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Res 57-14 i RESOLUTION NO. 57-14 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA; APPROVING THE CONTINUATION OF SERVICES FOR VIDEO/AUDIO STREAMING OF COMMISSION MEETINGS AND AUDIO STREAMING OF THE CITY'S EMERGENCY RADIO STATION WHILE THE CITY ENGAGES IN A COMPETITIVE BID SOLICITATION; DECLARING BY A FOUR-- FIFTHS AFFBIMATWE VOTE THAT THE CITY'S SEALED COMPETITIVE METHOD OR WRITTEN QUOTATIONS PROCUREMENT METHOD FOR THE PURCHASE IS NOT IN THE BEST INTEREST OF THE CITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Delray Beach City Manager's Office seeks approval for the continuation of services with Gtanicus, Inc. to provide video/audio streaming software and managed services for City Commission Meetings and the City's emergency radio station for a period of no more than twelve months cotanencing December 1, 2014 at the current rate o£$870 per month for a total annual fee of$10,440;and WHEREAS, Grawcus, Inc. is in the business of developing, licensing and offering for sale various streaming media solutions specializing in Internet broadcast and related support services, providing such services to the City since 2007, and staff has determined that Grani.cus, Inc. is the provider to best serve the City's interests-while the City engages in a competitive bid solicitation;and WHEREAS, the current Agreement currently in effect with Gtanicus, Inc., which commenced on November 30, 2012, expires on November 30, 2014 at wb.ich time this Agreement allows, at the City's discretion, for the automatic renewal of three (3) additional terms of one (1) year each, unless either party submits written cancellation at least thirty (days) prior to such automatic renewal that the party does not wish to renew this Agreement and also allows that the City, during the renewal period,may terminate the Agreement with or without cause upon sixty(60) days written notice to Granicus, Inc.;and WHEREAS, during the continuation of services period the City will engage in a competitive bid solicitation for vendors that provide combined services of video/audio streaming and agenda processing, with an estimated completion date no later than February 27, 2015,which will be presented to the City Commission for consideration and approval of vendor selection; WHEREAS, utilization of the City s competitive procurement methods for the purchase of video/audio streaming is not practical or cost effective due to the City's immediate need for services to maintain government transparency by providing the public with convenient access to live as well as atchived video/audio streaming of City Commission Meetings and audio streaming of the City's emergency radio station; and ERFAS, Section 3G-0-9(c)(11) of the City's Code of Ofri-nn nces provides that the City may acquit or contract for non.-teal property, goods of seivices without u0i7ing a Sealed Compedtive Method or the Wji.tten Quotation Method where the City CominisSiOn declares by at least a foot-fifth (4/3) a.ffiLt .tive Vot that the Sealed Competitive or t11e Written Quotation.Method is not in the best interest of the City.- NOW, "THEREFORE, BE IT RESOLVED BY TFIE CITY COMIVHSSION OF HE CITY OF DELR:AY BEACH,FLORIDA,AS FOLLOWS: Section That the foregoing "W'I-IERE�IS" clauses are ratified and c0nfi macd as being tj--uc an coirect fac vial.findings acid ate made a specific pa,tt of this Resolution. four- Section 2. The City Corrosnission of the City of Delmy Beach hereby declates,by a-minimum imum four 'I fifths afft iatve vote, that the City's Sealed Competitive Method or WWtten Quotations ProcmementI1Ietho i is not in the'best interest of the City. The City-,Commission declares that the attached Agreement between th City of Delta y Beach and Gn nicus, Inc., which ptovides for the uninterr--upted continuation of video/audz stteaming of City Conunission ineetings, both live and archived, and audio sttean-ing of the City's et=actgen zadi)station,.is-in the best interest of the City. Section 3.t The City Colnnu-ssion of the City of Delray Beach hereby approves the continuation of selvices-)V th'•Gtan cus, Itac., as stipulated sn the cttr�ent se�:v%ce ag eem.ent, section 8.1 TERM. at the Cuicen gate.of $870,per moxith; at(.ched as "Graniicus, Inc. Service Agteement",,The rmoe xml petiod Fill teinain effect until such time that :t competitive bid solicitation is coinpleted and the City will exetcise its option t tern i_nate the agreemea�t with or without cause upon sixty (GO) days wtiCten notice to Gtanicus,Inc. Secfiaan 3. The City Manap et is authorized to do all things necessary and expedient to catry out the .aims of this Resolutions. Section 4: This Resolution-shall take effect imiuedi�-jtely upon adoption_ , PASSED AND 1 OPTED by the City Coninaission of. e o Delray Beads this.the�J aay o MAYOR ATTEST: r ' ity Clerk RESOLUTION NO. 57-14 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE CONTINUATION OF SERVICES FOR VIDEO/AUDIO STREAMING OF COMMISSION MEETINGS AND AUDIO STREAMING OF THE CITY'S EMERGENCY RADIO STATION WHILE THE CITY ENGAGES IN A COMPETITIVE BID SOLICITATION; DECI-RING BY A FOUR- FIFTHS AFFIRMATIVE VOTE THAT THE CITY'S SEALED COMPETITIVE METHOD OR WRITTEN QUOTATIONS PROCUREMENT METHOD FOR THE PURCHASE IS NOT IN THE BEST INTEREST OF THE CITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City= of Delray Beach City Manager's Office seeks approval for the continuation of services with Granicus, Inc. to provide video/audio streaming software and managed services for City Commission Meetings and the City's emergency radio station for a period of no more than twelve months commencing December 1,2014 at the current rate of$870 per month for a total annual fee of$10,440;and WHEREAS, Granicus, Inc. is in the business of developing, licensing and offering for sale various streaming media solutions specializing in Internet broadcast and