HomeMy WebLinkAboutC2011-020 - 2/8/2011 - ApprovedGRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of ~~ d12D(I(the "Effective
Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and the City
of Corpus Christi {the "Client").
A. .WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein, to facilitate streaming and distribution of live and archived digital media content, (ii)
engage Granicus to integrate its Granicus Software onto the Client Website, {iii) use the Granicus
Software subject to the terms and. conditions set forth in this Agreement, and (iv) contract with
Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive account to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to Granicus and protected by intellectual property
laws and international intellectual property treaties. Pursuant to this Agreement, Client may use
the Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the Client's Managed Services will also result in the immediate termination of the
Client's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6. i and 6.2 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with its applicable written specifications far as long as the
Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach
by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus' reasonable instructions with respect to the
alleged defective Granicus Software. The applicable written specifications are provided as an
exhibit to this Agreement.
2011-020
M2011-037
02/08/11 Page 1
Granicus ~+*r~~~
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a} utilize the Granicus Software in the capacity of a service
bureau ar on a time share basis; (b} reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, ar otherwise make available the
Granicus Software, or copies thereof, to any third party; or {d} share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly outlined in the Proposal.
PAYMENT OF FEES
3.1 Client agrees to pay all costs as outlined in Exhibit A.
3.2 Monthly billing for Managed Services shall begin forty five (45) days after the
receipt of a fully executed Agreement or the receipt of a purchase order for the up-front costs,
whichever occurs first, as agreed upon in Exhibit A.
3.3 Client agrees to pay all invoices from Granicus within thirty (30} days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all
invoices to:
Name: ~v.~ i ~ L.~~t t
Title: C., ~ ~ ~ G~ v ~ ~ y C~ ~ s-f ~ E'- ~ w Ctis $' ~ ~ ~-~,.- ~.~.v-~ `cc ~`-'r c ~-+ c ~.c.
Address: (~,~, ~~ ~~~7
~~~~s CMv~'s~: ~ .`1~~bcj
3.4 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of the current CPT percentage rate (as found at The Bureau of
Labor and Statistics website itt~j~a/www.{~ls.~cv/C'Pl/) or three {3) percent a year on Client's
Managed Services Fee, whichever is larger.
3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of
scheduled trainings are as follows:
(a} Onsite Training. For any cancellations within forty-eight (48} hours of the
scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one
hundred (100} percent of the purchased training costs and all travel expenses, including
any incurred third party cancellation fees. Subsequent training will need to be purchased
and scheduled at the previously quoted pricing.
(b) Online Training. For any cancellations within twenty-four (24) hours of
the scheduled online training, Granicus, at its sole discretion, may invoice the Client for
fifty {50) percent of the purchased training costs, including any incurred third party
cancellation fees. Subsequent training will need to be purchased and scheduled at the
previously quoted pricing.
3.6 Additions. Granicus, at its' sole discretion, may add features or functionality to
existing product suite bundles for various reasons, including to enhance Granicus' offerings, or
improve user satisfaction. During the initial period of this Agreement, the customer understands
that the use of these additional products is included in the originally agreed upon monthly managed
services fees.
Page 2
At contract renewal, the customer acknowledges that this added functionality may have
additional monthly managed service charges associated with it and that monthly managed services
rates on renewals may have a higher rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Res onsibilit for Content. The Client shall have sole control and responsibility
over the determination of which data and information shall be included in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and microphones shall be
operational at any particular time and at any particular location. However, Granicus has the right
{but not-the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
4.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; {ii) violates
any. law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-maiUspam; (iii) is defamatory or trade libelous; (iv} is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) contains any viruses, or any other similar software, data, or
programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data,
information, or property of another.
5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited Iicense granted to the Client
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the
other Party's Trademarks pursuant to this Section 5 terminates.
