HomeMy WebLinkAboutC2006-427 - 9/19/2006 - Approved
GRANICUS. INC.
SERVICES AGREEMENT
THIS A(iREEMENT, dated as 01 14"\.,~,) t 2.ai, 2006 is between GRANICUS, INC.,
a California Corporation and the City of Corpus Christi, Texas, (the "ClienC).
/\. (iranicu,"" Ine. has developed a streaming media solution and Media Management
Sof1v,arc that '"'recialize~ in Internet Broadcasting
B. The Client desires 10 i i) purchase the Granicus Solution which will facilitate
streamIng and Llistribution of live and archived vIdeo and audio content, and (ii) engage Granicus,
Ine '0 integrate Its' Media Management Software \mto the Client's existing website, and (iii)
contract wit h (irilnicus. Inc to admini"ter the Streaming Solution through a Managed Services
"OIUIIO"
NOW THEREFORE. in conSIderation oj the foregoing and the mutual agreements,
COVl'nant", rerre~elltations anLl warrantie" herein contained, the parties hereto agree as follows:
(!RilliIl'lL~S~'~TEM: Il"lSTA~LAT1<)N,
,I InstallatIon ~~LGraJlic!L,,-System,
(a I (,ranicus. Inc. shall have the following obligations in connection with the
Installation of tht' Granicu" System:
i) install. ...et-up dnd test the Granicus System, including, if
rll'cessarv. installing the computers, and loading any necessary software;
ii) conduct one in it lal ..train the trainer" train ing session, using a
lomhination of written procedures (in English) and hands-on training, on the use
(" thc Granicus SV'itcm: and
(h) fhc Client shill! have the following obligations In connection with the
Installation of thl: Granicu~ System:
i) pn)VJdc physical space at the site locations that is appropriate and
~utliciern for the Granicus System, including a controlled access area for the
l nmputlfs and associated hardware. equipment and accessories; and
ii) ( ompcllsatc all losts related to the installation and deployment of
1 h\.' Granlcus solution as described in the Proposal.
Iii) (ompcnsate all Managed Services payments as described 111
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3 Maintcndnce_llLEyuiprrll.:m.
2006-427
09/] 9/00
M2006-3W'
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(dl "or (3) thre\.: YUlfS after the date of this Agreement, Granicus, Inc. shall
rcpcllf III replan any EqlJlpmcnt. provided directly from (,ranicus, that fails to function
properlv due to llormal wear and tear. Granicus, Inc. shall not be responsible, however, for
dn) sud, l"ailun thai is Jue t(1 other causes. such as power surge, fire, flood or other
casualtv. dCCldel1l. vandalism. misuse or ahuse. alteration 01 the Equipment or failure of the
('lient 10 maintain a propn environment pr otherwise properly care for the Equipment.
(II! irantLUS Inc. has the !echnology in place to continually monitor all
EqUIpment and "hould an) malfunction appear Granicus. Inc. shall immediately notify the
('Iient (iranicu", Inc. shall respond to requests to repair or replace any non-functioning
Equipment. pro\ Idcd directl) trllm Granlcus. within 24 hours from the time that notice is
!eceived dnd the Client shall grant Ciranicus. Inc. or its Representative's access to the
~~quipmel1l lor his purpuse at reasonahle times. Granicus, Inc. will keep the Client
informed regardlllg the time trame and prugress of the repairs or replacements.
I. () iranicus. Inc. dlers continuous customer support and is dedicated to
ensuring: hat the Client IS completely satisfied with Granicus products and services.
(,ranicLls ...tatl j.. availahle to the Client 24hrs a day. 365 days a year, via the customer
"upporl lmes. All support numhers arc listed on the hottom of this contract.
lLSE.OF' MEDIA MAlI/A(iEMEt'H SOFCWhRE.
) 1 \ "'e. C ranicus, I nc, agrees to provide Client with a Revocable, non-transferable
and non-\..'xclusi\l; account to access the Media Management Software; and grants Client a
Revocahle, non-sublicensahk, non-transferable and non-exclusive right to use the Media
Management Software, The Media Management Software is proprietary to Granicus, Inc.,
and protected h\ intellectual property laws and international intellectual property treaties.
('Iien(" dL'Cess iO. and use or the Media Management Software is licensed and not sold.
Client wlll he re...ponsihle lor any applicahle costs and taxes associated with Client's use of
he "iervices. or IISC of the Services through Client's account.
.'-\ CQNJJ~J-.jIJ~ROYII)ED_TQ GRANICl).s.LU~LC
~.I R~sponslbility for Content. The Client shall have sole control and responsibility
over [he detamination uf which data and information shall he included in the Content that is to be
transmitted, including. it applicahk, lhe determination of which cameras and microphones shall be
operational at any particular time and at any particular location. The Client shall not provide to
Granlcus. Ine.. rn permil to he provided to Granicus. Inc. any Content that (a) infringes or violates
any third parties Intelledual Propert) Rights. rights of publicity or rights of privacy, (b) contains
any dclamato!\ materia or (c) v iolates any federal. state, local I)f foreign laws, regulations or
statutes
4. OWNERSHIP; INTELLEJ~IlJ8.kPROPERTY RIGHTS & SECURITY.
4.1 (~ontent Ownership. The Client shall own all right, title and interest in and to all
Content on a worldwide basis, including, without limitation, all Intellectual Property Rights
relatlllg thereto. (i) with respect to Content captured hy cameras or microphones at the venue, at the
time such Content is so Laptured and prior to the lime 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 Cranicus. Inc. pursuant t(\ this Agreement. To the extent that any such Content is
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I prolectahlc by copyright. su~h C onte-nt shull be d~l;:med to be "works made for
Ilire" under the copvrighllaws ofthl" United Statc~
Trademark Ownershio and I~ccnse
(a) I he Client shall retam all right, title and intt:rest in and to its
Trademark~, including any goodwill assoi:iated therewith, subject to the limited license
granted to. (~raniclls, Illc. pursuanr to Section 4.2 nercuf
(h, (mlllicu::.. Inc shall fe-tam ull right. title and interest in and to the
Grltfll\.:us, lnc. Tmdemarb, including any goodwillllSsociated therewilh, subject to lh<.:
lmited license granted to the Client pursuant to Section 4.2 hereof.
