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CITY COUNCIL AGENDA ITEM NO. 19

Meeting Date: December 11, 2001

Subject/Title: Approve a sole source agreement with Granicus, Inc. to provide video streaming over the web

Submitted by: Karen Diaz, City Clerk and Yun Cho, Information Systems Manager

Approved by: John Stevenson, City Manager


RECOMMENDATION
Authorize staff enter into a sole source agreement with Granicus, Inc. to purchase the hardware for video web streaming of city council meeting in the amount of $25,652.80 and a monthly Managed Services Fee of $500.

PREVIOUS ACTION
None

BACKGROUND
About 18 months ago staff was directed to research the possibility of web streaming city council meetings. Staff made several inquires and found that the cost, approximately $150,000, was prohibitive. Since this time staff has continued to search for alternatives to provide web streaming. Granicus, a provider of Internet Broadcast Systems for distributing live and archiving video on the Web, recently contacted us with a proposal to provide the hardware and bandwidth. As the first California City client Granicus is offering the City of Brentwood 20% pricing discount; in addition they will also waive the first month's Managed Services fee of $500. Granicus also agrees to waive the annual software license typically charged in year two and beyond. However, if the City decides in the future to terminate the monthly Managed Services contract the City would be allowed to continue using their software on the media server located on the City's network by paying an annual license fee. 

All the hardware is compatible with the City’s current Information System and the service plan includes full-managed services and complete monitoring and maintenance of the on-site Granicus Live system.

The County of Ventura has also entered into an agreement with Granicus and their site will be launched in the very near future.

The Telecommunications Subcommittee supported the concept at their November meeting. 

FISCAL IMPACT
One time cost of $25,652.80 and a $500 monthly-managed services fee from the Information Systems fund.

Attachments:
System Proposal 
Service Agreement


Granicus Live™ & LAN and WAN System Proposal 


The system detailed in this proposal was specifically designed to fit the City of Brentwood’s streaming requirements. Your Granicus Live™ System will take produced video and audio and convert these analog signals to a digital format that can be viewed on the Internet and the local area network (LAN). In addition the system will optimize the audio and video quality prior to digital encoding. On the output side, your viewers will have a choice of multi-bit rate audio and video streams. All streaming media will be available in the widely used Microsoft Windows Media format. The next step is the setup of our streaming media management software. The software is offered under a one-time setup fee that grants you use access for as long as you are a Granicus client participating in a managed services program. The final stage, of delivery for your Internet Broadcast, to your customers, is bandwidth and storage allocation through one of our managed services programs. Based on our previous discussions we have selected a plan that will fit the City of Brentwood’s streaming media requirements.

Granicus Live™ System Description:
In designing Granicus Live™, we have adhered to common practices within the broadcast television industry. Granicus’ broadcast application sets a benchmark in the Internet industry for streaming audio and video. All optics, imaging devices, processors, and encoders have been engineered to provide the highest quality turnkey streaming solution available today. 

Two-Camera Solution for ADA Compliance:
Granicus is presenting the City of Brentwood with a two-camera solution to reach an even broader audience. In the event that a citizen requests to see an event in sign language through the normal process, an additional camera can be used to capture and broadcast the sign language portion of that event over the Internet.

WAN/LAN Stream Solution:
Granicus Live is currently configured for Unicast streaming but can be configured for Multicast streaming on the City of Brentwood’s LAN and WAN. Unicast streaming requires one stream for each client. Unicast streaming uses considerably more bandwidth than multicast streaming when streaming over a LAN or WAN because the data is sent to each specific client rather than to all clients. A 100BaseT network can handle between 1000 and 250 concurrent video streams using Unicast streaming depending on current network usage and the bit rate of the video streams. However, current network utilization will affect the number of concurrent video streams. The bit-rate of the video and number of concurrent streams will have to be limited to protect other network applications. The City of Brentwood’s network configuration will need to be changed in order to multicast live events. A Granicus engineer will work onsite with the City of Brentwood’s system administrators and IT staff members to help implement the streaming media servers into the current network. We estimate this process to take two days.