S.2 Each party grants to the other anon-exclusive, non-transferable (other than as
provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably
necessary to perform its obligations under this Agreement, provided that any promotional materials
containing the other party's trademarks shall be subject to the prior written approval of such other
party, which approval shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services,
software and deliverables are provided "as is" and Granicus expressly disclaims any and alI express
or implied warranties, including but not limited to implied warranties of merchantability, non-
infringement of third party rights, and fitness for a particular purpose. Granicus does not warrant
that access to or use of its software or services will be uninterrupted or error free. In the event of
any, interruption, Granicus' sole obligation shall be to use commercially., reasonable efforts to
restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law,
Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental,
consequential, or punitive damages, whether foreseeable or not, including but not limited to: those
arising out of access to or inability to access the services, software, content, or related technical
Page 3
support; damages or costs relating to the loss of: profits or revenues, goodwill, data (including lass
of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute
goods, services or technology, even if advised of the possibility of such damages and even in the
event of the failure of any exclusive remedy.
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obli atg ions. Confidential Information shall mean all proprietary or
confidential information disclosed or made available by the other party pursuant to this Agreement
that is identified as confidential or proprietary at the time of disclosure or is of a nature that should
reasonably be considered to be confidential, and includes but is not limited to the terms and
conditions of this Agreement, and all business, technical and other information {including without
limitation, all product, services, financial, marketing, engineering, research and development
information, product specifications, technical data, data sheets, software, inventions, processes,
training manuals, know-how and any other information or material), disclosed from time to time by
the disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, or by inspection); provided,
however, that Confidential Information shall not include the Content that is to be published on the
website(s) of Client.
7.2 Each party agrees to keep confidential and not disclose to any third party, and to
use only for purposes of performing or as otherwise permitted under this Agreement, any
Confidential Information. The receiving party shall protect the Confidential Information using
measures similar to those it takes to protect its own confidential and proprietary information of a
similar nature but not less than reasonable measures. Each party agrees not to disclose the
Confidential Information to any of its Representatives except those who are required to have the
Confidential Information in connection with this Agreement and then only if such Representative is
either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of
confidentiality that cover the confidential treatment of the Confidential Information.
7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can
prove by appropriate documentation that such Confidential Information (i) was known to the
receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii} was
already in the public domain at the time of the disclosure thereof, (iii) entered the public domain
through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv} is
required by law or government order to be disclosed by the receiving party, provided that the
receiving party shall notify the disclosing party in writing of such required disclosure as soon as
reasonably possible prior to such disclosure, .
TERM
8.1 The term of this Agreement shall commence on the date hereof and shall continue
in full force and effect for twelve { 12) months after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other in writing at least sixty (60) days prior to such automatic renewal that the party
does not wish to renew this Agreement. This agreement may be terminated at any time upon sixty
(60) days written notice, due to non-appropriation of funds during Client's annual budgetary
process. If sufficient funds are not appropriated to continue the agreement in the upcoming fiscal
year, then this agreement shall be terminated upon notice to Granicus.
$.2 Ri hg is Upon Termination. Upon any expiration or termination of this Agreement,
Page 4
and unless otherwise expressly provided in an exhibit to this Agreement:
(a} Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client has the right to keep any purchased hardware, provided that Client
removes and/or uninstalls any Granicus Software on such hardware. However, if Client
has received hardware as part of a Granicus Open Platform Suite solution ("Open Platform
Hardware"), Client understands that they are leasing the Open Platform Hardware. Upon
termination of this Agreement, Client shall immediately return the Open Platform
Hardware to Granicus, inc. The Open Platform Hardware must be returned within fifteen
(15) days of termination, and must be .in substantially the same condition as when
originally shipped, subject only to normal wear and tear; and
(c} Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of the
Granicus Software.
8.3 Obli ations U on Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b} the provisions of 2.1, 2.4, 3, 4, 5, 5.1, 6.2, 7, 8.3, and 10 of the agreement,
and applicable provisions of the Exhibits intended to survive, shall survive termination of
this Agreement and continue in full force and effect;
(c} pursuant to the Termination or Expiration Options Regarding Content,
Granicus shall allow the Client limited access to the Client's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation.
The Client .shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. if the Granicus Software becomes, or in Granicus' opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
destroys (and certify to such destruction of) all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client. all license fees paid by Client under the
current Agreement.
Page 5
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreexx~ent will not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of Texas shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each lrovision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force Majeure. Other than payment obligations, neither party is responsible far
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage of supplies, act of
war, act of terrorism, earthquake, or electrical, Internet or telecommunications outage.