(c) Each party grants to the other a flon.exc lusi \Ie, non-transferable (other
than as prnvldoo in Section 6.1 hereof), limited license to use the other party's
rrademarks as I:, reasonably necessary to perform its obligations ullder lhis Agreement,
pro\'lded that any promotional materials containing the otht:r party's trademarks shall be
subJect to the prior wnlten approval of such other party, which approval shull not be
unreasonably wIthheld.
(d) Neither pany shall use the other party's lmdemarks in a manner t118.1
disparages the other part~y or ib products Or servic\;s, or portrays the other party or its
prodOCl~ or services 111 a talse. corl1pt'tltively adverse ur poor light. Each party shall
comply with the nthcr party's request., ,b to the use of the other party's Trademarks and
shall avoid ,my action that diminishes (hI.: value of such Trademarks.
4 ;, Security of Datil. CiraniclIs, lnc. will take commercially reasonable efforts to
protect and I.:lJntrot access to Client Content. However. Granicll~, Inc. makes 110 guarantee and
a~s\Jmes 110 liability for the security of any l)f Client Content or .)tht,:r data provided to GraniclIs,
IllC., including any of Client Content or data pla~ on any servers including "secure s\;rvers.,t
Client will be responsible tor the \:reation and prote~tion of username and password. In no cvent
snail GmI1ICUS, 1m;. he liable for any direct, Indirect or other darn<lges arising oul of any breach of
security or otherwisl..
5. MANAGED SERVICES FEES
5 I I enns of ^~reelllclll
(a) Granlcus. Inc.: agrees to provide the Client, and the Client agrees to
purchase, the hosting, storage, and bandwidth necessary for the Clielll to hroadcast ilS
content tu the Intemet for at least ol1e (I) year in accordance with the Uranicus Managed
Services detlned in The Proposal, copy att.aCh~L The Agreement may be renewed for up
to three (3) additional one year terms. at request uf the Client.
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Pavrmmt of Matntenance Fees
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(a) Upon completion of training. the Client agrees to pay Granicu:s, Inc. the
first month's Managed Service Fees.
(b) Thcrcafit:r. the Client llgrOl:S to pay the monthly ft:t:s to Granicus, Inc. hy
the first day (lfthe month a month in advance of services.
prott:ctahle h) cup)righL such Content shall he deemed to be ",^,orks made for hire" under the
copvri!!hl law,- <It the United State"
-+.2 Tradl;mark QwneL'ihiIu!n<1Lic~J}~t,:.
(;j) I'he ('Iient shall retain all right, title and interest in and to its Trademarks,
lI1c1udlllg any goodwill assocl<lted therewith. subject to the limited license granted to
(,rallicus. fnL pursuant to Section 4.2 hercol.
(h) , ,r<lIllCus. !nL "hall retain all right, title and interest in and to the Granicus,
Inc. Trademark". including any goodwill associated therewith, subject to the limited
IlcenSl granted tll the Client pursuant to Section 4.2 hereof.
(\.) F,ach part} grants to the other a non-exclusive, non-transferable (other than
as proVIded in Section fl.l hereof), limited license to use the other party's Trademarks as is
reaslm<lbh nece-..sary 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 appwva! of such other party. which approval shall not be unreasonably withheld.
(d '\ieither part: shall use the uther party's Trademarks in a manner that
disparage" the dher part) or it'-. products or services, or portrays the other party or its
products or sen ices in a false competltivcly adverse or poor light. Each party shall
\.olllph \\ Ith the other party's requests as to the use of the other party's Trademarks and
"hall <lvold any action that dimmishes the v<llue of such Trademarks.
-L3 S\:@OOQLData. C1ranicus. I nc. will take commercially reasonable efforts to
proll'ct and control acClSS to Client ('on tent. However, Granicus. Inc. makes no guarantee and
assume,- no liability lor the ,-ecurity III any 01 Client Content or other data provided to Granicus,
Inc.. including any 01 ('liem Content ()f data placed on any servers including "secure servers."
Cliell! will he n:sponsiblc for the crcatiiln and protection of username and password. In no event
shall Cranicus. Inc. be liable lor any direct. indirect or other damages arising out of any breach of
seClJnt\ 'lr (\therwtse
::. MA\it\~J~DSERVK:ES FEJ~)
'ilTf!ls ot Agreemc!ll
(a) (,ranicus. Inc. agrees tll provide the Client, and the Client agrees to
purchase. the hosting, storage. and bandwidth necessary for the Client to broadcast its
content IU the Internet for at \cast one (I) year in accordance with the Granicus Managed
Services defined in The Proposal, copy <lttached. The Agreement may be renewed for up
10 three (3) additional one year terms. at request of the Client.
';;.2 Pel ymenl of Maintena!lc:..~Fees
(a i Upon execution llf this Agreement, the Client agrees to pay Granicus, Inc.
1 he first month' '- Managed Service Fees.
(h) fhereafteL the Client agrees to pay the monthly fees to Granicus, Inc. by
the lirst day of the month a month in advClnce of services.
