HomeMy WebLinkAbout2009-073 IT- Granicus Inc. - Service Agreement@°~/17/2Q439 11:11 9196443324
FINANCE
GRANXCUS, IENC. 3E1tVICE AGREEMENT
~~,,~. ~
RAGE 02
TkIIS SERVICE AGREEMENT (the "Agceertrent"), dated as of Septetxiber 4, 2009 (the
"Ef#'ectlve Da#e'~, is enured into between Granicus, Inc. {"Granicus"), a California Corporatiozt,
amd the Orange County {the "CUieatt"), a body politic and carparate of the State of North Carolina.
Capitalized terms used in this ,Agreement have the tzteanings given them in Sectaort 13.
A. WHEREAS, Granicus is in the business o#' developing, licensing, and offerittg far
sale various streaming media solutions specializing in J;taternet broadcasting, and related support
services; and
B. WHEREAS, Granicus desires to provide grid Client desires to (i) pttn;hase the
Gxartieus Solutivzt as set. forth in the Proposal attached as xtzib'x~4 to facilitate streaming and
distribution of live and archived digital nxedia content, (ii) engage Graxicus to integrate its
Granicus Software onto the Customer Website, (iii} use fire Granicus Solware subject to the ternas
and conditions. set forth in rhos Agreement, and (iv) contract with Granicus to administer the
Streaming Solution thtbugb. the Managed Services set forth in the Proposal.
NOW, THEIt)EFORE, izt consideration of the foregoing and the mutual agreerbents,
covenants, representations and warranties hercirt contained, the parties hereto agree as follows:
1. GRANICUS S4,F'I'WARE ANI7 MANAGE ~RVICES.
l.i Software and Services. Subject to the terms and cotditions of this Agreement,
Granicus will provide Client with the Granicus Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in the 1roposal attached as Exhibit A.
1.2 The )?~Qposal. The Proposal specifies certain terms, conditions, payments and
obligations on the products and services to be provided by Granicus to Client. The Proposal is an
additional part of this Agreement and incorporated herein by reference. In the event that any of the
provisions of this Agreement are in conflict with the Proposal, the provisions of this Agreement
will prevail.
2. GRANT QF LICENSE.
2.1 pwnershiu. Granicus, and/or its third party supplier, owns the copyright aadlar
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Cxirazticus agrees to pro~ride Client with a revocable, non-transferable and
non-exclusive account to access the Cnanicus Software listed in the Proposal and a revocable, non-
sublicensable, non-transferable and non-exclusive night to use the Granicus Software. All Granicus
Software is proprietary to Granicus and protecked by intellectual property la~vs and international
intellectual property treaties. I'uxsuant to this Agreement, Client tray use the Granicus Software to
perform its own work and work of its customers/constituents. Cancellation. of fire Client's
Managed Services will also result in the imrnediate tern~itxation of the Client's Software license as
described iu1 Section 2.21aereo~
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections ~.2 and 7.3 of this
Agreement, Granicus warrants that the Cnanicus Software, as provided by Granicus, will
substantially perforzxt in accordance with its applicable written specifications for as long as the
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Client pays far axed receives Managed Services. Client's sole and exclusive remedy fox any breach
by Granicus o£ this warranty is to xxotify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opporturAity to correct or replace t2~e defective Granicus
Sofwart. Client agrees to cozzzply with Granicus's reasonable instJUCtions with respect to the
alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Gxanicus retains alI ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a thud party, to: (a) utilize the Gxatlicus Software in the capacity of a service
bureau or on a time share basis; (b} reverse engineer, decontpile or otherwise attczrapt to derive
source code from the C,ranicus Software; (c) provide, disclose, or otherwise make available the
Gratzicus Software, or copies thereof, to any third party; ox (d) share, loaJ>., or otherwise allow
a>Etother Meeting Body, in or outside its jurisdiction, to use the Cranicus Software, or copies
thereof, except as expressly outlined izz the Proposal.
