CONTRACT 5122 One Page Service Agreement CLOSED Agreement No. 5122
services Agreement
CONTRACTOR: Granicus Inc. EFFECTIVE DATE:A061�A 2016
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of EI
Segundo. Only those items checked-off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 11 85 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Comprehensive General Liabilitv, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least$1,000,000 per occurrence.
® Auto Liabilitv, including owned, non-owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ $100„000-300,000 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Compensation Insurance: as required by State Statutes with Waiver of Subrortatlon. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.) �L epp,��� -T 4e_11” '�T���� ��� C_)1
Il�L'—✓L'P L�)l`yIt- Chi-{ S'TL .
❑ Business License: The CONTRACTOR shall agree to have a current City of EI Segundo license on file at City Hall or purchase
said license(at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @(310)524-2340 if you have questions.
❑ Copy of valid picture I.D. (Drivers license etc.)
PLEASE NOTE; ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT,THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
ubmilt .d.by_Le1mplete Il Llan'ks): COLOR COPY REQUIRED BACK TO THE CITY
Company Name: Granicus Inc. By(Print name&title):
Jason Fletcher
Company Street Address:707171h Street, Suite 4000 Vendor's Au zed Slgnat
City,State,Zip:Denver,CO,80202 Date Signe �7/2 g�/�
Phone:702 897 6258 FAX: �7 +✓
endor's Email Vendor's Web.... ........................................................ �rrrrr......
r
.. m...m....m.m.. site:
address:ahmad.abderrahimta��.pranicus.com ,Gra
nicus.com
Mail original agreement and Ity of EI Segundo—City Clerk 350 Main Street,Room 5,EI Segundo,CA 90245-3813
Originator/Department Contact; Date initiated:
Department Head Approval.. ..... m:' a�I , m., w.� .
1
..... cm w Date Approved: . ,,w
Finance A roval; *: Date Approved:
PP � m .
w.w..
..................
r14
dn` ntra�s ervn s w act(final 4-26-16)-LZ edits 4 26 16
(- I ^l+rvllrr�f C'I f NI lU i'1 4
Agreement No. 5122
..........................
9.GENERALLY. The materials, supplies, or services (collectively, &PAYMENT. City will pay Seller after receiving acceptable invoices for
"Purchase") covered by this Services Agreement must be furnished by materials and supplies delivered and accepted or services rendered and
Granicus, Inc. ("Seller" or "Granicus") subject to all the terms and accepted, City will not pay cartage, shipping, packaging or boxing
conditions contained in this order which Seller, in accepting this order, expenses unless specified in this order. Drafts will not be honored.
agrees to be bound by and comply with in all particulars. No other terms 9.INDEMNIFICATION. Seller agrees to indemnify and hold City
or conditions are binding upon the parties unless subsequently agreed to harmless from and against any claim, action, damages,costs(including,
in writing, Written acceptance or shipment of all or any portion of the without limitation, attorney's fees), injuries, or liability, arising out of the
Purchase covered by this order constitutes unqualified acceptance of all Purchase or the order, or their performance. Should City be named in
terms and conditions in this order. The terms of any proposal referred to any suit, or should any claim be brought against it by suit or otherwise, ,
in this order are included and made a part of the order only to the extent arising out of the Purchase or order, or their performance, Seller will
it specified the Purchase ordered, the price, and the delivery, and then defend City(at City's request and with counsel satisfactory to City) and
only to the extent that such terms are consistent with the terms and indemnify City for any judgment rendered against it or any sums paid out
conditions of this order. in settlement or otherwise. For purposes of this section "City" includes
2.INSPECTION. The Purchase furnished must be exactly as specified in City's officers, elected officials, and employees. It is expressly
this order, free from all defects in Seller's performance, design, understood and agreed that the foregoing provisions will survive
workmanship, and materials, and, except as otherwise provided, is termination of this order. The requirements as to the types and limits of
subject to inspection and test by City at all times and places. If, before insurance coverage to be maintained by Seller, and any approval of
final acceptance, any Purchase is found to be incomplete, or not as such insurance by City, are not intended to and will not in any manner
specified, City may reject it, require Seller to correct it without charge,or limit or qualify the liabilities and obligations otherwise assumed by Seller
require delivery of such Purchase at a reduction in price that is equitable pursuant to this order, including, without limitation, to the provisions
under the circumstances. If seller is unable or refuses to correct such concerning indemnification.