Installation:
Granicus Live™ will be installed in a secured area then connected to the Internet though a broadband line. The power will then be turned on, and Granicus’ engineers can finish the audio-video tuning and system configuration remotely. Once the system is installed, our engineers will remotely monitor your equipment to assure that it is continually operating to original specifications. 

Connectivity:
Your Granicus Live™ System requires the use of a broadband line in your facility. Granicus does not maintain, install or pay for the onsite bandwidth. The Internet connectivity is the responsibility of the client. Granicus has preferred partners for installing Internet connections and using these partners is recommended. Each streaming encoder will need a public static IP address. An additional IP address is needed for maintenance and monitoring. Network configuration settings need to be provided, by your company, to Granicus enabling the streaming encoders to communicate with our data center. 

Service:
If the system experiences technical difficulties, we will in most cases be aware of it prior to your personnel and take immediate steps to correct the problems. This includes rebooting the encoding server, making audio and video quality adjustments, and 24-7 monitoring of the streams. In the event of a problem that is not remotely repairable, Granicus Inc. shall use reasonable efforts to respond to requests to repair or replace any non-functioning equipment within 72 hours from the time that notice is received. 

Media Management Software:
Granicus Live™ includes a suite of tools designed to efficiently organize and manage your Internet broadcasting technology. These tools put the control of broadcast activity, user account management, media management, and usage reporting in your hands through our easy-to-use, web-based interface. As part of our website integration the public pages will be customized to match the look and feel of your current website.

Public Site:
Our solution includes several pages for your Internet users to access the on-demand media. Users will use these pre-built pages to search out specific footage, and jump to specific events within your digital video archive. Around these core pages you can instantly control user access based on a required registration or pay-per-view basis.

Protected Administration Site:
As a client of Granicus, you will have access to a protected site for you to create pay-per-view clips, and analyze traffic and usage data. You will also have access to a series of video editing tools that can be used to enhance your on-demand content once its been broadcasted or encoded. 

· Granicus Professional Services provides a custom integration of our Internet Broadcast System into your web site. Our Professional Service Staff carefully match our streaming media tools to the look and feel of your web site to create a seamless viewer experience. Granicus also offers advanced web site design should you need help developing an entirely new web site or just a face-lift to your existing site. 

· Media Acquisition tools give you the ability to add audio and video content to your content library from a variety of sources. Live events can be simultaneously broadcast and archived to the library easily and directly through the capture administrator. You are also given a simple media import tool that can be used to import any pre-encoded from your computer content into the media library for mass distribution. Finally, the Outcast™ encoder, which is included in your Granicus Live™ System, can be used to encode your analog video by replacing the live signal with that of a standard video playback device such as a standard VCR or DVD player. In this scenario, the same capture tools for managing a live broadcast can be used to make your valued offline content available online. Granicus also offers in house encoding as part of our professional services offering.

· Media Clip Administration empowers clients with the tools to create, edit, delete, index, trim and merge digital video clips. Once the media is in the library you can utilize indexing tools that allow you to set multiple entry points into the video, granting your end user the ability to easily navigate your streaming content. Various other editing and organizational tools allow you to modify the video directly and add to the descriptive searchable information associated with it.

· User/Group Administration provides clients with the tools to set login and registration requirements and create new user accounts. Tools are also provided to manage and utilize the account information for registered users and export valid e-mail addresses into a quick mailing list. Most importantly, the group management tools allow you to categorize your media library, automatically limiting access of users to those clips that you specifically made available to their group. You can also use user and group administration tools to share the responsibility of managing the whole media library by giving other people access to control certain clips and managing the other users assigned to their group.

· Summary Reports provide you with detail usage reports concerning: streaming requests, average user bandwidth, outbound bandwidth, content popularity, and media storage usage. 