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"' "' (~an~~Ilatlon~llLM(mageQ _~erviceYlaJ}
UI Iii the event (\1 a cancellation of Managed Services by Client within (12)
months fwm the "live" date. the Client will be responsible for paying the amount due for
:he remainder of 'he first vcar
\ h) ( ancdlation of CI ients Managed Services will also result in the immediate
icrmlOatlllll 01 Clients Media Management Software license as described in Section 2.1
6 CONEJI1I-::J~TIAI~ INfOR~AILQ:N & OWNERSHIP.
h.1 I)I,sclosur~. 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 dlmts to prevent madvertent disclosure of any Confidential Information to any person.
With'iul limiting the generality III the precedmg 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 mformation of it'> own. Each party may disclose such Confidential Information to the
extenJ that such disclosure is requin:d by governmental order or by law or letter ruling of the Texas
Attornn General provided that the receiving party shall (0 notify the disclosing party in writing of
such required disclosure ,IS soon as reas\lnably possible prior to such disclosure, specifying in detail
the reasons whv ...uch disclosure j... reqUired to allow the disclosing party to use its commercially
reas(lnahk efforts at Its \ xpense to cause such disclosed Confidential Information to be treated by
sud1:.!:( IV ernmental authprity as trade sends and as confidential, and to allow the disclosing party
to Use' its commerCIally rl:asonahk dlorh at its expense to ohtain such other protective orders and
protl'lIHH1S with IC',pect J hen:to as the disclosing party may reasonably request.
h.2 l!>~. E<lch party agrees not to u-,e any Confidential Information for any purpose
whahoC\er \'xcept to thl extent nece'isarv as contemplated hy this Agreement. Each party agrees
not \1I disclosL the Conlidential Information tll any of its Representatives except those who are
requlleli to \lave the Cpnfidential Information in connection with such purpose and then only if
such Reprcst.:ntatlve I" Lither ,"-ublect to a writtt.:n confidentiality agreement that would cover the
confidential treatment oj the Confidential Information or otherwise suhject to fiduciary obligations
of Ct'nlidentlalit) that w{luld cover the Cllnfidenti,d treatment of the Confidential Information.
fl,3 Terminalion(2J C}nfi.d~nJiality Qhligations. The ohligations of this Article 6 shall
termJOale with respect III any particular portion of the Confidential Information when receiving
pari \ l an pwn hy appropriate documentation that such Confidential Information (a) was
pre\lously kn\l\\ll t(\ the receiving part) as shown hy the receiving party's files at the time of
disclllsurl: therl:oL (h) V\]s alrl:adv in the puhlic domain at thl: time of the disclosure thereof, or (c)
entel ed the puhltc domalll thmugh no action of the receiving party suhsequent to the time of the
disclosure thereol
n.4 rhe parties acknowledge that the City is suhject to compliance with the Texas
PuhllC Informatilll1 Act. Chapter 'is..:'. T cxas Government Code, regarding release of information.
Notwithstanding the foregoing sections. if the City receives a written request for Granicus, Inc:s
Confidential lnf\)rmatioll, the request and Confidential Information shall he forwarded to the
Attorney General for a determination under Section SS2.30] of Texas Government Code regarding
whether the (onfidenti,!i Information is excepted from required puhlic disclosure. The City will
notll, (jranicus !nL. () the request 1m information and enclose a copy of its request for a
ddcrmll1ation tn 1111 the \ttornev Ceneral Granicus is solely responsihle for defending its asserted
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exempti. ll1 te, rCl\uired puhlic disclosure hy presenting its written arguments directly to the Texas
AUornn Generdl. 10 aCCllrdam:e with thc Texas Puhlic Information Act. The City will withhold
the (ontidential Information trom the rel\uestel under Section 552.305 of the Act, until the
Attorne.' General" deciSion to disclose the information is received The City will only release the
ConfHknliallnformation if directed to do so hy thl Attorney General.
7. 1)ISCLt\JMER OF WARR_ANJ)'; LIMITATION OF LIABILITY.
~ I I~hsclaimcr 01 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.
., 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). \VHETHER BASED IN CONTRACT. TORT OR OTHERWISE,
RECiARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF sUe 'H DAM/\GES.
1-\ TfiRM ~~DTERMI1~LA1JOf\l
x, I T~rm. The term of thIS Agreement shall commence on the date hereof and shall
contlT1ue in lull force and effect for one (I) years after the date hereof. This Agreement shall renew
for additIOnal; terms 01 ( I) one year each. upon written notice from City Manager or his designee
to Gnlllcus.
'\.2 T-,:rminallon. This Agreement may he terminated. III whole or in part, pursuant to
the lollowing terms and condition"
(a I 'lY mutual written consent of the parties hereto;
(h) 11Y either party if there has heen a material default or breach on the part of
1he (lther pany in any of its representations. warranties, covenants or obligations contained
111 this Agreement and such delault or breach is not cured within 90 days following written
notice lnlln the non-hreaching pany:
S.3 Qbligations,UpoQ .I\':I!J11nation. Upon any termination of this Agreement, the
lolli >wmg shall apply.
i a I rhe parties shall remain responsible for any payments that have become
due and (lwing as of the effective date of lermination.
I h I rhe proVIsions of Articles 0 and 7 hereof (together with all other
provisions that reasonably may he interpreted as surviving termination of this Agreement)
shall survlvc termination ()f this Agreement and continue in full force and effect.
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Il i I xccpt as prtlvIlkd in Article ~ hereof. nn party shall have any liability
upon any '\'fminallon olthl" Agreement.