2.5 Licensee Obligation for Security. Client shall take appropriate action by
ixastruction, agreetnent, or otherwise with those of its employees and third party agents having
access to the Crxanicus Software to restrict and control the use, copying, modification, disclosure,
transfer, protection, and security of such GIanlCUS Software is accordance with the provisions of
this ~greetnent.
2.6 Licensia~g„~pes. Components of the Cranicus Sof~vaxe axe licensed as follows, as
further provided in the Proposal attached as it A:
(a) by Site: bandwidth and storage components, MediaManager )basic, lvlediaManager
Enterprise, podcasting (both audio-only and audio/video);
(b) by Install: Outcast Encoder, MediaVault, StreamReplicator, VotingSystem,
Mobi]eEncoder (both audio-only and audio/video);
(c) by Meeting Body; MinutesMaker, agenda woxk#low integration, AgerJda Parsers,
Closed Captioning.
2.7 General. Client and Granicus agree to take reasonable steps to comply with all
applicable local, state and federal laws and regulations issued pursuant thereto.
CUSTQMER SLJI?PORT• SALE AND Iv1,A,IN~'ENANCE OF ~ WARE
3.1 Customer Support. At >u~o additional fee, Granicus will use commercially
reasonable efforts to provide Client with reasonable telephone ox a-mail technical support twenty-
four (24) hours a day, seven (7} days a week, via the office and alter hours customer support Runes
and email address. Support Information is listed in Exhibit E. Additional support of Soltwaie
enhanccz~nents or modifications maybe requested by Client subject to Client's payment to Granicus
of additional fees. tranieus nlay update a>Ixd revise the Granicus Software periodically anal will
provide such updates to Client as they are made available.
3.2 Sak anal Maintenance of Hardware. Where the Granicus Solution includes the
purchase of Hardware from Granicus, the sale and maintenance of such Hardware shall be
governed by the Hardware Exhibit attached as ibis C.
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4. PAYMENT OF l?EES
4. T Upon execution of this Agreement, Cn•anicus shalt invoice and the Client agrees to
pay fifty percent (SQ%) of the cost of Granieus Snflware and Professional Services as outlined in
the Proposal.
4.2 Upon delivery of any purchased Hardware to Client, Granicus shall invoice and the
Client agrees to pay the cost of the Hardware (includinng shipping costs) in full, as outlined in the
1'raposal.
4.3 Upon the completion of ]?base 1 Traittixt.g, Gzatxicus shall irxvoice and the Client
agrees to pay the remaining fifty percent {50%) of tl~e cost of Granieus Software axed Pro~'essional
Services as outlined in the Proposal.
4.4 Monthly billing fox Managed Services shall begin upon completion of Plaaso 1
Traiuaing, as agreed upozz in the l?~rapasal.
4.5 Client agrees to pay all invoices froth trranicus within thirty (30) days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Grsnicus on a xrtonthly
basis, no later than the first day of each month in advance of services. Granicus, lxxc. shall send all
inVaiCeS t4:
Name: Tc-dd F._ .Tnrtea
Title: S:hieflnfp,~a~~ ,~'~ePr
Address: P 28^x Rt R1
~llst~e;sum,-~~G Z_'~27~
4.5 Upon renewal of this Agxeenaettt, Granieus xctay include (in which case Client
agrees to pay) a maximum increase of three (3) percent a year on Client's lvtanaged Services Fee.
5. CONTENT PROVIpE~ Tp ~l2~TZCUS
5.1 Responsibilityfor Content. The CIient shall have sole caniral and responsibility
aver the determination of which data and in~orrnatian shall be iuncludetl in the Content that is to be
transmitted, including, if applicable, the determination of which cameras and micraphanes shall be
uperational at any particular time and at any particular location. However, Granicus has the right
(but not the abligatiott) to remove any Cante,at that t;rranicus believes violates any applicable law
or this Agreement.
S.Z Restrictions. Client shall not provide Granicus with, qtly Caxateut that: (i) infringes
azty third party's copyright, patent, trademark, trade secret ar other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, ixxcludixg without liaxaitatian the Laws and regulations
governing export contro] and e-maiUspam; {iii) is defamatory or trade libelous; (iv) is pornographic
ox obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, tlixeatening, imdecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) is hatnn£ul to t~aixxars; ax (vi) coxatains any viruses, Trojan horses,
worms, time bombs, or any other similar software, data, or pxogranas that xnay damage,
detritnentally interfere with, izrtercept, or expropriate any system, data, information, or property of
another.
