, its
officers, employees, representatives and agents, from and against those actions, suits,
proceedings, claims, demands, losses, costs and expenses, including legal costs and
attorneys' fees, for any personal injuries, deaths, property damage (including property
owned by the City) which may arise out of Service Provider's negligent performance of
the services described in this Agreement, unless such losses or damages are proven to
be caused by the City's own negligence or that of its officers or employees.
24.2 The City does not, and shall not, waive any rights that it may have against
Service Provider under this Section, because of the acceptance by the City, or the
deposit with the City, of any insurance policy or certificate required pursuant to this
Agreement. The hold harmless and indemnification provisions of this Section shall
apply regardless of whether or not said insurance policies are determined to be
applicable to the claim, demand, damage, liability, loss, cost or expense described
herein.
Section 25. REPORTS
Service Provider shall periodically prepare and submit to the City Manager or his
or her designee such reports concerning Service Provider's performance of the services
required by this Agreement on a monthly basis commencing one month from the
Effective Date of this Agreement.
Section 26. PRINCIPLE REPRESENTATIVES
26.1 The Chief Executive Officer is designated as the principle representative
of Granicus for purposes of communicating with the City on any matter associated with
the performance of the services set forth in this Agreement.
26.2 The City Manager or his or her designee shall be the principle
representative of the City for purposes of communicating with Service Provider on any
matter associated with the performance of the services set forth in this Agreement.
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26.3 Either party may designate another individual as its principle
representative by giving written notice of such designation to the other party.
26.4 It is expressly understood that the experience, knowledge, capability and
reputation of the foregoing principals shall be responsible during the term of this
Agreement for directing all activities of Service Provider and devoting sufficient time to
personally supervise the services hereunder.
Section 27. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by a written instrument signed
by both parties
Section 28. ENTIRE AGREEMENT
28.1 This Agreement supersedes any and all other agreements, either oral or
written, between the City and Service Provider with respect to the subject matter of this
Agreement.
28.2. This Agreement contains all of the covenants and agreements between
the parties with respect to the subject matter of this Agreement, and each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements have been made by or on behalf of any party except those covenants and
agreements embodied in this Agreement.
28.3 No agreement, statement, or promise not contained in this Agreement
shall be valid or binding.
Section 29. NOTICES
29.1 Any notice to be provided pursuant to this Agreement shall be in writing,
and all such notices shall be delivered by personal service or by deposit in the United
States mail, certified or registered, return receipt requested, with postage prepaid, and
addressed to the parties as follows:
To the City: City Manager
City of Cathedral City
68-700 Avenida Lalo Guerrero
Cathedral City, California 92234
To Service Provider: Chief Executive Officer
Gr —- W,e Ve MoVed
Please change your records.
28 2nd Street,4th Floor
San Francisco,CA 94105
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Tel:415-522-5216♦Fax:415-522 52
i
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29.2 Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the second (2nd) day after deposit in the United
States mail.
Section 30. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES
No officer or employee of the City shall be personally liable to Service Provider,
or any successor in interest, in the event of any default or breach by the City or for any
amount which may become due to Service Provider or to its successor, or for any
breach of any obligation of the terms of this Agreement.
Section 31. MEDIATION
If any dispute, controversy or claim arises under this Agreement, the parties shall
negotiate in good faith to settle the matter. If the parties are unable to resolve the
matter within a reasonable time, the parties shall submit the matter to mediation by a
trained mediator approved by both parties, the cost of which shall be shared equally by
the parties. The place of mediation shall be Riverside County, California.
Section 32. REVIEW BY ATTORNEYS
Each party hereto has had its attorneys review this Agreement and all related
documents. Each party hereto has consulted with its attorneys and has negotiated the
terms of this Agreement based on such consultation.
Section 33. WAIVER
33.1 No waiver shall be binding, unless executed in writing by the party making
the waiver.
33.2 No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision.
33.3 Failure of either party to enforce any provision of this Agreement shall not
constitute a waiver of the right to compel enforcement of the remaining provisions of this
Agreement.
Section 34. ASSIGNMENT
34.1 The experience, knowledge, capability and reputation of Service Provider,
its principals and employees were a substantial inducement for the City to enter into this
Agreement.
34.2 This Agreement shall not be assigned by either party without prior written
consent of the other party.
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Section 35. CARE OF WORK
The performance of services by Granicus shall not relieve Service Provider from
any obligation to correct any incomplete, inaccurate or defective work at no further cost
to the City, when such inaccuracies are due to the negligence of Service Provider.