10.6 Closed Ca~tionin~ Services. Client and Granicus may agree that closed captioning
or transcription services will be provided by a third party under this agreement. In such case,
Client expressly understands that the third party is an independent contractor and not an agent or
employee of Granicus. Granicus is not liable for acts performed by such independent third party
10.7 Granicus shall comply-with the insurance requirements on the attached Exhibit F.
[The remainder of this page left blank intentionally]
Page 6
This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information
Exhibit C: Hardware Exhibit
Exhibit D: Trademark Information
Exhibit E: Termination or Expiration Options Regarding Content
Exhibit F: Insurance Exhibit
IN WITNESS WHEREOF; the parties have caused this Agreement to be executed by their
duty authorized representatives,
GRANICUS, INC.
By:
Ed Roshitsh
Its: Chief Operating Officer
Address:
56$ Howard Street, Suite 300
San Francisco, CA 94105
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Page 7
EXHIBIT A
PROPOSAL
The remainder of this page is left blank intentionally.]
Page 8
rar~icus.
cannect:ing government
1/4/2011
To: City of Corpus Christi
Annie Leal
Customer Service Manager
Via Email
RE: Granicus_I'roposal to~Corpus Christi_ENT_MV_5R_9-6-06
Effective February 1st 2011 through January 3181 2012
Annie,
Granicus looks forward in continuing our successful relationship with City of Corpus Christi. As you
requested, we are submitting the following invoice which will serve as the renewal of our services as your
streaming media solutions provider. The MediaManagerTM Monthly Management Services Fee of $2,550.00
for 12 months yields a total annual cost o£ $30,600.
It's been our pleasure to work with the City of Corpus Christi. At Granicus, we recognize that a great
product is only part of what keeps our clients satisfied. For that reason, Granicus provides 24/7 technical
support and onsite 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.
If you have any questions about our services, please do not hesitate to contact me
Sincerely,
Ramkumar Annasami
Account Manager
Gxanicus, Inc.
www.granicus.com 568 Howard Street, Suite 3DD, San Francisco, CA 94905 0415) 357-3618
rancus~
conn.ectfng ga~ernment
Pricing
Monthly Managed Services {Granicus MediaManager) $1800.OOImo
Monthly Managed Services (Sectioned View Page) $50.QOImo
Monthly Managed Services (Open Platform,
Government Transparency and Citizen Participation
Suites)' $700.OOlmo
'T'otal Monthly Managed Services
$2550.401mo
*Promotion: Free Month Managed Services Until
July 1, 2011 on Open Platform, Government
Transparency and Citizen artici ation Suites) -$700.OOImo
Granicus Managed Services
All plans include fuEl Managed Services, complete monitoring and maintenance of your on-site hardware and
24/7 techtucal and user support for your complete solution. Managed Services also include all software
upgrades and bug fixes for a[1 of the City's Granicus software components. The goal of our Managed
Services program is to help the City realize the highest level of value and satisfaction from Granicus solution,
without incurring additional or unexpected costs. Granicus Managed Services include the following:
Technical and User Support
Granicus offers continuous customer support and is dedicated to ensuring that the City is completely satisfied
with Granicus products and services. Granicus staff are available to the City 24hrs a day, 365 days a year,
via the contact info below.
Direct (B:DOam to 6:OO~m Pacific time): 415-522-5216
Toll Free (B:OOam to 6:00~5m Paczftc tzme~: 877-889-5495
On-call Technical Support (avaalable z4 hours, 7 days a aveek~: 415-637-6520
Site: www.granicus.com
Email; supp~~tt@granicus.com
Monitoring
As paint 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 far up to 3 years.
Software Upgrades
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 Stora e
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 CenterTM
www.granicus.cam .568 Howard Street, Suite 300, San Francisco, CA 94105 0 (495) 357-3618
s
ran~cus~
.connecting governmerit
The CYranicus Managed Services plan also includes indefinite retention schedules for all public meetings.
Sign to Accept proposal.
Return to representative:
Granicus, Inc.
5G8 Howard St., Ste 300
San Francisco, CA 94105
City of Corpus Christi l
Client Signature: '~y~
Date: ~ Q r j
Approved as to form: ~ ~~ ! l
y~
Lisa Aguil r
Assistant Attorney
Far City Attorney
Granicus, Inc.