9. MISCtkL!\NEOUS.
\) 1 i~ssignml:~ Succt.:ssors and AssIgns. Nt.:itht.:r this Agreement nor any rights or
ohligatil1ns herein may he assigned hv either party. hy operation of law or otherwise, without the
written ,-unsenl (l\ the olher party provided, however, that, without the consent of the Client,
Gramcus. Inc. may assign this Agreement in connection with a merger, consolidation, assignment,
sale \if \lther dispositinn )f suhstantially all of thl assets or husiness relating to the portion of the
Granll:u',. Inc.' nperalion', that is the subject of this Agreement. This Agreement shall be binding
on and mure to thL' hendi l of the parties hereto and their heirs, legal representatives, successors and
permllted assigns
'12 f:\D1endmenl and Waiys,T This Agreement may be amended, modified, waived or
canceled onlv III writing signed h~ each of the parties hereto or, in the case of a waiver, by the
part\ waiving compliant,-'. No failure or delay hy either party in exercising any right or remedy
undcl this Agreement shall waive ~lI1Y provision of this Agreement nor shall any single or partial
exerL Ise hy either party (d any right or remedy under this Agreement preclude either of them from
othcrwi"l or further cxer....ising these nghts or remt.:dies or any othel rights or remedies granted by
any la\\ \ lr allY other document.
(i.3 (HJy~rninlLLaV{. The laws of the Slate of Texas shall govern the validity,
com.trUL'tlon. and performance of Ihis Agreement. without regard to the connict of laws provisions
of any jurisdictions. Any legal proceeding related to this Agreement shall be brought in an
appropnate court In Nut.:les Count: Texas. and each of the parties hereto consents to the exclusive
jurisdiction of lhal court lor this purp<lse
lJ.4 ('.lHstruction. WhereVll possihle, each proVIsion of this Agreement shall be
interpfl.'teu so that it is \ aliu under applicable law. II any provision of this Agreement is to any
extent Invalid under applicahle la\\ in any jurisdictIon. that provision shall still be effective to the
extent it remains \ alid. fhe remainder I)f this Agreement also shall continue to be valid, and the
entire Agreement shall continue t<, he valid in other jurisdictions.
CI.5 (()lJD1~warts, ThiS Agreemenl may he executed in two or more counterparts, each
of which shall constitute an originaL hut all of which, when taken together, shall constitute one and
the saml' instrument.
'1.6 f~nlire Agreement. ThlS ;\greement supersedes all previous and contemporaneous
ora) negotiations commitments, wriling. and understandings among the parties hereto concerning
the mallcrs in this Agreement
tJ.7 Notices. All notIces and other lommunications required or permitted under this
Agreement mLlst he in writing and must he hand delivered or sent hy registered first-class mail,
postage prepaid ill hy o'ernight cl)lJrier service. Such notices or other communications shall be
effelli\e upon le,-'cipt if hand deli\ered. and ten (]O) husiness days after mailing (or, for overnight
courier the numher indicated in the mailing instructions) if sent, in the case of the Client, to the
addres'- set forth helow and. 111 the case 1)1' Gralllcus, Inc.. to its principal executive offices to the
altenti(1n of thl' Chief Executive Officer. or at sLlch other address for a party as may be specified by
like !lOI iu:.
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q x }J)l:~ific . eertormam~l:;~ B..l:medies Cumulative. The parties acknowledge that a
bread~i )1 this'\greemcnt shall result in irreparahle and continuing damage and cannot be
adequately compensated for hy moncy damages and agree that specific performance is an
apprnpnate remel''' for any hreach OJ threatened hn:ach hereof. Accordingly, in addition to any
other remedies ,}\ allahle 10 a pari) al law. in eljllity or hy statute. the parties (a) consent to the
issuancl .)1' any InJllnctiv, relielOJ the enforcement of other equitable remedies against it (without
bond ill other "eeurity) 1 compel pnlOrmance of any of the terms of this Agreement, and (b)
waiv\ an\ ddensl"s therl[o, including wlthout limitation. thc defenses of failure of consideration,
breach dt any <llher pH,vision of this L\greement. and availability of relief in damages. All
remt:lties. whether under this Agrel:menl. provided lw law. or otherwise. shall be cumulative and
not a II ernati\l:.
q l} I fhllTanO Granicus agrees to comply with attached insurance requirements.
9.10 Imkmfilt) (iranicus agrees to indemnify, save harmless and defend the City of
Corpus Christi, and its agents, servants, and employees, and each of them against
and hold it and them harmless from any and all lawsuits, claims, demands,
liabilities, losses and expenses, including court costs and attorneys' fees, for or on
account of any injury to any person, or any death at any time resulting from such
Injury, or any damage to any property, which may arise or which may be alleged to
have arisen out of or in connection with the equipment or services provided by
Granicus covered by this contract. The foregoing indemnity shall apply except if
such injury, death or damage is caused by the sole or concurrent negligence of the
City of Corpus Christi, its agents, servants, or employees or any other person
indemnified hereunder.
10, DIiUj\JJJIQ.t'LS.