related support services, providing such services to the City since 2007, and staff has determined that Granicus, Inc. is the provider to best serve the City's interests while the City engages in a competitive bid solicitation;and WHEREAS, the current Agreement currently in effect with Granicus, Inc., which commenced on November 30, 2012, expires on November 30, 2014 at which time this Agreement allows, at the City's discretion, for the automatic renewal of three (3) additional terms of one (1) year each, unless either party submits written cancellation at least thirty (days) prior to such automatic renewal that the party does not wish to renew this Agreement and also allows that the City, during the renewal period, may terminate the Agreement with or without cause upon sixty (60) days written notice to Granicus, Inc.; and WHEREAS, dining the continuation of services period the City will engage in a competitive bid solicitation for vendors that provide combined services of video/audio stteaining and agenda processing, with an estimated completion date no later than February 27,2015,which will be presented to the City Commission for consideration and approval of vendor selection; WHEREAS, utilization of the City's competitive procurement methods for the purchase of video/audio streaming is not practical or cost effective due to the City's immediate need for services to maintain government transparency by providing the public with convenient access to live as well as archived video/audio streaming of City Commission Meetings and audio streaming of the City's emergency radio station; and WHEREAS, Section 36.02(c)(11) of the City's Code of Ordinances provides that the City may acquire or contract for non-real property, goods or services without utilizing a Sealed Competitive Method or the Written Quotation Method where the City Commission declares by at least a four-fifth (4/5) affirmative vote that the Sealed Competitive or the Written Quotation Method is not in the best interest of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA,AS FOLLOWS: Section 1. That the foregoing "WHEREAS" clauses are ratified and confirmed as being true and correct factual findings and are made a specific part of this Resolution. Section 2. The City Commission of the City of Delray Beach hereby declares, by a minimum four- fifths affirmative vote, that the City's Sealed Competitive Method or Written Quotations Procurement Method is not in the best interest of the City. The City Commission declares that the attached Agreement between the City of Delray Beach and Granicus, Inc., which provides for the uninterrupted continuation of video/audio streaming of City Commission meetings, both Live and archived, and audio streaming of the City's emergency radio station,is in the best interest of the City. Section 3. The City Commission of the City of Delray Beach hereby approves the continuation of services with Granicus, Inc., as stipulated in the current service agreement, section 8.1 TERM, at the current rate of J870 per month, attached as "Granicus, Inc. Service Agreement", The renewal period will remain in effect until such time that a competitive bid solicitation is completed and the City will exercise its option to terminate the agreement with or without cause upon sixty (60) days written notice to Granicus, Inc. Section 3. The City Manager is authorized to do all things necessary and expedient to carry out the aims of this Resolution. Section 4: This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED by the City Commission of the City of Delray Beach this the 21t day of October, 2014. MAYOR ATTEST: City Clerk Coversheet Page 1 of 2 • MEMORANDUM TO: Mayor and City Commissioners FROM: Rosanne DeChiechio, Public Inforination Relations Coordinator Francine Ramaglia, Assistant City Manager THROUGH: Terry Stewart, Interim City Manager DATE: October 10, 2014 SUBJECT: AGENDA ITEM 9.J.-REGULAR COMMISSION MEETING OF OCTOBER 21,2014 RESOLUTION NO. 57-14/GRANICUS, IN BACKGROUND Granicus, Inc. is in the business of developing, licensing and offering for sale various streaming media solutions specializing in Internet broadcast and related support services. On January 16, 2007, Regular Agenda Item 9G was presented to the City Commission: GRANICUS, INC. VIDEO/AUDIO STREAMING - Consider authorizing the City Attorney to draft and the Mayor to execute an agreement with Granicus, Inc. in the total amount of$44,500.00 far video streaming of the City Commission Regular meetings and audio streaming of the Emergency Radio Station. City Commission voted to approve (4-0) and an agreement between the City of Delray Beach and Granicus, Inc. was executed on February 23, 2007. The City entered into proposal discussions with Granicus, Inc. to modify the existing Agreement to include service upgrades (Open Platfoirn/Govermnent Transparency). A Service Agreement was executed between the City of Delray Beach and Granicus, Inc. on November 30, 2012, which included a description of the service upgrades as well as budgetary impact to the City (see attached Granicus, Inc. Service Agreement). The current Service Agreement, which includes automatic renewals, was not brought before the City Commission for consideration/approval. After careful review by the City Attorney's Office, it has been determined that this Agreement does not comply with our current procurement code, which requires at least three (3) written quotations before entering into the Agreement. Staff is currently in the research and development phase to initiate a competitive bid solicitation. DISCUSSION http://itwebapp/Agendalntranet/Blueshect.aspx?ItemlD=8.492&MeetinglD=536 11/14/2014 Coversheet Page 2 of 2 The item before Commission is the approval for the continuation of services with Granicus, Inc. for video/audio streaming of City Commission Meetings, live and archived, and audio streaming of the City's