~~
Signature:
Date: G I ~i' 2.0 /1
www.granicus.com 568 Howard Street, Suite 3p0, San Francisco, CA 9415 (415) 357-3618
~`~~N~
~oi..i_~Lu w1.,t.il -,ri Exb~bit~_
1/4/2011
To: City of Corpus Christi
Annie Leal
Customer Service Manager
Via Email
RE: Granicus_Proposal to_Corpus Christi ENT NN_SR 9-6-OG
Effective February 1St 2011 through January 31St 2072
Annie,
I Granicus looks forward in continuing our successful relationship with City of Corpus Christi. As you
requested, we are submitting the following invoice which will serve as the renewal of our services as your
streaming media solutions provider. The MediaManagerTM Monthly Management Services Fee of $2,550.00
for 12 nnonths yields a total annual cost of $30,600.
It's been our pleasure to work with the City of Corpus Christi. At Granicus, we recognize that a great
product is only part of what keeps our clients satisFied. For that reason, Granicus provides 24/7 technical
support and onsite 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.
If you have any questions about our services, please do not hesitate to contact me.
Sincerely,
Ramkumar Annasami
Account Manager
Gxanicus, Inc.
www.granieus.com ®568 Howard Street, Suite 30U, San Francisco, O.A ~741U5 ~ {~15) 357.368
.~ ~"C~I Cl I U ~W
~n~+_c.irr~ tea ~~tiicErtl,
Pricing
Monthly Managed Services (Granicus MediaManager) $1800.OOIma
Monthly Managed Services (Sectioned View Page) $50.OOImo
Monthly Managed Services (Open Platform,
Government Transparency and Citizen Participation
Suites)* $700.OOlmo
Total Monthly Managed Services
$2550.OOlmo
*l'roxnotiott: l~rec IVlouth Managed Services Until
July 1, 2U11 on Open Platform, Government
'Trans ~aren.cy and Citizen artici atioz~. Smites) -$700.00lrno
Granicus Managed Services
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 include 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 City realize the highest level of value and satisfaction from Granicus solution,
without incurring additional or unexpected costs. Granicus Managed Services include the following:
Technical and User Support
Granicus offers continuous customer support and is dedicated to ensuring that the City is completely satisfied
with Granicus products and services. Granicus staff are available to the City 24hrs a day, 3G5 days a year,
via the contact info below.
Direct (S:OOam to 6:OOpm .I'aczfzc time): 415-522-5216
Toll Free (B:OOam to 6:OOpnr Paczfsc time): 877-889-5495
On-caIl Technical Support (available 24 hours, 7 days a week): •'l i i- t>3'' i~;:i:.~.!")
;~i~ea: ~v~rw.~ranicus.can~
'~:`,#21~1.i1: tiLt~)p(i.I't~a~fs7:fiil.1C'3„S,CC.?x?7
Monitoring
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 Upgrades
Granicus provides its software as a "Lifetime License", and all software upgrades are included as part of
your Managed Services program. This includes bath the rights to use the upgraded software and any services
required as part of the upgrade process.
Bandwidth and Stara e
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" fox stxeazx~ing the
City's live and on-demand content over the Internet through the Granicus Media CenterTM
wv~w.granicus.corn ~ 368 I-ioward Street, Suite 30Q, San ~'rancrsca, CA ~4i~5 ~ (~95) 3S7-3b18
f f ~~ ~1 I ~
The Granicus Managed Services plan also includes indefinite tetention schedules for all public meetings.
Sign to Accept proposal.
Return to representative:
City of Corpus Christi
Client Signataxe:
Date:
Granicus, Inc.
568 Haward St., Ste 300
San Francisco, CA 94105
Granicus, Inc.
Signature:
Date:
ww~r.~ranicus.corn + 568 Fto~rrarc[ Street, Suite 3(7Q, San Francisco, CA X74145 (415) 357-3618
EXHIBIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its
mailing address, general and support-only telephone numbers, and via e-mail or the Internet.
(a} Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 56$ Howard Street, Suite 300, San Francisco, California, 94105.
(b} Telephone Numbers. Office staff may be reached from $;00 AM to 7:00
PM Pacific time at {415) 357-3618 or toll-free at (877) 889-5495. The technical support
staff may be reached at (415) 655-2400 from 8:00 AM to 7:00 PM Pacific time. After
hours or in case of a technical support emergency, the support staff may he reached at
(415) 655-2414, twenty-four (24) hours a day, seven (7) days a week.