S.3 ~~de~jt cation_ Client agrees to indemnify, defend and hold harmless taranicus,
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its officers, directors and employees, frotxt and against axay lasses, damages and expenses
(including lawyers' fees) atising out of or relating to any third party ciairns made agaiztst Granicus
based on Client's use of the Granioits Solution itcluding, without lim~itatiozr, any claims that Client
has copied, distributed or transmitted any image files in violation of any third party's rights ax has
directly or indirectly ezcported or transnTitted the Content in violation of any applicable export
restrictions. Granicus agrees to indemnify, defend and hold harmless Client, its offteers, dixrxtoxs,
ageztts and employees, from and against any losses, damages and expenses (including lawyers'
fees) arisitsg out of or relating to any third party claims made against Client based on any act or
anussion by C-n•araicus, its agents, or etxzployees in the performance of this Agreement.
5. TRADEMAR~OWNER5HIP. Granicus and Client's Trademarks axe listed in the
Trademark Information exhibit attached as Exhibit D.
(a) The Client shall retain all right, title and interest in and to its Trademarks,
including any goodwill associated therewith, subject to the limited license ranted to
Granicus, Inc. pursuant to Section 6 hereof. All goodwill arising front use of Client's
Trademarks is solely for Client's benefit. Upon arty terntzrtatiorn of this Agreement,
Crranicus's right to use Client's Trademarks pursuant to this Sectioxt 6 textnirtates.
(b} Granicus, Izac. shall retain all right, title arxd interest in and to the Granicus,
li~c. Trademarks, irteluding arty goodwill associated therewith, subject to the limited
license granted to the Client pursuant to Sectiaz~ b ttexeof'. Upon any termination of this
Agreement, Client's right to use Gtanicus' Trademarks pursuant t4 this Section 6
terrrtinateS.
(c) Each party graxtts to the other anon-exclusive, nan-transferable (other than
as provided in Section 8 hexeofj, limited license Ca use the other panty's Trademarks as is
reasonably necessary to perform its obligations under this Agreement, pxovided t>;xat any
promotional materials eozttainizrg the other party's tzademazks shall be subject to the prior
written approval of such other party, which approval shall not be uraxeasoztablf withheld.
(d) ~Teitlter party shall use the otter party's Trademarks in a manner that
disparages the other party or its products or services, ox portrays tYte other party ox its
products or services in a false, competitively adverse or poox light. Each party shall take
commercially reasonable efforts to comply with the other party's requests as to the use of
the other party's Trademarks and shall avoid any action that diminishes the value of such
Trademarks.
(e) The parties agree that Granicus has the right to mention the parties'
relationship and to use Client's Trademarks including its name and logo in marketing to
client and prospective eliertts, attd to list Client as a customer on the Granicus website(s).
7. SECURITY: LIMITATION OF Y~~
7.1 Security. of Data. Cxraaieus will take coxxtzxtexcially reasonable efforts to protect
and control access to Client Content hosted as part of the Managed Services. However, Client will
be responsible for the creation and protection of its usezzxamc and password for accessing the
Granicus Solution.
7.2 Warraxt~ Disclaimer. IrXCEPT AS EXPRESSLY PROVIDED I;IER,EIN,
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GRANICUS'S SERVICE+S, SOFTVIrARE A.NO IaELIVERAALES AItE FROVII]ED "AS IS"
AND GRANICUS EXPRESSLY DISCLAIMS ANY AND AI,.L EXI'RESg pR IMPLIED
WA,~1tRANTIES, INCLUDINCx k3UT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT Ok' THIRD PARTY RIGHTS, AND FITNESS
FOR A PARTICULAR PURPOSE. GRA.NICUS DOES NOT WAIt.RANT THAT ACCESS TO
aR trsE OF ITS SOFTWARE OR SERVICES WILL BE UNI.NTERI2,i,TQTE~ OR ERROR
FREE. IN TIE EVENT OF ANY INTERRUPTION, GR.ANIGUS'S SOLE (7BLIGATION
SHALL BE TO U'SE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS.