emergency radio station for a period of one (1) year at a rate of $870.00 per month for a total annual cost of$10,440.00. Should Commission approve continuation of services, staff will continue its project to engage in a competitive bid solicitation for vendors that provide video/audio streaming and agenda processing. It is the opinion of staff that combining these services under one vendor will prove to be cost effective, enhance support and present a more user friendly design. Staff estimates the bid process to be completed no later than February 2015, during which time the City may terminate the Granicus, Inc. Service Agreement with or without cause upon sixty (60) days written notice to Granicus. TIMING OF THE REQUEST The Granicus, Inc. Service Agreement, which expires November 30, 2014, shall automatically renew for three (3) additional terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. FUNDING SOURCE Funding is available from the Public Information Office Repair & Maintenance Service/Other Repair/Maint Costs Account 001 1316 512 4690. RECOMMENDATION Staff recommends approval for continuation of services with Granicus, Inc. http://itwebapp/AgendalntranctBluesheet.aspx?ItemlD=8492&MeetinglD=536 11/14/2014 RESOLUTION NO. 57-14 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA, APPROVING THE CONTINUATION OF SERVICES FOR VIDEO/AUDIO STREAMING OF COMMISSION MEETINGS AND AUDIO STREAMING. OF THE CITY'S EMERGENCY RADIO STATION WHILE THE CITY ENGAGES IN A COMPETITIVE BID SOLICITATION; DECLARING BY A FOUR- FIFTHS AFFIRMATIVE VOTE THAT THE CITY'S SEALED COMPETITIVE METHOD OR WRITTEN QUOTATIONS PROCUREMENT METHOD FOR THE, PURCHASE IS NOT IN THE BEST INTEREST OF THE CITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Delray Beach Citv Manager's Office seeks approval for the continuation of services with Granicus, Inc. to provide video/audio streaming software and managed services for City Commission Meetings and the City's emergency radio station for a period of no more than twelve months com nencing December 1,2014 at the current rate of$870 per month for a total annual fee of$10,440;and WHEREAS, Granicus, Inc. is in the business of developing, licensing and offering for sale various streaming media solutions specializing in Internet broadcast and related support services, providing such services to the City since 2007, and staff has determined that Granicus, Inc. is the provider to best serve the City's interests while the City engages in a competitive bid solicitation; and WHEREAS, the current Agreement currently in effect widi Granicus, Inc., which commenced on November 30, 2012, expires on November 30, 2014 at which time this Agreement allows, at the City's discretion, for the automatic renewal of three (3) additional terms of one (1) year each, unless either party subunits written cancellation at least thirty (days) prior to such automatic renewal that the party= does not wish to renew this Agreement and also allows that the City, during the renewal period,may tenninate the Agreement with or without cause upon sixty(60) days written notice to Granicus,Inc.;and WHEREAS, during the continuation of services period the City will engage in a competitive bid solicitation for vendors that provide combined services of video/audio streaming and agenda processing, with an estiinate.d completion date no later than February 27, 2015,which will be presented to the City Commission for consideration and approval of vendor selection; WHEREAS, utilization of the City's competitive procurement methods for the purchase of video/audio streaming is not practical or cost effective due to the City's immediate need for services to maintain government transparency by providing the public with convenient access to live as well as archived video/audio streaming of City Conunission Meetings and audio streaming of the City's emergency radio station;and WHEREAS, Section 36.02(c)(11) of the City's Code of Ordinances provides that the City may acquire or contract for non teal property, goods or services without utilizing a Sealed Competitive Method or the Written Quotation Method where the City Commission declares by at least a four-fifth (4/5) affirmative vote that the Sealed Competitive or the Written Quotation Method is not in the best interest of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DELRAY BEACH,FLORIDA,AS FOLLOWS: Section 1. That the foregoing "WHEREAS" clauses are ratified and confirmed as being true and correct factual findings and are made a specific part of this Resolution. Section 2. The City Commission of the City of Delray Beach hereby declares,by a minimum four- fifths affirmadve vote, that the City's Sealed Competitive Method or Written Quotations Procurement Method is not in the best interest of the City. The City Commission declares that the attached Agreement between the City of Delray Beach and Granicus, Inc., which provides for the uninterrupted continuation of video/audio streaming of City Commission meetings, both live and archived, and audio streaming of the City's emergency radio station,is in the best interest of the City. Section 3. The City Commission of the City of Delray Beach hereby approves the continuation of services with Granicus, Inc., as stipulated in the current service agreement, section 8.1 TERM, at the current rate of $870 per month, attached as "Granicus, Inc. Service Agreement", The renewal period will remain in effect until such tirne that a competitive bid solicitation is completed and the City will exercise its option to terminate the agreement with or without cause upon sixty(60) days written notice to Granicus, Inc. Section 3. The City Manager is authorized to do all t4ings necessary and expedient to carry= out the aims of this Resolution. Section 4: This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED by the City Commission of the City of Delray Beach this the day of 2014. MAYOR ATTEST: City Clerk. GRANICUS,INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT(the"Agreement"), dated as of November 30, 2412 (the "Effective Date"), is entered into between Granicus, Inc. C'Granieus"), a California Corporation, and the City of Delray Beach(the"Clienf'). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii)continue with Client's existing solution as described in Exhibit A, (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 Crranicus Software and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services,as detailed 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 license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive_Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus' reasonable instructions with respect to the alleged defective Granicus Software. Page 1 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow anetlter Meeting Body, in or outside its ,jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. Restriction on use by another Meeting Body shall not apply to any meeting of the staff, City Commission or Advisory Boards or Committees of the Client. 3. 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 upon completion of deployment. For Open Platform and Government Transparency Suites, deployment is completed once the software is installed, tested, deemed by Granicus to be ready for Client's use, and good faith attempts have been made by Granicus to have Client training completed. Client will be invoiced a pro-rated amount for the new Managed Services from the deployment completion date through the end of the month. Thereafter, Client will be billed monthly. 3.3 Client agrees to pay all invoices from Granicus within thirty(3 0)days of receipt of invoice, provided that Client agrees to pray 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: City of Delray Beach Title: City Manager's Office Address: 100 NW 1St Avenue Delray Beach,FL 33444 3.4 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the Consumer Price Index for All Urban Consumers (CPI- U)percentage rate for the preceding twelve(12)months as of April of the current year(as found at The Bureau of Labor and Statistics website http:ilwww.bls.gov/CPI or three(3)percent a year on Client's Managed Services Fee,whichever is less. 3.5 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled traiuings 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 Page 2 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. 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. Customer will be provided with a minimum of ninety(90)days written notice prior to contract renewal for any increases to monthly managed service charges due to added features or functionality. 3.7 Customer Support. At no additional fee, Granicus will use commercially reasonable efforts to provide Client with reasonable telephone or e-mail technical support-twenty- four(24)hours a day, seven (7) days a week, via the office and after hours customer support lines and email address. Support information is listed in Exhibit B. Additional support of software enhancements or modifications may be requested by Client subject to Client's payment to Granicus of additional fees. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibilty 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-mall/spam; (iii)is defamatory or trade libelous; (iv)is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system,data, information,or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit 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 license 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. 5.2 Each party grants' to the other a non-exclusive, non-transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement,provided that any promotional materials Page 3 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 LLABIL= 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided"as is"and Granicus expressly disclaims any and all express or implied warranties, including but not limited to implied warranties of merchantability, 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 support; damages or costs relating to the loss of: profits or revenues, goodwill, data(including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence,statutory or otherwise). 7. CONFIDENTIAL INFORMATION&OWNERSHIP. 7.1 Confidentiality Obligations. 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, subject to applicable Florida public record laws. 7.2 Exceptions. The obligations of this Section 7 shall not apply with respect to any particular portion of the Confidential Information 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. 7.3 Contract Use Disclosure. The terms and conditions of this Agreement may be used by either party to disclose the terms and conditions to other local agencies in an effort to exhibit the following: the terms and conditions as fair and reasonable, or to determine the best value, or for marketing purposes,or to further business development. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for twenty-four (24) months after the date hereof This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. Page 4 After an initial one(1)year period,Client may terminate this Agreement with or without cause upon sixty(60)days written notice to Granicus. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) CIient'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 CIient 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 upon termination of this Agreement, Client shall immediately return the Open PIatform Hardware to Granicus, Inc. The Open Platform Hardware must be returned within fifteen (15) days of termination, and must he 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 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3,4, 5, 6.1, 6.2, 7, 8.3,and 10 of the agreement, 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, as described in Exhibit E, 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 Page 5 possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 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 Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law. The laws of the State of Florida 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 provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 10.4 lade endent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 10.5 Force Maicure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party,including without limitation acts of God,government regulations, shortage of supplies,act of war,act of terrorism,earthquake,or electrical,internet or telecommunications outage. IM Closed C__aptioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. Iu 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. [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 and Current Solution Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS,INC. By: Approved as to fore and legal sufficlen Ed Roshitsh By: Its: President CV9 Attorney r I�SSf Address: $00 Harrison street, Suite 120 San Francisco,CA 94107 CITY OF ELRAY BEACH B Name: David T.Harden Its: Address: 100 NW I"Avenue Delray Beach,FL 33444 Date: Page 7 EXIMIT A PROPOSAL AND CURRENT SOLUTION [The remainder of this page is left blank intentionally.] Page 8 9ranicus, 'roposait for the City 0"" Tav Beach , o r Granicus Open Platform and Government Transparency Suites 1 Proposal presented to: Dca&s Smith Assistant City Manager City of Delray Beach, rorida November 2b'? granicus. L LV November 30th, 2012 Dear Mr.Smith, Thank you for considering Granicus, we're excited to support your equipment replacement needs and your mobile streaming initiatives. It has been a pleasure to wos'k with the City of Delray Beach over these past five years and we look forward to c.-intinuing our rewarding, long-term relationship with you. This project is going Lo... Replace existing equipment with a fully managed Granicus Encodin Appliance • Enable live and on demand mobile streaming architecture a, Increase overall video quality with increased bit rate streaming & Offer downloadable media formats Provide Enterprise licensing for the Granicus iLegislate application • provide the latest Granicus technology with a conversion to the Open Platform and Government Transparency Suites ® License the City of Delray Beach for unlimited content and indefinite retention On the following fesv pages, you will find a breakdown of the proposed solution, some of our key differentiators, detailed pricing, and a checklist that outlines our next steps. Most Sincerely, C4-rL�- Christopher D.Voorhees Account Manager 415 357 3618 x 1166 Granicus, Inc. 2 .ei , - 120,Sari Frandsm,CA 94107 r " s Mj Ln en o O O oo a u i�rr. lu u p O L O © d 3 — r Q O r ! b N N 7 + [f1 ri to rV r a irp- CD CL L C 1 rm ra i+ ru �} ° y Q rtT vn L7 3 � U 0 cu U 4 ru U L .L.1 Z3 to C Q O1 QJ B in lA C i y N V) ru Y6 fu v ca v a7 C m L �' 6 ,� LA C +�-' -n m H -Q O Ln Ln E 4W d Q d 0 , > CQ I o a °a 41 m o - o E m c p a vF r ` o M _C °,� are n. ci � y � � L `n vii G1 tB ? L}j .0 •V ? k� C ` C c ra Z a 1 t I C m Q i LA i Ln ra v C di -0 tLo c Lm Ln m 0 co C co vs x Q m E m Lu LU C X - x rb CL m` o r6 `° u n u ♦ .0 VI _ R Ln Q1 7 'Q rU., L D7 d Q 7 Ct O w` d ■ Y , @ v o 0 C7 Q a n o ,4 L C d sn L t7 a c Ln us e � - rc nicuse P Granicuse Open Piatform The Granicus's Opan PfatfoEm is the cloud-based foundation for all Granicus applications. It alfows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools and includes free access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in place. The Granicus Platform includes the ability tc upload and publish content including videos and documents. Click here for mare ini-orrration on the Granicus Open Platform. a Unlimited content storage and distribution Open architecture and SDK Archived video editing and indexing t Cit;zen web portal Live and on-demand streaming to mobile devices Granicu o MediaManag,'�er MedlaManager is the cloud-based foundation for all Granicus applications. it allows government organizations to manage and store an unlimited amount of public meeting data. This foundation also includes the core of our content management, administration and distribution tools that are leveraged in each of our suites. The Granicus infrastructure includes free access to our APIs and SDKs to help you seamlessly connect your Granicus solution to systems in place at your organization. Granicus@ Open Platform Encoding Appliance The Granicus Encoding Appliance is designed and built to provide government organizations with a carnplet2 streaming solution. Each pre-configured applianc; is delivered ready to stream. Simply connect power, network and an audio/video source. Full appliance control is available through a wed browser or locally installed client application. The Granicus Encoding Appliance can be configured to store up to SQO GB of your most recent archived content. Standard encoding bit rates use approximately 1 GB of disk space for every 4 hours of content.Granicus Cloud Storage is unlimited. 