Granicus Live™ System Description:Granicus Outcast™Onsite Installation(2) Camera(s) & (2) Lens WAN/LAN Media SystemSteaming Media ServerGranicus Media Management SoftwareUPS and Remote Power Solution

Pricing: 

Your Granicus Live™ System was designed to be the most complete solution in the Internet Broadcasting industry. Our pricing reflects our commitment to supply our customers with the highest value and utmost quality. We offer continuous customer support and are committed to ensuring that you are completely satisfied with the service and product. Our pricing consists of the components detailed below:

20% Discount
Granicus Live™ Equipment Purchase & Set-up $20,816.00 $16,652.80

WAN/LAN Equipment Purchase and Setup $10,000.00 $ 8,000.00

Managed Services $500.00 per month
(For detailed pricing information please see attached document.)
Total 20% Discount*

Initial Fees $31,816.00 $25,652.80
(Include first and last months managed service fees)
Monthly Fees $500.00 per month

Leasing Option:
Granicus can also offer you a leasing option for the purchase of your Granicus Live™ system. Leasing is offered through a third party, pricing estimates below may change. Lease price does not include Managed Service Fees.

Lease Term (months)
24 36 48 60
Granicus Live™ $ 1,303.54 $ 875.74 $ 695.17 $ 579.08 

Choose Lease Option & Insert $_________per month 

Sign to Accept proposal. Return to representative or: Granicus, Inc
19 Heron St.
San Francisco, CA 94103

Customer Name: ___________________________ Granicus, Inc.

Customer Signature: ________________________ Signature: ___________________

Date: ____________________________________ Date: _______________________

October 31, 2001 * 20% Discount to the City of Brentwood if Signed by November 15, 2001 


Managed Services and Bandwidth Pricing:

Executive Plan: $5,000 and up per month 
· Usage rate of $20.00 per Gigabyte transferred.
– equal to –
· At least 350,194 – 100K-minutes a month
-- and --
· At least 10,000 Megabytes of storage 

Associate Plan: $2,000 per month
· Usage rate of $25.00 per Gigabyte transferred.
– equal to –
· 112,062 – 100K-minutes a month
-- and -- 
· 4,000 Megabytes of storage

Expansion Plan: $1,000 per month
· Usage rate of $30.00 per Gigabyte transferred.
– equal to –
· 46,692 – 100K-minutes a month
-- and --
· 2,000 Megabytes of storage

Starter Plan: $500 per month
· Usage rate of $35.00 per Gigabyte transferred.
– equal to –
· 20,003 – 100K-minutes a month
-- and --
· 1000 Megabytes of storage

Pay-Per-Use: Billed at the end of each month.
· Usage rate of $40.00 per gigabyte transferred.
· Storage is billed at 10 cents per megabyte per month

All managed services plans are billed on a monthly basis, and require the first and last months fees be paid during the initial setup. All plans include full managed services and complete monitoring and maintenance of your on-site Granicus Live™ systems. Pricing is based on a set fee for standard system maintenance, monitoring, and variable usage fees. Usage fees are associated with pre-purchased bandwidth at rates listed above for both archived and live streaming. Additional storage can be purchased at 10 cents per megabyte per month, and additional bandwidth will be billed at $40.00 per Gigabyte. 

Granicus will not charge for inbound bandwidth for clients using the “Expansion, Associate, or Executive Plans”.

Encoding Pricing:
Are you looking for a way to make your media footage easily and cost-effectively available to all of your target audience? Encode your media and utilize the extensive exposure of the Internet. 
The Granicus Media Center offers you a wide variety of digital encoding options. Granicus is capable of taking your existing VHS, S-VHS, DVD, mini-DV, Hi-8, CD-ROM, or laserdiscs and converting them to the Windows Media Format (asf/wmv). In addition, Granicus is equipped for encoding media into multiple bit rates, allowing you to reach a broad range of customers. Send or transfer your video to our trained staff and we'll do the rest. 

Encoding with managed services: 
· $100 for the first 5 minutes, $4 each additional minute

Encoding without managed services:
· $125 for the first 5 minutes, $4.50 each additional minute

Low Bandwidth Encoding (for 28.8 and 56Kbps streams):
· $50 for the first 5 minutes, $4 each additional minute

The encoding process takes (1) week to complete from the date the media is received at Granicus until the files are encoded. If you choose to host your media with Granicus, your media content will be available for streaming within (5) working days of encoding. If you host elsewhere, we can transfer your encoded documents via FTP or hard copy. There is an additional fee of $15 to put your content on a CD and ship it to your location.