In addilion to the capitaliLed terms otherwise defined herein, the following additional
capita\i/L'd terms shall have the meanings set forth helow. unless the context clearly otherwise
reqUires
10.1 "( onfidential_ Information" shall mean all business, technical and other
informatIon (including without limitation, all product. services, financial, marketing, engineering,
research and dn elopment information. product specifications. technical data, data sheets,
programs. ....ollware. imentions. pr\Kesses. know-how. chip designs, mask works, designs,
draw Ing.... and all~ lither dO<.:umentation). disclosed trom time to time hy the disclosing party to the
receIving party. directly Ilr indirectly in any manner whatsoever (including without limitation, in
writlf1g, orally electronically. in all type.., of disks. diskettes. computer memory or storage or other
medIa. ,)f hy dra\Vlllgs Of inspection or physical items. and whether or not modified or merged into
othu materials): provided. however. thai. the term "Confidential Inlnrmation" shall not include the
Conlcnl lhat is II1tcnded iO he puhlished on the Wchsite
lO..=' . l onten . shall mean any and ,ill. documents, graphics, video, audio, images,
sounds and <1ther mnten that j..; ..;treamcd or otherwise transmitted or provided hy, or on hehalf of,
the ('Iient to Granicus. Inc.
In..' "(iraniclls Solution" ..;hall mean the product ..;pecified 111 Client's proposal
henldorth identified as Proposal herCH'
n....) "t:W.!Qnlent" shall mean the hardware components of the Granicus Solution.
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! iJ.5 'TI1~_Proposal" shall mean the document which specifies the Products or Services
the CherH chooses 10 utili/e from (Tranicus. Ine.
111.7 "Media Management .Software" shall mean all so~are included with the Granicus
SOIUIiOIl Including hut no' limited 1(\ the weh application used to administer streaming media.
IIl.x'llllellectu1!LpropCIlY Eights" shall mean all right. title and interest in and to any
and all rntellectual property rights throughout the world, including, without limitation, any and all
paten h. patent applicatipns. copyrrghts. copyright applications, moral rights, trademarks, trade
secn:: fights. righh tp kn"lW-h(lW. inventions and ,tlgorithms. and any and all similar or equivalent
right--- throughout the world.
IO.t) "Lu~.\0' shall mean demands. claims. complaints, actions or causes of action,
suits. proceedings. investigations. arhitrations, assessments, fines. penalties, judgments, losses,
damage... (including dimmution in value), liahillties. ohligations, and any costs and expenses,
including without limitatIon interest. penalties. investigative costs and reasonable attorneys' fees.
i i 1.11) . ({epresentatives" .,hall mean the officers. directors. employees, agents, attorneys.
accountants, finanl'ial ad\isors and uther representatives o! a party.
111.11 "'J'radem.arks" shall mean, with respect to each party to this Agreement, all
trademarks, trade names and logos oj such party listed on Exhihit a attached hereto and any other
trademarks. 'rade names and !ngps that such part v may specify in writing to the other party from
time III lnne.
10.12 "UienLWebsite" .,hall mean. colkctively, the web "ite of any Granicus, Inc. client
that I" husted Iw Granicu.... Inl.
I (). U "Managed Servic..:s" "hall mean monthly fees paid to Granicus, Inc. by Client for
handwldth usage associated with live and archived Internet streaming, data storage, and Granicus
Solullon maintenance and monitoring
10.1'+ "["lve" .,hall mean [he time at which "Managed Services" are activated and
monlhh hilllJ1,l', hcgins.
10.15 "Revocable" shall mean that C I ienf s right to use or access the media management
software shall he annulled because Client has either discontinued their use of a Granicus Managed
Services program, failed [0 pav an) Granicus fees for more than 30 days, or hreached the terms of
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IN WITNESS WHEREOI. the pames hereto have oecutcd this Agreemcnt as ofthc datc first
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Ihomas A. Spengler
It< Chid Executive Officer
Address:
2k 2nd St. Suite 400
San Francisco. CA 94105
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Lisa Aguilar c
Assistant City Attorney
For City Attorney
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Version 3.9
Granicus Inc. Suppo.rt Information
Addres\
GraI1lcus.
28 211(1 St. suite 4()()
San Francisco. ('A 44105
Phone:
Direct (8:00am lO 6:00pm Pacific time): 415-357-3618
Toll Free (8:00am to 6. ()Opm Pacific time): 877-889-5495
On-call Technical Support (availahle 24 houn, 7 day..... a week): 415-637-0520
Fax: 4] 5-522-52] 5
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Site: ~ww.graJlj~us.COll}
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Version 3.9
Gramgl~'i Regj~_~_red Trademarks @
granicus
Gralllcu~ logo a~ d mark
Gralllcus Trademark Names 1M
GutC 'ast I M
MediaManagerT\1
Media V aul t T!\1
S treamRepl icator I'M
Mohi Ie Encoderl M
MinutesMakerl1l"l
Client Trademarks
Exhibit A
II
Version 3.9
7/24/2006
To The City of Corpus Christi
Susan Cable
Director of E-Government Services
Via email
Susan.
Gramcus looks forward to developing a successful long-term relationship with The City of Corpus
Christi. By selecting Granicus as your streaming media solution provider, you will greatly improve
external and internal access to your public meetings. These meetings will be available live over
the Internet. and as searchable archives that can be used for efficient long-term record keeping.
Streaming with Granicus improves public access beyond what can be provided through cable
broadcast The availability of searchable archives allows a section of any meeting to be retrieved
at anytime using a simple keyword search. In addition, documents like staff reports, agenda's,
and minutes can be synchronized and linked to your audio and video archive all of which will be
available through the City's web site.
While public meeting broadcasts are a compelling and popular use of your Granicus solution, your
system can be used by all City departments to present video content internally or externally over
the web. Other cities use the Granicus solution to deliver public education content, public service
announcements. and v1deo on demand training.