8)qranicus. Granicus us°s pull streaming which requires a routable static public f? address and an inbound connection over TCP port 8080 (configurable) that gets forwarded to the App'iance. Streaming at standard bitrates requires GdGKbps upstream. In addi'don to a single stream to Granicus for unlimited pubic viewing, the Appiianca is capable of providing focal live and on-demand Unicast streaming for up to 50 internal viewers. All initial viewing requests are made an a Granicus hosted web page which examines the public 1P address of the request. Viewers that are determined.to be public, or outside the local netuod; are served the stream directly by Granicus and internal viewers are transparently redirected ro the Applianca on the local nerwork_ For organizations that need t4 sUpport more than 50 concurrent streams, Granicus offers the Performance Accelerator which moves the local distribution components on to a dedicated to internal streaming device. Government TransparenlC Sui Lt� The Government Transparency Suite gives your citizens greater access to public meetings and records online. Take the next step towards transparency and stream meetings and events live, link related documents to your video and provide advanced searching of archives.The Government Transparency Suite gives you unlimited cloud bandwidth and storage as well as local live and on-demand streaming for up to 50 concurrent viewers. This Suite also allows you to connect agenda data to the Wad to review agendas and supporting documents,take notes and more through the iZegislate application. Click here for more information on the Government Transparency Suite. 0 Stream unlimited meeting bodies and events live _ ,..... .�... 19 InteM-ent media routing • Index video in real-time and link to relevant materials Build reports and analytics on visitor trends • Electronic agenda syncing to the iPad offer downloadable media formats 5 granicus. Granicus provides a comprehensive Managed Services package with every solution to ensure long- lasting success with our tech,iolo„ies while maxil-nizing your solution's performance- Our fully managed and hosted infrastructure offers unlimited bandwidth, storae and the highest security standards of your data through a cloud-based platform. our remote, proactive systems monitoring guarantees faster response time, predicts problems before they arise,and helps reduce the cost of IT support and maintenance. The Granicus team works around-the-clock to ensure your applications are protected and operating srnoothi,. You also receive continual access to advanced learning to31s and the hands-on support, knowledge, and expertise of our skilled Support Engineers and Customer Advocacy professionals. ■ granicus. -0po P f Sa '�, CUnr�_C t3n� gnv:s�rm:;:.r[ --^-^---. .�._•----- -----•-• -____--..»... __�_.�_. _—_--.�_�...-_..._.� E en > 8 aC C u c •� �b le CZ Professional Services Q o b " = � � a - It: - Encoding Appliance i + ! ■ + One-time installation of an an premise unified encoding and storage appliance. _ Hosted Web-Based Application "+ • 9— —�. T + Acttvatlon of a hosted media and content management appftcation. Agenda Parser - r Installation of the agenda parser to read and ■ • parse documents autom^fiically. Meeting Software ■ i • _ r Local Installation of software in-meating 1 chambers to boost minutes efficiency. ~ -�Y-Y-_.�.� -�--� —_^— ----•- Application installation to live broadcast text Public Display i • displays of meeting actions to-person, online,or over TV. Touch-screens - Local installation of tduch-screen monitors a and applications in meeting chambers. Workflow Assessment e • Careful workflow review and software configuration. Hands-on guidance and support to ensure Workflow Implementation -'Y- ^^- + F smooth and successful user adoption. Onsite Training and Meeting Support � + ! X Day/ 1 L'ayj-_-'-On-premise support and mentorship to 1 MB* SysAdmin guide users during a i[ve meeting. ' Se]fpaeed-Onitne ■ + • i + On-demand online training courses accessible anytime,anywhere. Instructor-led Online Training Series 6hrs/ Y 12hrs/ 5Day Live online training led by a training jS Users g Mg Csmbo w professional in a classroom environment, - -- - — _ Gnsne — i Ons[te Training and Meeting 5upport i r 1.5 Day/ 5 Dey' Intensive hands-on training at the clients' 1 M6* t wo;niyo r/ location to address unique user needs. j Ortiine i. =M M Standard tNebsite integration ■ Standard media player and media portal _ embedded into customer's branded website. Customized Website Integration Custom design and integration of a media • • • player and media portal to match the look and feel of the customer's branded website. Legislative Portal Webs to Integration I Standard portal for legislative Information ' • that matches the look antl feel of customer`s {• branded webs[te. Document Assessment f Analysis of current document layouts to F ■ • a ensure content Imparting and management is successful. Customized Agenda Template - - Development of an HTML agenda template ' ■ • i • to support indexing,search,and electronic I comments. Custom¢ed Woutes Template - - Development of a minutes template in ■ H TML or Microsoft Word to support video ' — ---- - links. Standard Reports + Standardized report templates for agendas and minutes. , Public Display Template ■ Confi oration including graphics, w1ors, _- fonts,and standard text elements. www-wririals.(Mm 600 A Dgranicus. __ __ .111t,,.,) _rc,�_ nnl it • World's most experienced provider of government transparency, citizen particfoation, meeting efficiency, and legislative management solutions rAth: • Over 9GO cNencs in all SO states,at every level of government • Over 31 million government webcasts viewed • More than 265,350 government meetings online • f=irst fully integrated legislative workflov, management system for local government Opien API architecture and SDK zIlow for seamless incegrations with systems already in place Certified integrations provide flexibility and choice of agenda workflow solutions • Excfusive provider of a native /Pad application that allows users to review agendas and supporting materials, bookmark and take notes on items, as well as stream archived videos • Only government webcasting service to provide encoding, minutes annotation, transcription, and closed captioning services • Truly unlimited storage and distribution for all meeting bodies and non-meeting content • Indefinite retention schedules for all archived meeting and non-meeting content • Only provider of bath government webcasting and citizen engagement services 24/7/365 customer service and support O 97%customer satisfaction rating,98.591a client retention rating • One of