(c} Internet and E-mail Contact Information. The website far Granicus
is hit~~vw~ti~.k~rirc~~s_com. E-mail may be sent to the, support staff at
support @ ~ranicus.com.
2. Reco nized Client Re resentatives. Granicus strives to provide unparalleled support to
its Clients by ensuring that Client staff is properly educated and is prepared to maximize its
Granicus Solution. Any Client Representative who wishes to participate and receive Granicus
customer advocacy services shall participate in and complete the training program that is suited
far the Granicus Solution. Once a Client- Representative completes the training, that
Representative will be recognized in Granicus' internal system as qualified to receive support and
ongoing education services. All Client Representatives are eligible to receive technical support
services, regardless of participation in the training program.
3. Support Polio When Granicus received notification of an issue from Client, a Granicus
account manager or technical support engineer will respond directly to the Client via phone or e-
mail with (a) an assessment of the issue, (b) an estimated time far resolution, and {c) will be
actively working to resolve the issue as appropriate for the type of issue. Notification shall be the
documented time that Granicus receives the Client's call or e-mail notifying Granicus of an issue
or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right
to modify its support and maintenance policies, as applicable to its customers and licensees
generally, from tune to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be
counted as downtime. Granicus will clearly post that the site is down for maintenance and the
expected duration of the maintenance. Granicus will provide the Client with at least two (2) days
prior notice for any scheduled maintenance. All system maintenance will only be performed
during these times, except in the case of an emergency. ll:n the case that emergency maintenance
is required, the Client will be provided as much advance notice, if any, as possible under the
circumstances.
5. Software Enhancements or Modifications. The Client may, from time to time, request
that Granicus incorporate certain features, enhancements or modifications into the licensed
Granicus Software. Subject to the terms and conditions to this exhibit and the Service
Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in
the Statement of Work ("SOW"). Upon the Client's request for such
enhancements/modifications, the Client shall prepare a SOW for the specific project that shall
define in detail the Services to be performed. Each such SOW signed by both parties is deemed
incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs
pertaining to furnishing the Client with the enhancementslmodifications.
Page 9
5.1 Documentation. After the SOW has been executed. by each party, a detailed
requirements and detailed design document shall be submitted illustrating the complete
financial terms that govern the SOW, proposed project staffing, anticipated project
schedule, and other information relevant to the project. Such enhancements or
modifications shall become part of the licensed Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a
"time-and materials" basis unless otherwise stated in the SOW. Within ten (1Q) business
days of Granicus' completion of the milestones specified in the SOW and delivery of the
applicable enhancementlmodification to Client, Client will provide Granicus with written
notice of its acceptance or rejection of the enhancementlrnodification, based on the
acceptance criteria set forth in the SOW. Client agrees that it will not reject any
enhancenaentlmodification so Iong as it substantially complies with the acceptance
criteria.
S.3 Title to Modifications. All such modifications or enhancements shall be the sole
property of. the Granicus.
6. Limitation of Liability; Exclusive Remedy: IN THE EVENT OF ANY
INTERRUPTION, GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE
REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE
EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE.
End of Support Information]
Page
10
EXHIBIT C
GRANICIIS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the
Service Agreement between Granicus and Client, for the sale of the hardware components of the
Granicus Solution (the "Hardware") by Granicus to Client, This exhibit is an additional part of
the Service Agreement and is incorporated therein by reference. This exhibit does not change any
term of the Service Agreement except to the extent it is contrary to the Service Agreement.
Capitalized terms used but not defined in this exhibit have the meanings given in the Service
Agreement.
1. Purchase Price. The purchase price far the Hardware shaIl be the price specified in the
Proposal.
2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence
of this exhibit, Delivery is F.O.B. Granicus' point of shipment. Granicus will select the shipment
method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon
delivery to the carrier at Granicus' point of shipment. Granicus retains title to the Hardware until
Granicus has received payment in full of all sums due pursuant to this exhibit. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware,
notwithstanding the use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the
failure by Client to reject the Hardware within fifteen {15) days following delivery of the
Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware
does not conform to the applicable written specifications.