GRANICUS, INC.SERVICES AGREEMENT


THIS AGREEMENT, dated as of______, 2001 is between GRANICUS, INC., a California Corporation and The City of Brentwood, CA, (the “Client”) a ________________________________.
A. Granicus, Inc. has developed a streaming media solution and Media Management Software that specializes in Internet Broadcasting.
B. The Client desires to (i) purchase the Granicus Enterprise™ System which will facilitate streaming and distribution of live video and audio content, and (ii) engage Granicus, Inc. to integrate its’ Media Management Software onto the Client’s existing website and (iii) contract with Granicus, Inc. to administer the Streaming Solution through a Managed Services solution. 
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, representations and warranties herein contained, the parties hereto agree as follows: 
ACQUISITION OF GRANICUS ENTERPRISE™ SYSTEM; INSTALLATION.
Installation of Granicus Enterprise™ System. 
Granicus, Inc. shall have the following obligations in connection with the installation of the Granicus Enterprise™ System:
inspect the site locations;
install, set-up and test the Granicus Enterprise™ System, including, if necessary, installing the computers, mounting the cameras, connecting the microphones and cameras and loading any necessary software; 
conduct one initial “train the trainer” training session, using a combination of written procedures (in English) and hands-on training, on the use of the Granicus Enterprise ™ System; and
if necessary assist the Client in provisioning a high-quality broadband telecommunications line that is accessible to the site locations and that satisfies any specific system requirements of the Granicus Enterprise ™ System. 
The Client shall have the following obligations in connection with the installation of the Granicus Enterprise ™ System:
provide physical space at the site locations that is appropriate and sufficient for the Granicus Enterprise ™ System, including a controlled access area for the computers and associated hardware, equipment and accessories; and
Compensate all costs related to the installation and ongoing operation of the broadband telecommunications line. 
(iii) Compensate all payments as described in section 6.3

Site Preparation.
The Client shall provide such materials as may reasonably be necessary to post warnings and other disclaimers at appropriate intervals around the various site locations within the Client venue where live audio and video streaming will take place and to provide warnings on tickets, brochures or other similar materials where appropriate. 
The Client shall be responsible for maintaining such warnings and disclaimers and for ensuring that patrons are fully informed regarding the locations and times when such audio and video streaming will occur. 
Maintenance of Equipment. 
For three years after the date of this Agreement, Granicus, Inc. shall repair or replace any Equipment that fails to function properly due to normal wear and tear, provided that any such failure is not covered by insurance maintained by the Client. Granicus, Inc. shall not be responsible, however, for any such failure that is due to other causes, such as power surge, fire, flood or other casualty, accident, vandalism, misuse or abuse, alteration of the Equipment or failure of the Client to maintain a proper environment or otherwise properly care for the Equipment.
Granicus, Inc. has the technology in place to continually monitor all equipment and should any malfunction appear Granicus, Inc. shall immediately notify the Client. Granicus, Inc. shall use reasonable efforts to respond to requests to repair or replace any non-functioning Equipment within 24 hours from the time that notice is received, and the Client shall grant Granicus, Inc. or its Representative’s access to the Equipment for this purpose at reasonable times. Granicus, Inc. will keep the Client informed regarding the time frame and progress of the repairs or replacements.
(c) Granicus, Inc. offer continuous customer support and are dedicated to ensuring that Client is completely satisfied with Granicus service and products. Granicus staff is available to Client 24hrs a day, 365 days a year, via the customer support lines. All support numbers are listed on the bottom of this contract. 

USE OF MEDIA MANAGEMENT SOFTWARE.
2.1 Use. Granicus, Inc. agrees to provide you with a Revocable, non-transferable and non-exclusive account to access the Media Management Software; and grants you a Revocable, non-sublicensable, non-transferable and non-exclusive right to use the Media Management Software. The Media Management Software is proprietary to Granicus, Inc., and protected by intellectual property laws and international intellectual property treaties. Your access to, and use of the Media Management Software is licensed and not sold. You are responsible for any applicable costs and taxes associated with your use of the Services, or use of the Services through your account.