Section 36. CAPTIONS AND HEADINGS
The captions and headings contained in this Agreement are provided for
identification purposes only and shall not be interpreted to limit or define the content of
the provisions described under the respective caption or heading.
Section 37. SUCCESSORS, HEIRS AND ASSIGNS
Except as otherwise expressly provided herein, this Agreement shall be binding
upon the successors, endorsees, assigns, heirs, and personal representatives of each
of the parties to this Agreement and, likewise, shall inure to the benefit of the
successors, endorsees, assigns, heirs, and personal representatives of each of the
parties.
Section 38. GENDER
In this Agreement, unless the context clearly requires otherwise, the masculine,
feminine and neuter genders and the singular and the plural shall include one another.
Section 39. SEVERABILITY
If any one or more of the sentences, clauses, paragraphs or sections contained
herein is declared invalid, void or unenforceable by a court of competent jurisdiction, the
same shall be deemed severable from the remainder of this Agreement and shall not
affect, impair or invalidate any of the remaining sentences, clauses, paragraphs or
sections contained herein.
Section 40. GOVERNING LAW
The validity of this Agreement and any of its terms or provisions, as well as the
rights and duties of the parties under this Agreement, shall be construed pursuant to
and in accordance with California law.
Section 41. RIGHTS AND REMEDIES
Except with respect to rights and remedies expressly declared to be exclusive in
this Agreement, the rights and remedies of the parties are cumulative and the exercise
by either party of one or more of such rights or remedies shall not preclude the exercise
by it, at the same or different times, of any other rights or remedies for the same default
of any other default by the other party.
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Section 42. VENUE
All proceedings involving disputes over the terms, provisions, covenants or
conditions contained in this Agreement and all proceedings involving any enforcement
action related to this Agreement shall be initiated and conducted in the applicable court
or forum in Riverside County, California.
Section 43. ATTORNEY'S FEES
In the event any action, suite or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party in such suit or
proceeding shall be entitled to recover its costs and expenses, including reasonable
attorney's fees, from the losing party, and any judgment or decree rendered in such a
proceeding shall include an award thereof.
Section 44. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City, until signed by the authorized
representative(s) of Granicus, approved by the City Council of the City of Cathedral
City, approved as to form by the City Attorney for the City of Cathedral City and
executed by the City Manager of the City of Cathedral City.
Section 45. REPRESENTATIONS OF PARTIES AND PERSONS
EXECUTING AGREEMENT
45.1 Each of the parties to this Agreement hereby represents that all necessary
and appropriate actions of their governing bodies have been taken to make this
Agreement a binding obligation of each of the parties hereto.
45.2 The persons executing this Agreement warrant that they are duly
authorized to execute this Agreement on behalf of and bind the parties each purports to
represent.
Section 46. NONDISCRIMINATION
a. Service Provider shall comply with the City's employment related
nondiscrimination policies as set forth in the City's Municipal Code, as it may be
amended from time to time.
b. Service Provider acknowledges that the City's employment related
nondiscrimination policies prohibit discrimination on the basis of an individual's sex,
marital status, race, color, religion, ancestry, national origin, physical handicap, sexual
orientation, and domestic partnership status.
16
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the dates written below.
City of Cathedral City Granicus Inc.
1/4
By: A.0, By:
Donald E. Bradley, ity Manager Thomas A. Sp gle O
ATTEST:
By: al‘fr5v)/71')14P---- __
Pat Hammers, City Clerk
APPROVED AS TO FORM:
(oitil.\
By:
Ifttelei-F137-. Berkey, ity Attorney
P:\APPS\WPDATA\CATH\0001 General Matters\DOC\2287-1 Final Professional Services Agreement(Granicus).doc
17
EXHIBIT "A"
PRICES AND PAYMENT TERMS
18
granicus'
28 2nd Street, 4th Floor, San Franc►sco, CA 94105 415.522.5216
COMPENSATION
For performance of all of the Vendor's duties, as required in section 1 of this
Agreement for Installation, City shall pay a fee of $39,599.19 based upon
the following milestones:
Execution of the Contract 30%
Software installation and
system configuration 20%
Completion of training class and 50%
Successful implementation
All invoices will be paid by the City within 30 days of receipt.
EXHIBIT "B"
SCOPE OF SERVICES
19
.; . . - 1 U
•
28 2nd Street, 4th Floor, San Francisco, CA 94105 415.522.5216
Project Implementation Timeline
Granicus is pleased to begin a promising and successful relationship with Cathedral City. To begin the
process,we have outlined a timeline to ensure the efficient and organized implementation of your
Granicus solution. Granicus guarantees a 30-day implementation period,which begins the day the service
contract and initial fees are received.