the 100 companies that matter most in online video by Streaming Media magazine • Ranked 185 on Delaitte 500 Fastest growing companies • Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here. http://­www.granfcus.com/Clients/Case-Studies.aspx 8 mmPba.. — 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 568 Howard Street, Suite 300,San Francisco, California,94105. (b) Telephone Numbers. Office staff may be reached from 8:00 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)357-3618 opt 1 from 5:00 AM to 6:00 PM Pacific time. After hours or in case of a technical support emergency,the support staff may be reached at (415) 655-2414, twenty-four (24)hours a day,seven(7)days a week. (e) Internet and E-mail Contact Information. The website for Granicus is hgp:/Iwww.granicus.com. E-mail may be sent to the support staff at support anicus.com. 2. Recognized Client Representatives. 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 for 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. Si Wort Policy. When Granicus receives 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 for 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 time 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. In the case that emergency maintenance is required,the Client will be provided as much advance notice, if any, as possible under the circumstances. Every effort shall be made to arrange scheduled maintenance so that it does not interfere with Client's live streaming events. 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 C'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 Page 9 parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 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. 52 Accepi mee. Client understands that all work contemplated by this exhibit is on a"time- and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus' completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Granicus with written notice of its acceptance or rejection of the enhancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 5.3 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. fEnd of Support Information,] Page 10 EX=IT C GRANICUS,INC. HARDWARE ENMBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the hardware components of the Granicus Solution (the "Hardware")provided by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. 1. Price. The price for the Hardware shall be the price specified in the Proposal. 2. Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Granicus will select the shipment method unless otherwise mutually agreed in writing. Granidus retains title to the Hardware. Granicus retains title to and ownership of all Granicus Software installed by Ch anicus 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 foIIowing delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Service Response Time. For Hardware issues requiring replacement, Granicus shall respond (via written or verbal acknowledgment) to the request made by the Client within twenty-four (24) hours. If confirmed by Granicus that Hardware requires replacement, Granicus will deliver replacement hardware directly to the Client after such confirmation via overnight shipping. The Hardware and software will be configured to the original specs of the client. Once the Hardware is received Client's responsibilities will include: a. Mount server on client rack(if applicable) b. Connecting original network cables. c. Connecting original audio and video cables(if applicable). 5. DISCLAEWER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE PROVIDED UNDER SECTION 7 BELOW, GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE Il1IPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS. G. LEWffATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. Page 11 7. Managed Hardware.In the event of malfariction for Managed Hardware provided by Granicus, Granicus Hardware that is maintained as part of a managed Open Platform service will be repaired or replaced as part of the managed services as long as Client is current with Client's monthly subscription payment.The key features of the Managed Hardware are as follows: • Robust support for hardware,O/S, and applications • 7x24x365 phone, chat and email support from certified experts ® In the event of Hardware failure,Granicus will deliver overnight replacement hardware directly to the Client. Escalation management. Granicus provides the above mentioned services under Client's acknowledgment that all Granicus tools,and systems will be installed by the manufacturer chosen by Granicus within the Managed Hardware,provided to the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and warranty, should the Client decline these recommended tools,certain levels of service and warranty may not be guaranteed. 8. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, 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 long as such Hardware is then under the manufacturer's warranty. 9. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved Hardware. In order to provide the highest level of support, Granicus requires the use of Granicus-approved Hardware in your solution. While it is Granicus' intention to provide all clients with the same level of customer care and continuous software upgrades, Granicus does not make any guarantees whatsoever in the event Client uses non-approved hardware. 