 
CONTENT PROVIDED TO GRANICUS, INC.
Responsibility 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. The Client shall not provide to Granicus, Inc., or permit to be provided to Granicus, Inc., any Content that (a) infringes or violates any third parties’ Intellectual Property Rights, rights of publicity or rights of privacy, (b) contains any defamatory material or any gambling or sexually explicit material, or (c) violates any federal, state, local or foreign laws, regulations or statutes. 


ADVERTISING. 
Responsibility. The Client shall be solely responsible for selling any advertising on the Website, and the placement of such advertising on any portion of the Client Website shall be solely within the control and discretion of the Client.


OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS & SECURITY.
Content Ownership. The Client shall own all right, title and interest in and to all Content on a worldwide basis, including, without limitation, all Intellectual Property Rights relating thereto, (i) with respect to Content captured by cameras or microphones at the venue, at the time such Content is so captured and prior to the time it is transmitted to the computer at the venue and (ii) with respect to all other Content, at the time such Content is transmitted or otherwise provided to Granicus, Inc. pursuant to this Agreement. To the extent that any such Content is protectable by copyright, such Content shall be deemed to be “works made for hire” under the copyright laws of the United States.
Trademark Ownership and License. 


The Client shall retain all right, title and interest in and to its Trademarks, including any goodwill associated therewith, subject to the limited license granted to Granicus, Inc. pursuant to Section 5.2(a) hereof.
Granicus, Inc. shall retain all right, title and interest in and to the Granicus, Inc. Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 5.2(b) hereof.


Each party grants to the other a non-exclusive, non-transferable (other than as provided in Section 7.1 hereof), limited license to use the other party’s Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party’s trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld.
Neither party shall use the other party’s Trademarks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall 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.
5.3 Security of Data. Granicus, Inc. will take commercially reasonable efforts to protect and control access to Client Content. However, Granicus, Inc. makes no guarantee and assumes no liability for the security of any of Client Content or other data provided to Granicus, Inc., including any of Client Content or data placed on any servers including "secure servers." Client will be responsible for the creation and protection of username and password. In no event shall Granicus, Inc. be liable for any direct, indirect or other damages arising out of any breach of security or otherwise. Any personally identifiable information that Granicus, Inc. collects from Client via the System will be subject to Granicus, Inc. Policy on Privacy and Confidentiality.


MANAGED SERVICES FEES
Terms of Agreement
Granicus, Inc. agrees to provide the Client the hosting, storage, and bandwidth necessary for the Client to broadcast their content the Internet for at least one (1) year in accordance with one of the service plans listed in The Proposal. 


The Client agrees to purchase hosting, storage, and bandwidth necessary for the Client to broadcast their content to the Internet for at least three (3) years in accordance with one of the service plans listed in The Proposal. 


Managed Service Plans
The Client will choose from one of the Managed Service Plans listed on The Proposal. The Client can change their service plan at any time by providing Granicus, Inc. with 30 days notice. 
All managed services plans are billed on a monthly basis, and require the first and last months fees be paid during the initial setup. All plans include full managed services and complete monitoring and maintenance of your on site Granicus Enterprise ™ systems. Pricing is based on a set fee for standard system maintenance, monitoring, and variable usage fees. 

6.3 Payment of Maintenance Fees
Upon execution of this Agreement, the Client agrees to pay Granicus, Inc. the first and last month’s Managed Service Fees from The Proposal. 
Thereafter, the Client agrees to pay the monthly fees to Granicus, Inc. by the first day of the month a month in advance of services.
(c) Payment for Granicus Enterprise™ System shall be made upon execution of this Agreement. Client agrees to pay the fee as set forth in the Proposal. 
(d) In the event that the Client’s usage has increased during the month, Granicus, Inc. will bill the Client for the increased amount on the month immediately following that in which the expenses were incurred.
1.4 Cancellation of Managed Service Plan
In the event of a cancellation of Managed Services by Client within (12) months from the “live” date, the Client will be responsible for paying the amount due for the remainder of the first year. 