4. Hardware Warranty. Granicus will provide to Client any warranty provided by the
manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware
provided directly from Granicus that fails to function properly due to normal wear and tear,
defective workmanship, or defective materials as lang as such Hardware is then under the
manufacturer's warranty.
5. Service Response Time. For hardware issues requiring replacement, Granicus shall
respond (via written or verbal acknowledgment} to the request made by the Client within twenty-
four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours
of the request by the Client; not including the time it takes for the part to ship and travel to the
Client. The Client shall grant Granicus or its Representatives access to the Hardware for the
purpose of repair ar replacement at reasonable times. Granicus will keep the Client informed
regarding the time frame and progress of the repairs or replacements.
6. IIse of Nan-Approved Hardware. The Granicus platform is designed and rigorously
tested based on Granicus-approved hardware. In order to provide the highest level of support, we
recommend including Granicus-approved hardware in your solution. However, Granicus does
afford clients with the option of utilizing their awn hardware, providing that there is successful
validation by Granicus technical staff. While it is Granicus' intention to provide clients that use
their own hardware with the same level of customer care and continuous software upgrades, this
level of service is not guaranteed.
7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER. SECTION A- ABOVE, THE SOLE WARRANTY ON THE HARDWARE
IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION 1 ABOVE, AND
GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY
WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A
Page
~~
PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAIlVST IlVFRINGEMENT,
WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY
WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS.
8. LIMITATION OF LLABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNTTNE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER
CONTRACT, TORT {INCLUD]NG NEGLIGENCE), STRICT PRODUCT LIABILITY OR
OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY
FORESEEN.
(end of Hardware Exhibit]
Page
12
EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks
gran~cus~
Granicus logo as a mark
Granicus®
MediaVault°
Mobile Encoder°
Outcast Encoder®
StreamReplicator~
Granicus Trademark Names TM
Integrated Public Record'
Intelligent Routing""
LinkedMinutes'~`
LiveManager `
MediaCenter~"'
MediaManager'T'
MeetingMemberTF`
MeetingServer'~
Simulcast Encoder~'S
VoteCast~
VoteCast~'` Classic
VoteCastT~` Touch
Client Trademarks
Page
13
EXHIBIT E
TERNIINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service Agreement, Granicus and the Client
shall work together to provide the Client with a copy of its Content. The Client shall have the
option to choose one (1) of the following methods to obtain a copy of its Content:
• Option 1: Video files on DVR and a compact disc (CD} that contains the index
and clip name data in CSV or XML format will be created and sent to the Client.
This option may result in an additional charge to Client.
• Option 2: Provide the Content via download from MediaManager or from a
special site created by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content .from the
MediaVault in CSV or XML format. This option shall be provided free of charge.
The Client and Granicus shall work together and make their best efforts to transfer the Content
within the sixty {b0} day termination period which begins on the date of termination of the
agreement. Granicus has the right to delete Content froze. its services after sixty (60) days with
prior written notice to Client to advise of the deletion date.
Page ____
14
EXHIBIT F- INSURANCE REQUIREMENTS
I. GRAN[CUS'S LIABILITY INSURANCE
A. Granicus must not commence work under this agreement until al[ insurance required
herein has been obtained and such insurance has been approved by the City. Granicus
must not allow any subcontractor to commence work until all similar insurance required
of the subcontractor has been obtained.
B. Granicus must furnish to the City Risk Manager two (2) copies of Certificates of
Insurance, showing the fallowing minimum coverage by insurance company(s)
acceptable to the City's Risk Manager. The City must be named as additional insured
for the liability policies and a blanket waiver of subrogation is required on all applicable
policies.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30~Day written notice ofi cancellation is Bodily Injury and Property Damage
re uired on all certificates Per occurrence / a re ate
Commercial General Liability including:
1. Commercial Farm $1,000,000 Combined Single Limit
2. Premises -Operations
3. Products) Completed Operations
4. Contractual Liability
5. Independent Contractor
6. Persanalln'u
Electronic Data Liability Insurance including
i . Professional Liability $500,000 per claim 1$1,000,000 aggregate
2. Errors & Omissions
Workers Compensation Applicable while on City premises
Which complies with the Texas Workers'
Employers Liability Compensation Act and Section II of this
exhibit
$500, 0001$100, 0001$ 5 00, 000
C. In the event of accidents of any kind, Granicus, lnc. must furnish the Risk Manager with
copies of all reports of such accidents within ten (10) days of accident,
II. ADDITIONAL REQUIREMENTS
A. Granicus must obtain workers' compensation coverage through a licensed insurance
company in accordance with Texas law. The contract for coverage must be written on a
policy and endorsements approved by the Texas Department of Insurance. The
coverage provided must be in amounts sufficient to assure that all workers'
compensation obligations incurred will be pramptiy met.