items within a time deemed reasonable by City, City may terminate the Notwithstanding any provision to the contrary, Seller will, at its own
order in whole or in part. Seller bears all risks as to rejected Purchases expense, indemnify and defend City against any claim that Seller's
and, in addition to any costs for which Seller may become liable to City services or work product furnished under this Agreement infringes a
under other provisions of this order, must reimburse City for all patent or copyright in the United States or Puerto Rico. In such event,
transportation costs, other related costs incurred, or payments to Seller Seller will pay all costs damages and attorney's fees that a court finally
in accordance with the terms of this order for unaccepted Purchases. awards as a result of such claim. To qualify for such defense and
Notwithstanding City's acceptance of any Purchase, Seller is liable for payment, City must (a) give Seller prompt written notice of any such
latent defects,fraud,or such gross mistakes as constitute fraud. claim; and (b) allow Seller to control, and fully cooperate with Seller in
3.CHANGES. City may make changes within the general scope of this the defense and all related settlement negotiations. City agrees that if
order in drawings and specifications for specially manufactured supplies, the use of Seller's services or work product becomes, or Seller believes
place of delivery, method of shipment or packing of the order by giving is likely to become, the subject of such an intellectual property claim,
notice to Seller and subsequently confirming such changes in writing. If City will permit Seller, at its option and expense, either to secure the
such changes affect the cost of or the time required for performance of right for City to continue using Seller's services and work product or to
this order, an equitable adjustment in the price or delivery or both must replace it with comparable services and work product.
be made. No change by Seller is allowed without City's written approval, 10.WARRANTY. Seller agrees that the Purchase is covered by the
Any claim by Seller for an adjustment under this section must be made most favorable commercial warranties the Seller gives to any customer
in writing within thirty (30) days from the date of receipt by Seller of for the same or substantially similar supplies or services, or such other
notification of such change unless City waives this condition in writing. more favorable warranties as is specified in this order. Warranties will
Nothing in this section excuses Seller from proceeding with performance be effective notwithstanding any inspection or acceptance of the
of the order as changed. Purchase by City.
4. TERMINATION. City may terminate this Agreement for any reason 11.ASSIGNMENT. City may assign this order. Except as to any
upon sixty (60) days' written notice to Seller. Should termination occur, payment due under this order, Seller may not assign or subcontract the
City will pay Seller as full performance until such termination the unit or order without City's written approval. Should City give consent, it will not
pro rata order price for the performed and accepted portion of the relieve Seller from any obligations under this order and any transferee or
Purchase. City may provide written notice of termination for Seller's subcontractor will be considered Seller's agent.
default if Seller refuses or fails to comply with this order. If Seller does 12.INSURANCE. Seller must provide the insurance indicated on the
not cure such failure within a reasonable time period, or fails to perform face sheet of this Services Agreement.
the Purchase within the time specified (or allowed by extension), Seller 13.PERMITS. Seller must procure all necessary permits and licenses,
will be liable to City for any excess costs incurred by City. and abide by all federal,state,and local laws,for performing this order.
5.TIME EXTENSION. City may extend the time for completion if, in 14.INDEPENDENT CONTRACTOR. City and Seller agree that Seller
City's sole determination, Seller was delayed because of causes beyond will act as an independent contractor and will have control of all work
Seller's control and without Seller's fault or negligence. In the event and the manner in which is it performed. Seller will be free to contract for
delay was caused by City, Seller's sole remedy is limited to recovering similar service to be performed for other employers while under contract
money actually and necessarily expended by Seller because of the with City. Seller is not an agent or employee of City and is not entitled to
delay;there is no right to recover anticipated profit. participate in any pension plan, insurance, bonus or similar benefits City
6.REMEDIES CUMULATIVE.City's rights and remedies under this order provides for its employees. Any provision in this order that may appear
are not exclusive and are in addition to any rights and remedies provided to give City the right to direct Seller as to the details of doing the work or
by law. to exercise a measure of control over the work means that Seller will
7.TITLE. Title to materials and supplies purchased under this order follow the direction of the City as to end results of the work only,
pass directly from Seller to City upon City's written acceptance following
an actual inspection and City's opportunity to reject.