1. Cathedral City delivers signed proposal and service contract to Granicus
2. Full purchase order is issued by Cathedral City.
3. On site installation project plan completed by Granicus&Cathedral City.
• 4. Hardware built,configured and tested by Granicus engineers
5. Granicus in conjunction with the City Webmaster will complete Cathedral City's website
Integration
6. Cathedral City completes onsite installation and Granicus provides onsite training.
7. Cathedral City completes two-day solution testing and final implementation sign off.
8. Cathedral City releases remaining project funds to Granicus.
Unless otherwise stated in a program announcement or solicitation, this signed and accepted proposal
must be received by October 1st,2005.
Sign to Accept proposal. Granicus,Inc.
Return to representative or: 28 2^d St Suite 400
San Francisco,CA 94105
,?. • Cathedral City Granicus,Inc.
Client Signature: Signature:
Date: Date:
•
191:
i
28 2nd Street, 4th Floor, San Francisco, CA 94105 415.522.5216 111
4111
Al
Professional Services Description S
Configuration:
Configuration of Granicus hardware includes the assembly of all server and encoder components. Base ,
operating systems are installed on Granicus or client supplied hardware. The hardware and software is .
optimized for streaming media applications. Granicus software is then installed and initial configuration
and testing is performed. ,
Web Site Integration: 411
Web site integration includes incorporating the public components of the Granicus Media 5
ManagementTM software into the clients website, matching the look and feel, and integrating the
navigation. This service also includes the custom design of a client specific pop-up video player, or skin,
and a custom agenda parser to increase indexing quality and efficiency. In addition, our MinutesMaker 1
feature can be customized to provide automatic generation of cross-linked meeting minutes to meet your
specific needs.
a
Onsite Installation& Training: .
Onsite installation of hardware at client's location includes configuration of: analog audio and video
feeds to the encoder,Internet and LAN connectivity,configuration of firewalls and proxies, all hardware
with power and backup power supplies,and final system configuration with the Granicus Media Center. 5
Once the system is up and running Granicus'engineers finish the setup by tuning the audio and video .
remotely. A training session concludes the onsite visit.
•
Once the system is installed,our engineers will remotely monitor your equipment to assure that it is
continually operating to original specifications.
S
I
a
•
•
a
•
S
S
S
S
l92
rt. ..•,- . : granmcus
Floor
28 2nd Street, 4th Floor, San Francisco, CA 94105 415.522.5216 •
•
•
•
Proposed Solution Pricing •
Your Granicus solution was designed based on Cathedral City's specific streaming needs. Our pricing IP
reflects our commitment to supply our customers with the highest value and utmost quality. Your •
solution consists of the components detailed below. •
Granicus Media Manager '
Hardware(Provide4by-6tty) •
Dell Server-Power Edge 750 Next Day Three Year Service $2,600.00
Single Processor Intel Xeon, 3.0 GHz Processor II36GB Hard Drive •
512 MB SDRAM 133 MHz, 4x128MB DIMMs
Windows XP Professional •
Configuration
Hardware $200.00
Software $450.00 .
Software is
(one encoder/parser) $4,500.00
Meeting Manager $6,750.00
II
Enterprise $3,600.00
Bundle Discount ($2,250.00) .
Sales Tax 7.75% $1,178.00
Subtotal $17,028.00 4
IP
Granicus MediaVault
Hardware (P.a ed-by-Gity) $2,917.00
Dell Server-Power Edge 1850 Next Day Three Year II
Service
Single Processor Intel Xeon, 2.4 GHz Processor
72GB Hard Drive 5
512 MB SDRAM 133 MHz, 4x128MB DIMMs ,
Windows 2003 Server I
Configuration
Hardware $200.00
II
Software $450.00 •
Software
MediaVault Software $5,400.00 •
Software License Bundle Discount ($2,250.00) .
Sales Tax 7.75% $470.19 •
Subtotal $7,187.19
II
Granicus Stream Replicator I,
Hardware (Uses MediaVault Hardware) $0.00 IISoftware II
Stream Replicator Software $2,250.00
Sales Tax 7.75% $174.38 .