Page 15
B. Granicus's financial integrity is of interest to the City; therefore, subject to Granicuss right
to maintain reasonable deductibles in such amounts as are approved by the City,
Granicus shall obtain. and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Granicus's sole expense, insurance coverage
written on an occurrence basis, by companies authorized and admitted to do business in
the State of Texas and with an A.M. Best's rating of no less than A- Vll.
C. The City shall be entitled, upon request and without expense, to receive copies of the
policies, declarations page and all endorsements thereto as they apply to the limits
required by the City, and may require the deletion, revision, or modification of particular
policy terms, conditions, limitations or exclusions (except where policy provisions are
established by law or regulation binding upon either of the parties hereto or the
underwriter of any such- policies}. Granicus shall be required to comply with any such
requests and shall submit a copy of the replacement certificate of insurance to City at
the address provided below within 10 days of the requested change. Granicus shall pay
any costs incurred resulting from said changes. All notices under this Article shall be
given to City at the following address:
City of Corpus Christi
Attn: Risk Management
P.O. Box 9277
Corpus Christi, TX 78469-9277
{361) 826-4555- Fax #
D. Granicus agrees that with respect to the above required insurance, all insurance policies
are to contain or be endorsed to contain the following required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected
representatives as additional insured by endorsement, as respects operations and
activities of, or on behalf of, the named insured performed under contract with the City,
with the exception of the workers' compensation and professional liability polices;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City
of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers` liability policies will provide a waiver of
subrogation in favor of the City; and
• Provide thirty {30) calendar days advance written notice directly to City of any
suspension, cancellation, non-renewal or material change in coverage, and not less than
ten (10) calendar days advance written notice for nonpayment of premium.
E. Within five (5} calendar days of a suspension, cancellation, or non-renewal of coverage,
Granicus shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Granicus's performance
should there be a lapse in coverage at any time during this contract. Failure to provide
and to maintain the required insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Granicus's failure to provide
and maintain any insurance or policy endorsements to the extent and within the time
Page 16
herein required, the City shall have the right to order Granicus to stop work hereunder,
andlor withhold any payment(s) which become due to Granicus hereunder until Granicus
demonstrates compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which
Granicus may be held responsible -for payments of damages to persons or property
resulting #rom Granicus's or its subGranicus's performance of the work covered under
this agreement.
H. It is agreed that Granicus's insurance shall be deemed primary and non-contributory
with respect to any insurance or self insurance carried by the City of Corpus Christi for
liability arising out. of operations under this contract.
It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
Page 17
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Trainee Porto! & Tracktng }~ Trainees can t-tko uour.,us, r.:quc~t „r.r.rnptl~ tad lrac,l tr-u;sc.nct; un-demand via a perseral portal. ',
Tralnmg API & Single-Sign::-4n ti~ Integrate vrith L~1S sGlutlt r€~ <tnJ directories tc ay~ncFjronlz«? users rata, nr c,rnpln;+ sinnlF ,i;ii~c,n
Exams & Certifications 11 Create exams with mullip]e question formats ar~d prcduca castnnt twining cerLitlcalcc,. ',
Pnvate'& Putrlic PutSifshing Publish trarning tq pnaatR portals ract.in~g)og~in rrariF~,tals orlt,, an; ;a~zhsit? fur ~iilbhr a„_cas
Performance Tracking ~~ Track performanoo Centrally b'y' groisp r;r ~;las or pr'oduec indivitlu:c eerformarce wsults.
Expok Training lesults U Er,port tralni;tg res~ltsas a Gortinia Sapl~ated ~Jalue'! J5'J1 t e'for us? ~c ~th_rprncr~ms.