EI Segundo Granicus Services Contract(final 4-26-16)-LZ edits 4 28 16
4/28/16
Agreement No. 5122
15.WAIVER. City's review or acceptance of, or payment for, work Cancellation of the City's Managed Services will also result in the
product prepared by Seller under this order will not be construed to immediate termination of the City's Software license as described in this
operate as a waiver of any rights City may have under this Agreement or section.
of any cause of action arising from Seller's performance, A waiver by 21. LIMITATIONS. Except for the license granted by this Agreement,
City of any breach of any term, covenant, or condition contained in this Granicus retains all ownership and proprietary rights in and to the
order will not be deemed to be a waiver of any subsequent breach of the Granicus Software, and City is not permitted, and will not assist or
same or any other term, covenant, or condition contained in this order, permit a third party, to: (a) utilize the Granicus Software in the capacity
whether of the same or different character, of a service bureau or on a time share basis; (b) reverse engineer,
%INTERPRETATION. This Agreement was drafted in, and will be decompile or otherwise attempt to derive source code from the Granicus
construed in accordance with the laws of the State of California, and Software; (c) provide, disclose, or otherwise make available the
exclusive venue for any action involving this agreement will be in Los Granicus Software, or copies thereof, to any third party; or (d) share,
Angeles County, loan, or otherwise allow another Meeting Body, in or outside its
17. CONSIDERATION. Subject to Section 19, as consideration, City jurisdiction, to use the Granicus Software, or copies thereof, except as
agrees to pay Seller for Seller's services not to exceed a total of$24,500 expressly outlined in the Proposal. For purposes of this paragraph,
for the term of this Agreement. City will pay for work as specified in the "Meeting Body" means a unique board, commission, agency, or council
attached Exhibit'A"which is incorporated by reference. body comprised of appointed or elected officials that meet in a public
18.TERM.The term of this Agreement shall commence on the Effective capacity with the objective of performing decisions through a democratic
Date written above and shall continue in full force and effect for twenty- voting process(typically following Robert's Rules of Order).Two or more
four(24)months. Meeting Bodies may be comprised of some or all of the same members
19. PAYMENT OF FEES. Fifty percent(50%) of all up-front fees for all or officials but may still be considered separate and unique Meeting
products are due upon Granicus' receipt of an executed agreement or Bodies at Granicus' sole discretion. For example, committees,
purchase order, as appropriate.The remaining fifty percent(50%) of up- subcommittees, city councils, planning commissions, parks and
front fees for each product are due upon delivery of the respective recreation departments, boards of supervisors, school boards/districts,
product. Annual billing for Managed Services for associated products and redevelopment agencies may be considered separate and unique
shall begin upon completion of delivery as defined below. City shall be individual Meeting Bodies at Granicus'sole discretion,
invoiced for a twelve(12)month period commencing upon delivery of the 22. LIMITATION OF LIABILITIES.To the maximum extent permitted by
configured product(s).Thereafter, City will be billed annually in advance. applicable law, Granicus and its suppliers and licensors shall not be
City agrees to pay all invoices from Granicus within forty-five (45)days liable for any indirect, special, incidental, consequential, or punitive
of receipt of invoice. City acknowledges that products may be delivered damages,whether foreseeable or not, including but not limited to: those
and fully operational separate from the other purchased products. arising out of access to or inability to access the services, software,
For Granicus Hardware, delivery is complete once the City receives content, or related technical support; damages or costs relating to the
Hardware components with the configured Granicus Software, For loss of profits or revenues, goodwill, data (including loss of use or of
Granicus Software, delivery is complete once the Software is installed, data, loss or inaccuracy or corruption of data),or cost of procurement of
configured, tested and deemed by Granicus to be ready for City's use, substitute goods, services or technology, even if advised of the
irrespective of any training services provided to City by Granicus. Upon possibility of such damages and even in the event of the failure of any
Granicus Hardware and/or Software delivery, City will have fifteen (15) exclusive remedy. In no event will Granicus' and its suppliers' and
days to notify Granicus of any issues or problems. If City notifies licensors' liability exceed the total amount of Managed Services Fees
Granicus within such fifteen (15)-day period of issues or problems, paid by City under this Agreement for the six (6) month period prior to
Granicus will promptly work to fix those issues or problems. Granicus the date the claim arose, regardless of the form of the claim (including 4
oftentimes sells multiple software suites in one transaction. For clients without limitation, any contract, product liability, or tort claim (including
that have purchased multiple suites, Granicus reserves the right to start negligence,statutory or otherwise).
invoicing on a per suite basis when considered delivered.
Upon each yearly anniversary of Granicus Hardware and Software This Agreement consists of this Agreement as well as the following
delivery as defined above during the term of this Agreement (including exhibits,which are incorporated herein by reference as indicated:
both the initial term and all renewal terms), the Granicus Managed
Service Fees shall automatically increase from the previous Managed Exhibit A:Proposal
Service Fees by five percent(5%)per annum. Exhibit B:Current Solution
20. USE. Granicus agrees to provide City with a revocable, non-
transferable and non-exclusive license to access the Granicus Software
listed in the Proposal 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, City may use the Granicus Software to
perform its own work and work of its customers/constituents.
s
..... ....... —_. . .. __........_.