Subtotal $2,424.38
II
188 II
28 2nd Street, 4th Floor, San Francisco, CA 94105 415.522.5216
M
Granicus Mobile Encoder
i Hardware (Laptop provided by City)
Configuration
Hardware $0.00
Software $300.00
Software
Mobile Encoder Software (1 License) $3,000.00
Sales Tax 7.75% $232.50
Subtotal $3,532.50
Professional Services & Other Hardware
Hardware
Osprey 230 $350.00
Training
2 Days Onsite $3,200.00
Remote Installation $600.00
Web Site Integration $4,500.00
Sales Tax 7.75% $27.13
Subtotal $8,327.13
0 Shipping $100
First Months Managed Services $1,000
Total Bundle Discount ($4,500.00)
Total Sales Tax 7.75% $0.00
A Total $39,599.19
A
Total Monthly $1,000.00
S
0
0
0
ifi
0
0
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• 189
G R A N I C U S CATHEDRAL CITY,CA-LEGISLATIVE MANAGEMENT
Y 1
ORDER FORM F 20 8
Cathedral City, CA
Legislative Management
March 19th 2018
Kevin Strauss
Business Development Executive
(631) 389-3691
Kevin.Strauss@Granicus.com COI "V'
Page I of 4 I Legislative Management Order Form(Annual)
Form Approved by Lega!(v.t.o3h0018)
G G R A N I C U S CATHEDRAL CITY,CA-LEGISLATIVE MANAGEMENT
ORDER FORM FY2016
Products and Services
Annual Subscriptions
- Legislative Management-Agenda & Minutes I sumo- Legislative Management-Civic Streaming ta.mo
Legislative Management-Digital Boardroom $7,560
Granicus Legislative Management Order Detail
General Information J
Customer Contact Tracey Martinez
Customer Address 68-700 Avenida Lab Guerrero,Cathedral City.California 92234
Order Terms
Subscription Period Date of Last Signature of this Order Form to 4/30/2019
Payment Terms
Currency USD
The Grand Total amount listed on the previous page wil be invoiced on the following date:6/1/18 Payment terms
are Net 30.
Wage 2 of 4 I Legislative Management Order form(Annual)
Form Approved by Legal(v.•..o3hghoi8)
G G R A N I C U S CATHEDRAL CITY,CA- LEGISLATIVE MANAGEMENT
ORDER FORM FY2018
Terms and Conditions
1. IMPORTANT NOTICE TO USER: Granicus, LLC("Gronicus") owns all intellectual property in the software products listed in the
Products and Services section (collectively"Software"or"Subscription Services")of the Order Form.Customer shall not modify,
adapt,translate,rent,lease or otherwise attempt to discover the Software source code.The following terms and conditions(this
"Agreement")will be effective as of the date of lost signature of the Order Form(Effective Date(and will be governed by the laws
in force in the State of California.
2. Software License. The Software subscription services and the accompanying files,software updates,lists and documentation
are licensed, not sold,to you.You may install and Use a copy of the Software on your compatible computer for the purpose of
connecting to the hosted service provided by Gronicus as long as you are a current subscriber and maintain your monthly or
annual continued services for the applicable licenses. Except as expressly set forth herein,Granicus disclaims any and all express
and implied warranties,including but not limited to warranties of merchantability and fitness for a particular purpose.
3. Continued Services
3.1 Hosting. Granicus agrees to maintain Customer data in a secure datacenter and is committed to providing 99.5%uptime and
availability. Granicus will perform nightly backups of your hosted data to an alternate physical location.
3.2 Ownership of Data. All hosted data belongs to the Customer. Within thirty(30) calendar days following termination of this
Agreement, Gronicus will provide a complete copy of Customer's data without additional chorge through a downloodable
backup or DVD.
4. Payment Terms&Fees
4.1 Subscription Term and Termination.The initial Subscription Term of this Agreement begins on the Effective Date and will continue
for the period listed in the initial Order Form.At the end of the initial Subscription Term,Customer's subscription and this Agreement
will renew for an additional twelve(12)month term and for subsequent twelve(12) month periods thereafter. To stop the auto-
renewal listed in the foregoing sentence,Customer must submit written notice to Granicus at -Res, 's,ggip
not less than ninety (90) calendar days prior to the end of the then-current Term.The annual fees will increase by 7%on the
anniversary dote of each annual term of this Agreement.
4.2 Payment Terms.Initial payment is due at the beginning of the subscription term. Each subsequent annual billing will occur on
the anniversary date of initial term. Payment Terms are NET 30 Days from the invoice dote.