7.3 L~tatxtatiott of Liabilities. TO THE MAXIMUM EXTENT PEItMI'I'TEI7 $Y
APPLICABLE LAW, cJRANICUS AND ITS SUP1LIERS ANI7 LICENSORS SHALL NOT HE
LIABLE FOR ANX INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, WHETHER FORESEEA,~LE 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 UR. REVENUES, GOODWILL, DATA
(INCLUDING LOSS OF USE OR OF DATA, LOSS OR INACCURACk' c7R CORRUPTION OF
DATA}; OR COST OF PROCUREMENT OF sUBSTTi'UTE GOODS, SERVICES OR
TECHNOLOGY, EVEN IF AI7VISEx7 OF T'HE POSSIBILITY OF SUCH DAMAGES AND
EVEN IN THE EVENT OF THE FAILURE OF ,~,,NY EXCLUSIVE REMEDY II~r NO EVENT
wILI. GRANICUS'S AND TTS SUPPLIERS' AND LICENSORS' LIABILITY EXCEED TWO
TIMES THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT REGARDLESS OE
THE FORIvI OF 'I'I-IE CI.,A.IM (INCLUDING WITHOUT LIMITATION, ANY CONTRACT,
PRODUCT LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE}, STATUTORY OR
OTHERWISE).
CONFII)ENTXA,L INFORMATION & OWNERSHIP.
8.1 Canfidentiality Obli atians. Each party agrees to keep confidential and xxot
disclose to arty third party, arxd to use pz~ly fox purposes of, perfarrnirzg ar as otherwise permitted
under this Agreement, any Confidential Information, The receiving party shall protect the
CanEdeztiial 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 patty
agrees not to disclose the Conftdential Iztfortxtation to any of its Representatives except those who
are required to have the Confidential Information in connection with this Agreeixtent and then only
if such Representative is either subject to a written confidentiality agreernent oz otherwise subject
to fiiduciary obligations of confidentiality that cover the confidential treatment of the Confidential
Information.
8.2 Excebtions. The obligations of this Section 8 shall not apply with respect to any
particular portion of the Ganfldential Infot'txtation if such confidential information is subject to
production under North Carolina Public Records Laws OR if receiving party cant prove by
appropriate documentation that such Confidential Information (i) was known to the receiving party
as shown by the receivixg party's files at the tinge 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 tithe of the disclosure thereof, or (iv) is required by
law or government order to be disclosed by the receiving party, pxovxded that the :reeeiviztg party
shall (notify) the disclosing party in writing of .such required disclosure as soots as reasonably
possible prior to such disclosure, (ii) ase its commercially reasonable effotts at its expense to cause
such disclosed C;orafider~tial znfarznatiar~ to be treated by such governmental authority as trade
secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain
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such other protective orders and protectyons with respect thereta as the disclosing party may
reasonably request. It shall be the sole responsibility of Granicus to defend any action in which a
third party seeks the production of information, through North Carolina Public Records Laws, that
Graxtieus detexxxxines is Confidential Lnforniation, as described in this section, and not subject to
such North Carolina Public lZ.ecoxds Laws.
8.3 Contract Llse Disclosure. The terms and conditions of this Agreement may be
used by either parry to disclose the tcrrrrs and conditioxs to other local agencies art an effort to
exhibit the following: the terms and conditions as fair and reasonable, ox to determine tlxe best
value, or for xxxarl<eting puzposes, or to further business development.
9. DISCLOSURE OF~4GRF.EMENT; INT~,L.O,S',P~L ARRANGE~yfl:~NTS.
9.1 Disclosure of A~reemetxt Terms. The terms and conditions of this Agreement may
be disclosed by either party to other public agezxoies fox the purpose of such other agencies
puxchasirig services under this Agxeexnent pursuant to an intexlocal ox coopG-native an-an$ement
with Client. In addition, Gxanicus may disclose the terms anal coxxditioxxs of this Agreement in an
effort to show that the teams offered to anotlxez public agency axe f'aix axed xeasotxable or to
determine the best value. It is understood that Granicus shall not be precluded from disclosing the
terms and conditions of its form of Service Agreement to any other third party at Gxarxicus's sole
discretion and for any reason.