EI Segundo Granicus Services Contract(final 4-26-16)-LZ edits 4 28 16
4128/16
I! 'iiul
III
III IIIIIIII
. . .n
. ��� III �� 1111111
u� uumuu �
Wmmm of Im�mm Imre ,,, uuui �� m',I II
I
� I � uumum uuull^I I„ .
m u �
Ilam iuu quo ����� ..... IIIIIIII V'
u1 mlllll^III �IIIIIIIII � II Y
�u
i
I I
I
e, r.
l r
COPYRIGHT (�) 2014 GRANICUS, INC.
»
Pricing Breakdown for yoi..jr- Sollution
VIII »
Granicus Encoding 1.0 Package $100.00 $100.00
Appliance Software-(GT)
Total Software Monthly Cost: $100.00
»
NEER11OE=ff=EM=R3
Granicus SDI Encoding Appliance Hardware 1.0 Units) $3,500.00 $3,500.00
Shipping-Large Item 1.0 $125.00 $125.00
Total Hardware Upfront: $3,625.00
EncodingMMOMMMO
Appliance Hardware
pp 1.0 Services) $875.00 $875.00
Configuration-(GT)
Total Services Upfront: $875.00
Total Upfront Cost: $4,500.00
Total Monthly Cost: $100.00
Current Monthly Total Cost: $625.00
New Monthly Total Cost: $725.00
G,r an�CU� ��[Qr���� �[)DU�a�[��
o rr
The GranicmEncoding Appliance isdesigned and built for our platform and streaming protocols toprovide government
organizations with superior live and on-demand webcasting performance.The hardware is pre-configured and delivered
ready to stream.Simply connect power,network and an audio/video source. Full appliance control is available through a
web browser orlocally installed client application.
^
Provides live and on-demand streaming-online and via mobile devices
^
Remote systems monitoring and Gmnicusmaintenance updates
^ Upto2TBoflocal storage(approximately 2,oOuhours ofarchive content)
^
Facilitates internal streaming across your local area network(LAN)-up to 50 concurrent viewers
^
Supports extraction and display of embedded closed captions to help maintain ADA compliancy
^
Faster archive upload times,less video buffering
~ H.2d4video codec encoding
' HTML5and Flash compatible streaming delivery
Granicus'hosted infrastructure supports the encoding appliance and offers unlimited bandwidth,storage and the
highest security standards through a cloud-based platform.Our remote,proactive system 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 smoothly.This ensures
long-lasting success with our technologies while maximizing your solution's performance,
Agreement No. 5122
0' G 11,A N 1 C!"ki IJS
„
The Granicus SDI Encoding Appliance supports Granicus' current and
I
E
future software platforms and encoding formats. it has been rigorously
', � �HUIII I lel
tested and certified to work with Granicus technology. Device pre-
configurations allow customers to Jet up and running quickly while
maintaining the highest level of service at a low monthly cost.
I '"I I,,, Ill 11 ullyll d, I'I i^I,I' I I of I
I
Illi�I iul IIII�IIr I'�' �� I
The Granicus Customer Care team leverages a suite of tools that allow
III r I'r II �
us to proactively monitor, maintain and support the appliance. Full
I vlklo i'; III II"i
etch manaernent of Granicus software and the operating systei-n
p J I
eliminates any maintenance burden placed on government IT staff,
including contacting multiple vendors for support.
As a fully-managed solution, Granicus will provide customers with all 6 II I' l dii of
necessary upgrades, repairs or replacements to ensure that the
P"
appliance works effectively on the Granicus platform. To help maintain
ADA compliance, the GraniCLIS SDI Encoding Appliance supports
extraction and display of embedded closed captions.