The Granicus solution delivers the functlOnality desired by The City of Corpus Christi, and does it in
a way that minimizes the overall cost. Our proposed solution integrates with your current
infrastructure and audio video equipment instead of replacing or duplicating it. Additionally, the
storage and dlstribution of your streaming content is offloaded to the Granicus Media Center
elllTlinating your need to invest 1n additional dedicated bandwidth and servers, which are necessary
to support streaming. By automating processes that would normally be done manually the Granicus
MediaManager'" software also minimizes the impact streaming has on staff time, and eliminates the
need for the IT staff to be on hand during meetings. Agenda items can be indexed in real time,
and archives are automatically published to the City's web site minimizing the involvement of your
Webmaster. Because meeting archives are readily available on the Internet, the need for the
clerk's office to retrieve and prepare meeting records will also diminish over time.
At Granicus, we recognize that a great product 1S only part of what keeps our clients satisfied. For
that reason, Granicus provides 24/7 technical support and on site user training. We also take full
responsibility for maintaining and monitoring the technology that powers your solution, so that you
can avoid the cost of developing a team of streaming experts. When you need us we will be there
to help.
It you have any questions about our services or this proposal please do not hesitate to contact me.
Most Sincerely
Michael Osuna
South Central Regionai Director
Granicus, Inc
Proposed Solution Pricing
Your Granicus solution was designed based on The City's specific streaming needs. Our pricing
reflects our commitment to supply our customers with the highest value and utmost quality. Your
solution consists of the components detailed below,
Gran1CU~ MediaManager
MediaManager Software
Enterprise
$13,500.00
Subtotal $13,500.00
Gr d!11( us OutCast Encoder
Hardware (Provided by Client)
(3) - Minimum 3.OGHz Pentium 4 with HT technology
32 -bit required. 64 bit extensions will not work
Mmimum 1GB RANt and 36GB disk (RAID 1 recommended)
Windows Server 2003
(3) - Osprey 230 Encoder Card
Configuration
Hardware (Provided by Client)
Software
$0.00
$1,050.00
$0.00
$ 1 ,050.00
Subtotal $2,100.00
Granic us MediaYault
Hardware (Provided by Client)
(1) Minimum 3.OGHz P4, 64bit OK
Minimum 1GB RAM and 146GB internal disks (RAID 5 recommended)
External interface for mass storage
(SCSI or Fiber Channel RAID preferred, NAS or SAN acceptable)
Windows 2003 Server (Standard Edition or Enterprise for multicasting
RAID Conflturadon (if applicable)
Configuration
Hardware (Provided by Client)
Software
Software
MediaVault Software
$0.00
$0.00
$900.00
Bundle Discount
Subtotal
$9,000.00
($3,750.00)
$6.150.00
Granicus Stream Replicator
Hardware (Provided by Client)
(1) - Minimum 3.OGHz P4, 64bit OK
Minimum 1GB RAM and 146GB internal disks (RAID 5 recommended)
External interface for mass storage
$0.00
2S2nd Street; Ste 4OO,S'" FraflCi$CO..~ ~~OI.
(SCSI or Fiber Channel RAID preferred, NAS or SAN acceptable)
Windows 2003 Server (Standard Edition or Enterprise for multicasting
Confituration
Hardware (Uses MediaVault Hardware Configuration)
Software
Software
Stream Replicator Software
$0.00
$375.00
$3,750.00
$4,125.00
Subtotal
'rofessional ~erV1Ces & Other Hardware
Training
( 1 ) Days Onsite
Installation
(1) - Day Remote
Web Site Intearation
$1,600.00
$1,687.50
$4,200.00
Subtotal $7,487.50
$25.00
$1 ,800.00
$35,187.50
Shippina
First Months Managed Services
Total
Total Monthly Managed Services
$1,800.00
We have recognized that at some times, a line amp that sits between your AV signal and the
encoder card is necessary. Please budget for this item in the event that it is needed. However. we
will NOT include this in our initial deployment.
SLA-1 Studio Linear Amplifier (1)
$200.00
~..",..:.,""",
Granicus Managed Services
All managed serVlCes plans are billed on a monthly basis, and require the first month be paid during
the initial setup of your Granicus solution. All plans include full Managed Services, complete
monitoring and maintenance of your on-site hardware and 24/7 technical and user support for your
complete solution. Managed Services also includes all software upgrades and bug fixes for all of
the City's Granicus software components. The goal of our Managed Services program is to help
the Clty realize the highest level of value and satisfaction from Granicus solution, without incurring
additlOnal or unexpected costs. Granicus Managed Services include the following:
Technical and User SUODOrt
Granicus offers continuous customer support and is dedicated to ensuring that the City is
completely satisfied with Granicus products and services. Granicus staff is available to the City
24hrs a day, 365 days a year, via the contact info below.
Direct (8:00am to 6:00pm Pacific time): 415-357-3618
Toll Free (8:00am to 6:00pm Pacific time): 877-889-5495
Site: www.llranicus.com
Email: support@granicus.com
Monitorin'l
As part of the City's Managed Services Granicus will continually monitor, on a 24/7 basis, all the
software and hardware included in your solution. Should any malfunction appear, Granicus will
immediately notify the City and proceed to resolve the issue. Granicus is committed to repair or
replace any non-functioning hardware, provided directly from Granicus, within 24 hours for up to 3
years.
Software UO'lrades
Granicus provides its software as a "Lifetime License", and all software upgrades are included as
part of your Managed Services program. This includes both the rights to use the upgraded
software and any services required as part of the upgrade process.
Bandwidth and StoraQe
Through Granicus Managed Services we will provide all of the bandwidth and storage necessary to
utilize your solution. The Granicus Managed Services plan includes "Unlimited Bandwidth" for
streaming the City's live and on-demand content over the Internet through the Granicus Media
Center TM,
The Gramcus Managed Services base plan also includes 12 months of archiving for all public
meetings and 50 hours or 7 Gigabytes of storage for additional content at the Granicus Media
CenterTM,
....,.,
Project Implementation Timeline
Gramcus is pleased to begin a promIsing and successful relationship with The City of Corpus Christi.