9.2 Liicluded Paxties• Interloca] Agreement Pursuant to arty ixxtexlocal,
intergvveminen#al, or other such cooperative agreement with Client, Granicus will accept ciders
fxoxxx, and Will furnish the Grabuicus SoRware, Hardware, 1?rofessional Services, and Managed
Services as outlined in the Proposal to any govexnxxlerttal agency ox other public entity authozized
by Client to use the Proposal, based upon substantially the same terms and conditions of this
Agxneixlent, with. the exception of price schedules.
«Please insert the agencies with which you have Interloca] Agreements with here~•~•
~.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract
separately with other similar or related political subdivisions (i.e., colleges, sclxool districts,
counties, cities, etc.j of C1ienL, based upon substantially the same terms and conditions of this
Agreement, with the exception of price schedules, tax an effort to establish the ternzs and conditions
as fair and xeasorxable.
10• '1'~~tM AND ~'E~J3N,A~TIQN.
10.1 Texxn. The texna of this Agxeexnenx shall commence on the date hereof and shall
continue in full force and effect for one (1) year after the date hereof. This Agreerrient shall
autoixaatioally renew fvr an additional three (3) terrxis of one (l} year each, unless either party
txotifies the other in writing at least tlxirty (30) days prior to such automatic xex~e~x~al that the party
does not wish to renew this Agreement.
10.2 Texxxxination. This Agxeemettt may be terxniuxated, in whole or in part, pursuant to
the following terms and conditio»s:
{aj after one year fratn the Effective 17ate, by the Client fox corlvenieixce, upon
sixty {60) days prior written riotiae to Gxanicus;
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(b) by either party if the other party. materially defaults or breaches this
Agreetxxent and fails to cure such default or breach within sixty (tiQ) days following receipt
of written notice frosxl the noi~ breaclvng party.
ICf,3 Rights Upon Termina 'on , Upon any expiration or termination of this Agreement,
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, tetazzittates and Granicus has too further obligation to provide any services;
(b} Client lass the right to keep any purchased Hardware, provided that Client
removes attd/or uzzinstalls any tranicus Software on such Hardware; and
(c) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, attd within thirty (3t?) days at' termination, Client shall deliver a
written certification to Granicus certifying that it no longer has austady of any copies of the
Gtataicus Software,
14.4 Ql~j~gations Unon Termination. Upon any tennination of this Agreement,
(a} the parties shall nsrzaaixz responsible for any payments that have become
due and owing up to the effective date of terminations;
(b) the provisions of. Sections 2.1, 2.4, 2.5, 4, S, 6, 7.2, 7.3, 8, 9,1, It}.4, 11, 12
azzd 13.hereof, and applicable provisiozzs o£ the Exhibits intended to survive, shall survive
termination of this Agreeznezzt and continue in frill force and effect;
(c) pursuant to the 'I'ernaination or Expiration Options Regarding Content
attached as xhi it E, Granicus shall allow tlae Client litnited access to the Client's
Content, including, but not lizxrated to, all video recordings, timestaznps, indices, and cross-
referenced documentation. The Client shall also have the option to order hard copies of the
Content iza the form of compact discs or other equivalent farznat; azzd
(d) Granicus has the right to delete Content within, sixty (ti0) days of the
expiration or termination of this Agreerraent.
l 1. PATE~1'I'. COPYRIGHT A.ND TRADE SECRET INFRINGEMENT.