10. Client Changes to Managed Hardware Prohibited. In the event changes are made by Client to the managed hardware without the approval of Granicus, Granicus may charge Client a one-time fee of two hundred fifty ($250.00) dollars to restore the system back to standard settings. Such changes may include;,but are not limited to: operating system level changes;third party software installations; changes to Granicus software, and/or configurations; and/or changes to third party system and/or network monitoring tools. [end of Hardware Exhibit]' Page 12 EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks granicus Granicus logo as a mark Granicus® MediaVaul? Mobile Encoder' Outcast Encoder' StreamReplicator" Granicus Trademark Names TM Integrated Public Record= Intelligent Routing LinkedMinutes- LiveManager� MediaCenter MediaManager'�' MeetingMember MeetingServer' Simulcast Encoder"m Votecast VoteCasim CIassic VoteCae Touch Client Trademarks Pa®e 13 EXHIBIT 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: Vidco/Audio files made available through optional media: data CD, external hard drive, or Granicus provided FTP site. A CSV, XML, and/or database file will be included providing clip information, and/or Iegislative content. If Client supplies the external hard drive,this option shall be provided free of charge. • 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 using the Granicus Application Programming Interface. 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(60) day termination period. Granicus has the right to delete Content from its services after sixty(60) days. Page 14 i RESOLUTION NO. 57-14 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DELRAY BEACH, FLORIDA; APPROVING THE CONTINUATION OF SERVICES FOR VIDEO/AUDIO STREAMING OF COMMISSION MEETINGS AND AUDIO STREAMING OF THE CITY'S EMERGENCY RADIO STATION WHILE THE CITY ENGAGES IN A COMPETITIVE BID SOLICITATION; DECLARING BY A FOUR-- FIFTHS AFFBIMATWE VOTE THAT THE CITY'S SEALED COMPETITIVE METHOD OR WRITTEN QUOTATIONS PROCUREMENT METHOD FOR THE PURCHASE IS NOT IN THE BEST INTEREST OF THE CITY; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Delray Beach City Manager's Office seeks approval for the continuation of services with Gtanicus, Inc. to provide video/audio streaming software and managed services for City Commission Meetings and the City's emergency radio station for a period of no more than twelve months cotanencing December 1, 2014 at the current rate o£$870 per month for a total annual fee of$10,440;and WHEREAS, Grawcus, Inc. is in the business of developing, licensing and offering for sale various streaming media solutions specializing in Internet broadcast and related support services, providing such services to the City since 2007, and staff has determined that Grani.cus, Inc. is the provider to best serve the City's interests-while the City engages in a competitive bid solicitation;and WHEREAS, the current Agreement currently in effect with Gtanicus, Inc., which commenced on November 30, 2012, expires on November 30, 2014 at wb.ich time this Agreement allows, at the City's discretion, for the automatic renewal of three (3) additional terms of one (1) year each, unless either party submits written cancellation at least thirty (days) prior to such automatic renewal that the party does not wish to renew this Agreement and also allows that the City, during the renewal period,may terminate the Agreement with or without cause upon sixty(60) days written notice to Granicus, Inc.;and WHEREAS, during the continuation of services period the City will engage in a competitive bid solicitation for vendors that provide combined services of video/audio streaming and agenda processing, with an estimated completion date no later than February 27, 2015,which will be presented to the City Commission for consideration and approval of vendor selection; WHEREAS, utilization of the City s competitive procurement methods for the purchase of video/audio streaming is not practical or cost effective due to the City's immediate need for services to maintain government transparency by providing the public with convenient access to live as well as atchived video/audio streaming of City Commission Meetings and audio streaming of the City's emergency radio station; and ERFAS, Section 3G-0-9(c)(11) of the City's Code of Ofri-nn nces provides that the City may acquit or contract for non.-teal property, goods of seivices without u0i7ing a Sealed Compedtive Method or the Wji.tten Quotation Method where the City CominisSiOn declares by at least a foot-fifth (4/3) a.ffiLt .tive Vot that the Sealed Competitive or t11e Written Quotation.Method is not in the best interest of the City.- NOW, "THEREFORE, BE IT RESOLVED BY TFIE CITY COMIVHSSION OF HE CITY OF DELR:AY BEACH,FLORIDA,AS FOLLOWS: Section That the foregoing "W'I-IERE�IS" clauses are ratified and c0nfi macd as being tj--uc an coirect fac vial.findings acid ate made a specific pa,tt of this Resolution. four- Section 2. The City Corrosnission of the City of Delmy Beach hereby declates,by a-minimum imum four 'I fifths afft iatve vote, that the City's Sealed Competitive Method or WWtten Quotations ProcmementI1Ietho i is not in the'best interest of the City. The City-,Commission declares that the attached Agreement between th City of Delta y Beach and Gn nicus, Inc., which ptovides for the uninterr--upted continuation of video/audz stteaming of City Conunission ineetings, both live and archived, and audio sttean-ing of the City's et=actgen zadi)station,.is-in the best interest of the City. Section 3.t The City Colnnu-ssion of the City of Delray Beach hereby approves the continuation of selvices-)V th'•Gtan cus, Itac., as stipulated sn the cttr�ent se�:v%ce ag eem.ent, section 8.1 TERM. at the Cuicen gate.of $870,per moxith; at(.ched as "Graniicus, Inc. Service Agteement",,The rmoe xml petiod Fill teinain effect until such time that :t competitive bid solicitation is coinpleted and the City will exetcise its option t tern i_nate the agreemea�t with or without cause upon sixty (GO) days wtiCten notice to Gtanicus,Inc. Secfiaan 3. The City Manap et is authorized to do all things necessary and expedient to catry out the .aims of this Resolutions. Section 4: This Resolution-shall take effect imiuedi�-jtely upon adoption_ , PASSED AND 1 OPTED by the City Coninaission of. e o Delray Beads this.the�J aay o MAYOR ATTEST: r ' ity Clerk