4.3 In exchange for its use of the Subscribed Services, Customer will pay to Granicus the amounts indicated in the Order.Said
amounts are based on services purchased and not actual usage;payment obligations ore non-cancelable and fees paid are
non-refundable, except as otherwise specifically-provided herein.Unless otherwise stated, such fees do not include any taxes,
levies,duties or similar governmental assessments of any nature,including but not limited to value-added,soles,use or withholding
taxes,assessable by any local,state,provincial,federal or foreign jurisdiction("Taxes").Customer is responsible for paying all Taxes
associated with its purchases hereunder. If Granicus has the legal obligation to pay or collect Taxes for which Customer is
responsible, the appropriate amount will be invoiced to and paid by Customer, unless Granicus is provided with a valid tax
exemption certificate authorized by the appropriate taxing authority.Granicus is solely responsible for taxes assessable against Jr
based on its income,property and employees.
4.4 On-Site Support and Expenses. Should on-site support requiring travel by Granicus staff be requested by Customer,Granicus
will provide on-site assistance at Granicus's then-current time-and-materials rotes. In addition to these charges, Customer wit
compensate Granicus for associated airfare,lodging,rental transportation,meals,and other incidental expenses as such expenses
accrue and will be billed at cost and invoiced separately.
4.5 Hardware. Gronicus does not warrant any hardware.Should Granicus furnish encoder hardware as part of the Civic Streaming
video streaming service,hardware warranty is through manufacturer repair or replacement only. Any hardware issues requiring
new equipment not covered by the warranty will be billed to the client at cost.Any upgrades,additional encoders,etc.will be
billed to client. Any hardware furnished to client as part of Gronicus's services is to be returned to Gronicus upor termination of
associated services
4.6 Customer Delays to Go-Live. Prior to beginning training, Customer will be asked to sign-off on an implementation schedule
which will include an agreed upon"Go Live"date. If a Customer-based delay causes the Go Live dote to be pushed more than
4 weeks,Granicus reserves the right to charge a$1,500 Project Adjustment Fee for each such delay.
Page 3 of q I Legislative Management Order Form(Annual)
Farm Approved by Legal(e.r.o311912018)
G R A N I C U S CATHEDRAL CITY,CA-LEGISLATIVE MANAGEMENT
ORDER FORM FY2018
5.Limitation of LiabitNy. Gronicus will,at all times during the Agreement,maintain appropriate insurance coverage. In no event
will Granicus's cumulative liability for any general,incidental,special,compensatory,or punitive damages whatsoever suffered by
Customer or any other person or entity exceed the fees paid to Granicus by Customer during the six (6) calendar months
immediately preceding the circumstances which give rise to such claim(s) of liability, even if Gronicus or its agents have been
advised of the possibility of such damages.
6.Alternate Terms Disclaimed.The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or
purchase orders issued by Customer,
This Order Form is entered into between Customer and Granicus.Customer accepts and agrees to adhere to the Terms and
Conditions with this Order Form,will be referenced as the"Agreement."This Agreement between Customer and Gronicus,which
Customer hereby ocknowledges and accepts,constitutes the entire agreement between Granicus and Customer governing the
Services referenced above.Customer represents that its signatory below has the authority to bind Customer to the terms of this
Agreement.
Other Terms
Special Terms
Accounts Payable Contact Information (Required;
Fist Name Lost Name
title
Phone Number
Email Address:
Biing Address
Deivery Address
Method of All invoices will be sent electronically to the Email Address provided above unless otherwise specified in Special Invoicing
YWoiCina Needs..
Special invoicing Invoice DeNvery by Post is Required
Need
Signature Section(Required)
Vendor Gronicus,LLC Customer Cathedral City.CA
1__
Signed By Signed By
Dote — / 7A/ ---- Dale
Trite of
Tile of Authorized
Authorized
Sanatory 5V-r? � Signatory
Name(Print)of Name(Print)of
Authorized l ryQS Authorized
Additional Signatures Section (Optional)
Customer tld Ity,CA Customer Cathe City,CA
Spsed By if` J Signed By
Dole 'r 2?a'1, ei�-' Dote
rile of pile of Authorised
Authorized ) Signatory
Sionotory (�L /1,d,L
Nome(Print)of ///��� 1 /.d r Nome(Print)of
Authorized
�Qrr eS 1 �C ( '/`PnriL,-y Authorized
Purchase Order Reference"'
If Customer requires PO number on invoices it must be provided to the right and Customer PO#(If required):
muffs arovide Gronicus copy of the PO grior tp invoice issuance. If no PO number provided
prior to invoice issuance date,invoices Issued on this Order Form will be valid without a PO
reference.
Page 4 of 4 ( Iegic:abve Management Order Form(Annuz)
ronr.Approved by L oOel(v .(00,5018)