11.1 S~itellectual Ftopert~Indezruzity. Subject to the tezxzzs and conditions of this
Agreement, Granicus will defend stay suit brought by a third party against Client to the extent
based on a claim that the Granicus Software infringes any United States patent, copyright, trade
secret or trademark, and Granicus will pay gray fanal judgment rendered on, or settlement agreed to
ia, writing by Cxranicus with respect to, such claitn, 't`hese obligations are contingent upon Client
promptly notifyitag Granicus in writing of any claims or threatened claims, Granicus having sole
control over the defense and all negotiations for settlement of any such claim, and Client giving all
reasonable assistance to Granicus in the defense and settlement of the claim. These obligations are
further subject to Client being in compliance with its payment obligations under this AgreezrzexAt,
Granicus wilt not be responsible for any settlement it does not approve in writing. THE
FOREGGIlVG IS 1N LIEU OF ANY V1TAdtRAbT'I`SES OF NONINFRINGEMENT, WINCH .A:RE
DISCLAIMED.
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11.2 ieus's Options. If the Granicus Software becomes, or in Granicus's opinion is
likely to become, the subject of an infringement claim, (,ranicus Wray, 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 deteaxnines that neither of the foreleoing options are
reasonably available, Granicus may cease providing the applicable services or require khst Client
cease use of ar~d destroy the Granicus Software.. In that event, and provided that Client returns or
destroys (and certify to such destruction of) all copies. of the t"'ranicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under ~e
current Agreement.
11.3 Limitations of Indemnity. Granicus's obligations under Section 11 do not apply to
any claims, damages or liabilities arising out of or relating to any of the following ("Excluded
C".lalms"): (i) the combination of the Granicus So#lware with any other software, products,
hardware, component, process or material not obtained from Granicus; (ii) any modification to the
Granicus Software (unless made by Granicus) if the alleged infringement arises from suci~
modification; (iii) use of the Granicus Software in a mataner aot permitted by or in breach of this
Agreement; (iv) Customer's failure to use replacement or modified Granicus Software that
provides substantially similar functionality as the original Granicus Software and the replacement
or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v)
Granicus's compliance with Client's instructions, specifications or requirements. Client will
indemnify and hold harmless Granicus with respect to any and all Excluded Claims.
12. l~1lscE>11,;A.~rl4ou s.
12.1 Insurance Requirements. Granicus understatads arad agrees to comply with the
standards and requirements that Client has set forth in the Insurance Requirements listed in Ex 'bit
F.
12.2 Export Restrictions. The parties will comply with all applicable laws, rules and
regulations, including tx.port laws, in its performance under this Agreement. In particular, Client
aoletaowledges and agrees that the Granicus Software and other materials provided by Granicus are
subject to regulation by U.S. Govetxtment agencies and other governmental authorities, and Client
agrees not to directly or indirectly export, re-export or. import arty suet raterials without first
obtaini~ all required licenses and permissions.
12.3 Assignment' Succesao~g and Assir~ns. 1Veither this Agreemment nor any rights or
obligations herein may be assigned by either party, by operation of law or otherwise, without the
written eanse~zt of the other party; provided, however, that, without the consent of the Client,
Graxxieu5 may assign this Agreement in connection with a merger, consolidation, assignment, sale
ar other disposition of the nxajority of Cnanicus's stack or substantially ail of the assets or business
relating to the portion of ~rranieus's operataans that is the subject of this Agreement. This
Agreement shall be binding on and inure to the benefit of the patties hereto snd their heirs, legal
representatives, successors and permitted assigns.
12.4 Amert~dx„~ent and Waiver. '£kus .A,greemcmt may be arxiended, modified, waived or
canceled only in writing signed.. by each of the parties hereto or, it1 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.
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12.5 Qoverning Law. 7'be laws of the State of North Carolina shall govern the validity,
construction, and performance of this Agreezttent, without regard to its conflict of law principles.
Actions relating to this Agreement shall be brought in the state or federal courts lacaied in and
serving Uraxtge County, North Caralina. Bach of the parties consents to the personal and exclusive
jurisdiction of that court for this purpose.
12.b Construction attd Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. Zf any provision of this
Agreezztent 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.
12.7 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
12.$ noun arts. This Agreetxtent may be executed in two or more counterparts, each
Of which shall constitute an original, but all of which, when tsken together, shall constitute one and
the same instrument.