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.
DroJect Task Date
Client delivers signed proposal and service contract to
Granicus
Pre Kick-Off
Full purchase order is issued by the Client
.--.--. -.,--.-...,.-..-
Project Kick-Off
_ u_~~_~~~~~____~_~_ ~______ __~__ _~~ _~________-+--
Installation project plan completed by Granicus & Client
Hard;ar-;-built,-~onii-g~~~d ~~d test~d ---t-
--~."_.' --------_.- -.-. - -.-.----..---
Granicus in conjunction with the Client's Web master will
complete the website Integration
Pre Kick-Off
Week 1
Week 1
Week 2
Week 2
All Onsite Installations Completed
.--..-.-.--- ,----.-.-- .-------- --'--
Training Completed
Week 3
Week 4
Client completes two-day solution testing and final
implementation sign off
Week 4
Go-llve: Client releases remaining project funds to
Granicus
Week 4
Unless otherWIse stated in a program announcement or solicitation, this signed and accepted
proposal must be received by 10/31/2006.
Sign to accept proposal.
Return to representative or:
Granicus, Inc.
28 2nd street
Suite 400
San Francisco, CA 94105
Date
'-1- 7 j'''-
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GraniCUS'~/_~
Signature: /c?77
Date: ?,.- 2 --o~
The City of Corpus Ch~lsti
Client SignatureL~
Granicus MediaManagerlM Software
Gr amcus MediaManager 1M consists of proprietary web-based software tools designed to efficiently
organize and manage your streaming content. These tools put the control of broadcast activity,
user account management, live event management. and usage reporting in your hands.
The software has beer broken up mto four segments to meet the unique needs for a variety of
local government agencies. These three components are: 11 Media Manager™ - Basic, 2)
MediaManager'" Enterprise, and 3) MediaManager™. - MinutesMaker. Each of these components
are described In detall below. MediaManager™ Basic is the foundation technology of every
solutlon and is 'equired before adding the Enterprise or MinutesMaker software modules.
MediaManaaerlM Basic
Public Site:
Our solution includes several pages for your Internet users to access on-demand media and live
broadcasts. Users will use these pre-built pages to search out specific footage, and jump to specific
events within your audio/video archive. The Granicus solution also allows for a key word search
based on all of the index points associated with the City's complete library of video archives. This
functional ity substantIally increases the convenience of access to and use of meeting archives.
Around these core pages you can instantly control user access using a registration and log in
system. All public web pages are seamlessly integrated into your current website, so that the look
and feel of your site remains consistent. The MediaManager Basic software license allows for one
custom build archiving listing page, and one video skin. By adding MediaManager™ - Enterprise you
Wll[ the ability to create and customize an unlimited number of public pages by utilizing our
templates and Vlews tools. See MediaManager™ Enterprise for more information.
Protected Administration Site:
As a client of Granicus. you will have access to a web based administrative site that will allow you
to create and manage archives, schedule and index live events. link documents and minutes of
meeting to the video, view real time usage reporting, and configure content distribution. You will
also have access to a series of video editing tools that can be used to enhance your on-demand
content once it has been broadcasted or encoded.
. Media Acquisition tools give you the ability to add audio and video content to your
content library from a variety of sources. Utilizing the Granicus Outcast™ encoder, live
events can be simultaneously broadcast and archived to the library easily and directly
through the live event manager.. During a broadcast you can add times stamped data, such
as agenda iterr indices or slides. allowing you to create rich multimedia presentations. You
are also given a simple media import tool that can be used to import any pre-encoded
content from your desktop into your archive listing. Finally, the Granicus Outcast™
encoder. whicrl is included with MediaManager'" - Basic, can be used to encode your analog
video by replacing the live signal with that of a standard video playback device such as a
standard VCR or DVD player. In this scenario, the same capture tools for managing a live
broadcast can be used to make your valued offline content available online. Granicus also
offers en house from encoding from VHS or DVD as part of our professional services.
· Automatic Live Event Scheduler and Archive Publishing - Live events, such as City
Supervisors meetings, can be easily scheduled to be both broadcast live and archive
through the Gc anicus Live Event Manager. By utilizing this tool, the City will not require
staff time or technical assistance to start. stop or archive their live events. Archives are
automatlcally transferred from the Granicus OutCastlM encoder to the Granicus
MediaCenterlM and automatically published the City's web site. These features
substantially decrease the need for staff time to manage content creation and publishing to
the Citv's web site
. Media CUp Administration provides clients the tools to create, edit, delete, index, trim
and merge digital video clips. Once the media is in the archive library you can utilize
indexing tools that allow you to set multiple "Jump To" points into the video, providing
your end user ~he ability to easily navigate your streaming content. Various other editing
and organizational tools allow you to modify your archives and add to the searchable Meta
data associateci with each archlve.
. Meeting Agenda Parser allows the City to index its video archives based on agenda item
titles. by automatically pulling the agenda item titles and descriptions from the City's
agenda and loading them into the Granicus MediaManagerlM. These agenda item titles are
than loaded into the live event manager. which allows you to index your video in real time
by slmply clicking on an agenda item title and pressing enter when the council or board
begins discussing that issue, Other solutions, if they offer indexing, force you to manually
retype and load the text for each agenda item. The Agenda Parser feature assures quality
indexing and substantially decreases the staff time need to create indices.
. Searchable Indexes Audio and Video archives, which are viewable over the Internet, can
be easily indexed with multiple jump points through the Granicus MediaManagerlM software.