,i, �I p 'ill I i I I, li, ','i II l iuil Ijilluuwui,'r II
V' of Iiluuuuu"
gyp,
Ill;luul III����� V, offfN .. i
I II
I uuumuuuuuiilllllllllldul���� I
Vllhi uuu��lilupimulll (;;, Iluuuuugimu pllllluuuumii�ul�iiiolll�ll����lllllll�iiipr 1,
I ili U1 �
•
Agreement No. 5122
,p "q
.� � IIIIIIIIIIIIIII
Front View
c
..I
it NIY + f I
...,I I
II
I
Rear View
"W"Nr IOmanMry
®w�i®HNlw
N NNNNN N NMN t
1 a � V
II i l l i 11 IVIf II�,J' � A
r
., I I di"'III I I ,ul 'IIIVo lu II of I I I I I
11
w uuulluuulurlwi 'I '�:I.,II :, ,.,I I Ilrp�i�llryl II Ijl�l� Il l,,;illllll �I� I 7'1'..I/7.Y/> , ,"11
IIIIIIIIIIIII � ' ^� hIIX1e.Vl.".?r�r,�lln _ll I r !�ur�',uldrldrhV�
Illll w I Iv ' Gvl II "'
WPO l rt
Idle Load `lBmtiq'r
IU 120 .n�
ii
Aurl>r; 09611
kVF1 0120 lr rYtl,
6 r
Oft1/hir Lig, 1108 '11
I II
r
^r
ii
I bill Irl, 'ill li 'll' 7 91t1'IE�r_'I'I Vrj RI/ Clhc�ncf )_data det:tcling i Ghil polls
6'e
r,
IIIlul s Up I r "I illi III 21'BCapdilty
I IIII II' I I I
hit
' J'
I I � � III ,,001)hours al slnnclald tit r,it�,�,
I
if=11 Cf'w^J�dI %A�l;61'I iY I Cry .C;l a l II c u s c u s tomer 1 1 fe llm C(ma n i d e C h a l chra l e)
Rail lit
,,, � ti:aJll1)7(:i 11 art b�:l Tovx�l conversion kit
II ..........
Full lemotc Inanmciumcnt,nloniLomig
i0d�4111 d1 ti'dC]I llf?I I'L patching&lu'l lhng
(IIII . II
i
i.
IIII !I,I I
.. r
auuu ""uuuui,
II I
5
II I°
mlllllllllllllllllllluuulllu ° IIIIII
I
NI
Agreement No. 5122
°ulll mMm II...I
Ir
u
„r uliilllii I •„•„
.., '111111
S .
m
DIGITAL ENCODING APPLIANCE
HillDI IGiJ
I Vld(30 •S C)
Adobe Flash Player
ALldio Fn'.n.-odea auche nn channel 1,"1 3 ul
I I I
MPEG-41AVC W
a
' llllllm '
Stotic public IP address
Inbound pull over TCP Por[8080
IIIA
u_IVt7 Streaming (Port changnd upon request)
650 Kbps upstream
^' Unlimited Vl,'WPrs
'• "' 'g .. "', bliclosoh Y/indovrs PAeclia lSllverlighl )
F.:ncicAirlr) C'r)P'mal ”H 26.1 for Adobc Flosh Plnycl
Lr✓e and on dentancl(cliluctly Iron GIdl):CUS
V.Ur:i•tl IL1 t'ii.l lbll$ICDP1 Encoding Appliance)
"' """' ��171111",IIIlUI11 collctirloot'.tleallls
I
Additional charges may apply
I Higher bill ales available,requires additional bandwidth
liiill
.. I IIIIIIIIII
6
•
s • �:lmiljjliliill • - �••• • '•
GRAN ICUS
G �f 2 01 5 G, ii,^u Ir;c.
r a n f c u S.co til 707 17th Street,Suite 4000,Deriver,CO 80202
Servk-es
in order to ensure a successful implementation and user experience,Granicus provides professional services with each
solution.Below is a list of the requisite professional services for your solution.
Grardcus Differ ent�ators
World's most experienced provider of government transparency,citizen participation,meeting efficiency,and
legislative management solutions with:
Over 1,000 clients in all 50 states,at every level of government
Over 31 million government webcasts viewed
More than 265,350 government meetings online
First fully integrated legislative workflow management system for local government
Open API architecture and SDK allow for seamless integrations with systems already in place
Certified integrations provide flexibility and choice of agenda workflow solutions
Exclusive provider of the iLegislate iPad application that allows users to review agendas and supporting
materials,bookmark and take notes on items,stream archived videos,and review community feedback
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 both government webcasting and citizen engagement services
24/7/365 customer service and support
97%customer satisfaction rating,98.5%client retention rating
One of the 100 companies that matter most in online video by Streaming Media magazine
Ranked 185 on Deloitte 500 fastest growing companies
Ranked 419 on Inc 500 fastest growing companies
Client Success stories are available here:http://www.granicus.com/customers/case-studies/
GRAN ICUS
v.." �,j r n I t)s 0 o rn
-107 17th Street,SUlto 4000,Donvor,CO 80202
Agreement No. 5122
EXHIBIT B
CURRENT SOLUTION
The current Granicus solutions used by the City of El Segundo include:
• Open Platform
• Government Transparency
City of El Segundo pays the following monthly managed service fee:
$625.00/month
[The remainder of this page is left blank intentionally.]
i