12.9 Entae Agreement. This Agreement, including the )Proposal attached as Exhibit A,
and other applicable exhibits (which Wray include the Contact Jnformation attached as Exhibit 13,
the Hardware Exhibit attached as Exhibit C, the Trademark Titforntatian listed in Bxhibit D, the
Terntit>.ation or Expiration Options Regarding Content provided izt Bxh' it E, and the Insurance
Requirements listed in Exhibit , is the entire agreement of the parties and replaces any other
understandings or agreements (whether oral or w~,tten) between the parties regarding the subject
rnatttr of this Agreement.
12.10 tices. All notices and other eontmunieations required or permitted under this
A.greetxtent must be in writing artd hand delivered or sent by registered first-class mail, postage
prepaid or by overnight courier service. Such notices or other coxxttxzunications shall be effecti~~e
upon receipt if hand delivered, and ten (10) business days after nnailing (or, for overnight courier,
the number indicated in the tatailing instructions) if sent, in the case of the Client, to the address set
forth below azid, in the case of Granicus, to its principal executive offices to tkte attention of the
Chief l;xeeutive Officer, or at such outer address far a party as may be speci£ted by like notice.
12.11 Force Majeure. ptlter than payment obligations, neither party is responsible for
any delay or failure in perforzxtance if caused by any event outside the reasonable control of the
party, including without limitation ants of God, government regulations, shortage of supplies, act of
war, act of tenroriszn, earthquake, ox electrical, interttet or telecommunications outage.
13. NON Al'I'RO1'l~l~'~iON. The validity of this Agreement is based upon the availability of
public funding under the statutes delegating the Client its powers. In the event that the Client's
enabling legislation is changed so as to prohibit the activities contemplated by this Agt'aetttent or
should public Funds become unavailable atxd not appropriated for the continuation of this
.Agreement, the patties' obligations hereunder will automatically expire without penalty ten (10)
days after written notice to the Provider of such occurrence. Tt is undet•stood that the County will
not exercise this provision for its convenience, but otaly as an emergency fiscal measure ar as
required by law.
Gti.-NiCUS, INC. SkAVtCts,AGR~.EMENr 9 Version 4.U.1
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14. DEFINRIONS.
In addition to the capitalized terms otherwise defined hcrcin, the following additional
capitalized terms shall have the meanings set forth below;
14.1 "Agxeenaent" shall trtean this Service Agreement.
14,2 "Client" shall mean Orange County, North Carolina.
14.3 "Clieat Use" shall zxtean any public strearrting, document posting, padcasting, or
internal streaming that is not for system testing or validation purposes by Client.
14.4 "Confidential Information" shall mean all proprietary ox confidential information.
disclosed or made available by the other party puxsuant to this Agreement that is identified as
con.?~dential or proprietaty at the time of disclosure ax is of a nature that shoutd reasonably be
considered to be confidential, and includes but is not limited to the terms and condikiotts of this
Agreement, and all business, technical and other information (including without limitation, all
product, ser'viets, financial, marketing, engineering, research aztd development inforration,
product speeifieatioxts, technical data, data sheets, software, inventions, processes, training
manuals, lrnow-haw and any other information oz txtaterial), disclosed from tizxte to time by the
disclosing party to the receiving party, directly or indirectly in arty manner whatsoever (including
without lirnitatiom, ix~ writing, orally, electronically, or by inspection); provided, however, that
Canftdential Information shall not include the Content that is to be published on the website{s) of
Client.
14.5 "Content" shall mean any and all, doeunaemts, graphics, video, audio, images,
soutads attd other content that is streamed or otherwise transmitted 4r. provided by, or on behalf of,
the Client to Granicus.
14,b "Cuatounar Website" shall mean the Client's existing website.
14.7 "Granicus" shall tneatt Granicus, Inc.
14.8 "VranicUS 5olutiOlt" shall tttean the Solution detailed ixt the Proposal, which m+ay
include Granicus Software, Installation atzd Training, Managed Setvices, and Hardware, as
specified ita rx ' i
14.9 "Grariuleus ,~fo~tWAl'e" shalt meant all software included with the Granicus Solution
as specified in the attached Proposal that may include but is not limited to; MediaMattagerTM
{includes Uploader, Software Development I~.it, CL~ Creator, and f'odcasting Services),
MinutesMa3cerT~ (includes )~iveManager), MobileEneoder't'~`~, VotingSystem'~`i (includes Public
Vote I}isplay and Meettnglvlexttber), OutCastTM )rncodex (includes Meeting Serverj,
StreamReplicatazr~, and MediaVaultTM.