These mdexes allow users to jump directly to the specific point in the City's audio/video
archive. The Granicus solution also allows for a key word search based on all of the index
points associated with the City's complete library of video archives. For example a key
worcj search on "Water" will return to the user a direct link to all of the audio/video
archives, which discuss water usage in the City, This functionality substantially increases
the convenience of access to meeting archives.
. Searchable Closed Captioning The Granicus solution supports the use of closed
captioning, and the association of the captioning with the streaming media. Captions are
viewable during live and archived streaming for full ADA compliance. For archived
meetings the captions can also be searched by key words allowing the user to jump to the
appropriate point in the video archive. In addition captions can also be used to create a
transcript for particular agenda item through the Granicus MediaManagerlM Software.
. Document Management enables documents to be manually loaded and linked to video
archives and dlrectly associated to the appropriate agenda items, resulting in a searchable
archive that includes both the audio/video record of your meeting and the staff reports or
other documents that were used during the meeting. Cross-linking documents and
audlO/vldeo archives provide the most comprehensive records archive system available. To
improve the ,'fficiency of mtegrating and linking your meeting documents with your
meeting audic I vldeo see the Document management Integration option included with
MmutesLinker
. CD Download with Indexing Audio/Video Archives can be quickly downloaded and burned
to CD by any administrator of the Granicus solution. The CD download also includes the
agenda item indexing information so users of the CD can still jump directly to the agenda
items they are interested in. This tool conveniently provides offline copies of your
meetings for those citizens wlthout Internet access.
.....,,'
. Media Delivery subsystems, such as the Granicus StreamReplicator™ and MediaVault™,
maxlmize your existing mfrastructure investment by allowing you to deliver content using
local storage and bandwIdth when appropriate. These systems function transparently as
part of the Granicus solution, and complement the robust delivery architecture at the
Granicus MediaCenterTM. No special training is required to operate these devices as they
function autonomously and are controlled by Granicus MediaManager™ software.
. Summary Reports provide you with detailed usage reports concerning: streaming requests,
average user bandwidth outbound bandwidth, content popularity, and media storage
usage.
Granicus MediaCenter.... - Content Management and Delivery
To deliver reliable, high-quality audio and video content over the Internet you must have a secure
and scalable distributlOn facility able to support hundreds or thousands of concurrent users; with
thlS as our goal we created the Granicus MediaCenterThl. The Granicus MediaCenterThl enables us to
store and distribute your content over the Internet to ensure your audience consistently receives a
hlgh quality stream.
How it Works
The Granicus MediaCenter'M is the core of all Granicus Internet broadcast solutions. This secure
and reliable facility stores and distributes rich-media events to the public over the Internet. Live
streams are encoded at your location and one stream is sent to our streaming servers at the
Granicus MediaCenterM. Archive files can also be uploaded directly to our servers. Your streaming
content will be available through your web site, but the Granicus MediaCenterThl handles all
requests for both live and archived streams. The only streaming that will travel over your network
is the one stream per source, you are sending to the Granicus MediaCenterThl.
The Gramcus MediaCenterW is well equipped to handle all of your streaming needs. It has direct
redundant Internet connectivity at optical wavelength speeds to a variety of major Internet
backbone providers, including Qwest Communications, SBClPacific Bell and others.
In addition to providing standard Internet Data Center power facilities the Granicus MediaCenterThl
has the significant added benefit of being a Designated Block 50 facility, allowing the facility to be
exempt from rolling blackouts.
MediaCenter11o\ Features:
.
Flexible Storage Programs
Flexible Distribution Programs
24/7 System Support
Redundant Storage
Redundant Network Connections
.
.
.
.
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Granicus OutcastlM Encoder - Feature Rich Encoding
The Granicus Outcast encoder coupled with the Granicus MediaManagerlM Software makes live
streaming and archiving a simple and hands off process. Most encoders simply convert an audio
video signal into a digital format that can be used for streaming; the Granicus OutcastlM does much
more. Using the Granicus OutcastlM with your Granicus solution allows for live event scheduling,
automatic web publishing, live indexing, slides, closed captioning, and automatic archiving and file
transfer to distribution servers
How it Works
The Outcast lM Encoder integrates with the web-based Granicus MediaManagerlM software and
transfers live broadcasts to the Granicus MediaCenterlM in real time. The Granicus MediaCenterlM
then duplicates and distributes your high quality audio and video content to the audience
requesting the content
While broadcasting a live event, the on-site Granicus OutcastlM Encoder can also archive your
broadcasts for on-demand viewing later. Once your broadcast is complete, the encoded event is
automatically transferred to the Granicus MediaCenterThO where our suite of streaming media tools
is accessible for editing, management and publishing functions.
OutcastlM Encoder Features:
· Live & Scheduled Broadcast Control
· Automatic Archiving
. Multiple Bit Rate Support
· Automated Broadcast and Archive Publishing
· Live event management: Indexing, Slides, and Closed Caption
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Granicus StreamReplicator.... - Intranet Stream Delivery
To deliver a live broadcast to a large audience inside your network without exorbitant bandwidth
costs, a single encoder is not enough. The Granicus StreamReplicator"" allows you to replicate and
redistribute live streams efficiently within a private network using multicast technology.
How it Works
The Gramcus StreamReplicator'" replicates live broadcasts to viewers within your network. It
delivers broadcast quality audio and video while minimizing bandwidth use and costs. Its multicast
technology allows hundreds of concurrent viewers to watch what your network sees as a single live
broadcast stream.
StreamReplicator.... Features:
. Broadcasts Multicast Live Events
. Broadcasts Unicast Live Events
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