14.10 "Rardware" shall rtaeart the equipment components o£ the Granicus Solution, as
listed in ~hibii.A.
14.11 "Xn~stall" shall mean a single iztstance in which the software is set up and prepared
for use with the Granicus Solution.
14.12 "License Fee" sltall mean the total cost of ~e Granicus Software product, as
Gx:+racvs, Icvc. SsztvtCk AGFC£~tENr t0 ~ version 4.O.t
09%17/2609 11:11 919b443324 FINANCE PAGE 12
specified in Exhibit A.
14.13 "Managed Services" shall mean the services provided by Gxanicus to Client for
bandwidth usage associated with live said archived Internet stxeazrzirag, data storage, azzd Granicus
Solution maintenance, upgrades, parts, customer support services, and system monitoring, as
detailed in the Proposal attached as ~~}li_~; 1.
14.14 "1V,[1>aaged Services Fee" shall mean the monthly cost of the lvfanaged Services, as
specified in h' 't ~.
14.15 "Meeting Body" shall paean. a unique board, commission, agency, or council body
comprised of appointed or elected officials that meet in a public capacity with the objective of
performing decisiozas through a democratic voting process (typically followizzg kZobert's Rules of
Order}. Two or more Meeting l~odics znay be comprised of some or all of the same ztzezazbers oz
officials but may still be considered sepaxate and unique 1V.leeting Bodies at Crranicus' sole
disexetioza. For example, committees, subeoznzaaittees, City eouneiIs, planning commissions, packs
and recreatiozz departments, boards of supervisors, school baaxds/districts, and redevelopment
agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole
discretion.
14.16 "Professional Services" shall zazeaza the installation, design, website and templste
integration, and teaining obligations as detailed in the Proposal.
14.17 "itepresentatives" shall mean the o~eers, directors, employees, agents, attotxaeys,
accountants, financial advisors and other representatives of a party.
14,18 "Site" shall mean an orgsni2atioza that is lyovemed by a single set of policy anal
budgetary restxaints. l?vr example, a city and its school distxiet are considered separate Sftes_
Exceptions may be gxazated at Gxanicus's sole discretion.
14.19 "Trademarks" shall paean all txadeznarks, trade names and logos of Cliexzt listed
on Exhibit D attached hereto, and azzy other trademarks, trade names and logos that Client may
specify in writing to Granicus from time to tizaae.
GlrnNtcus,lrvG. SERYtCE AG.R6~MkNr 11 version 4.0.1
$gJ17/2$$9 11:11 919b443324 FINANCE PAGE 13
This Agreement consists of this Service Agreement as well as the following exhibits, as indicated;
Exhibit A; Proposal
Exhibi# B: Suppoxt Information
Exhibit C: Hardware Exhibit
Exhibit D; Trademark Information
Exhibit E: Termination or Expiration C-ptians Regarding Content
Exhibit F: Insaranee Requirements
GRAP+TIC:US, ICING. ~,,.
$y; ~'` r
Thomas A. Spengler
Its: Chief Executive Officer
,Address:
S68 Howard Stree#, Suite 300
San Francisco, CA 94105
QRANGE CUUNTX, ~1C G(? RNNIENT
ley:
Name; ~ ~ G'.G
its: ~~~~~L "r___r _
Address:
Date: ~ ~ ~
Approved as to technical content ~_ ~~~~+~
Department Director
Approved as to form and legal sufficiency ~-. - _ ""'- ~-
(,ounty Attorney
This instrument has been p e-audited in the manner required by the Local Governutxent Budget and
Fiscal Cor~tzol Ar~y.-,
GftAA7ICUS, INC. SERVICE AGREEMENT - i'A4POS.AL A-1 Version 4.0.1