CONFIDENTIAL INFORMATION & OWNERSHIP.
Disclosure. Except to the extent necessary as contemplated by this Agreement, each party agrees not to disclose any Confidential Information to any person and agrees to use its best efforts to prevent inadvertent disclosure of any Confidential Information to any person. Without limiting the generality of the preceding sentence, each party agrees to treat the Confidential Information of the other party with at least the degree of care that such party treats similar information of its own. Each party may disclose such Confidential Information to a court or other governmental authority to the extent that such disclosure is required by governmental order or by law; provided that the receiving party shall (a) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, specifying in detail the reasons why such disclosure is required, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information 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 such other protective orders and protections with respect thereto as the disclosing party may reasonably request.
Use. Each party agrees not to use any Confidential Information for any purpose whatsoever except to the extent necessary as contemplated by this Agreement. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with such purpose and then only if such Representative is either subject to a written confidentiality agreement that would cover the confidential treatment of the Confidential Information or otherwise subject to fiduciary obligations of confidentiality that would cover the confidential treatment of the Confidential Information.
7.3 Termination of Confidentiality Obligations. The obligations of this Article 7 shall terminate with respect to any particular portion of the Confidential Information when receiving party can prove by appropriate documentation that such Confidential Information (a) was previously known to the receiving party as shown by the receiving party’s files at the time of disclosure thereof, (b) was already in the public domain at the time of the disclosure thereof, or (c) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof.

INDEMNIFICATION.
Indemnification by the Client. The Client agrees to indemnify, defend and hold harmless Granicus, Inc. and its subsidiaries and affiliates, and any of their respective officers, directors, shareholders, agents, attorneys, successors and assigns, from and against all Losses based upon, arising out of, or in connection with, (a) any untrue representation of, or breach of warranty by, the Client in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Client in any part of this Agreement, (c) the operation of the business of the Client, (d) any claim that the Content infringes or violates any third parties’ Intellectual Property Rights, rights of publicity or rights of privacy, including, without limitation, any claims arising out of the failure of the Client to properly maintain the warnings and disclaimers provided in Section 1.2(a) hereof, (e) any claim that the Content contains any defamatory material or any gambling or sexually explicit material or any other claim of personal injury with respect to the Content, (f) any claim that the Content violates any federal, state, local or foreign laws, regulations or statutes, (g) any claim of a copy right infringement on the Content up to the time the Content becomes the property of Granicus, Inc., and (h) any claim from any talent that the Client uses to provide Content.


Indemnification by Granicus, Inc. Granicus, Inc. agrees to indemnify, defend and hold harmless the Client and its subsidiaries and affiliates, and any of their respective officers, directors, shareholders, agents, attorneys, successors and assigns, from and against all losses based upon, arising out of, or in connection with, (a) any untrue representation of, or breach of warranty by, Granicus, Inc. in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of Granicus, Inc. in any part of this Agreement.
Claims for Indemnification. 


General. The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the “Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly notify the party from whom indemnification is sought (the “Indemnifying Party”) of the claim, and the facts constituting the basis for such claim. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party except to the extent the Indemnifying Party demonstrates that the defense of such action is directly and materially prejudiced thereby. 


Claims by Third Parties. With respect to claims made by third parties, the Indemnifying Party shall be entitled to assume control of the defense of such action or claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that:


the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim;
no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement (A) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, or (B) if, pursuant to or as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could materially interfere with the business, operations or assets of the Indemnified Party; and
if the Indemnifying Party does not assume control of the defense of such claim in accordance with the foregoing provisions within 15 days after receipt of notice of the claim, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall promptly reimburse the Indemnified Party therefore.


DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. 
Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES REGARDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


TERM AND TERMINATION. 
Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for three (3) years after the date hereof. This Agreement shall automatically renew for additional terms of one year each, unless either party notifies the other in writing at least 60 days’ prior to such automatic renewal that it does not wish to renew this Agreement. 
Termination. Notwithstanding Section 7.1 hereof, this Agreement may be terminated, in whole or in part, pursuant to the following terms and conditions:
by mutual written consent of the parties hereto; 
by either party if there has been a material default or breach on the part of the other party in any of its representations, warranties, covenants or obligations contained in this Agreement and such default or breach is not cured within 30 days following written notice from the non-breaching party; 
by either party immediately on written notice to the other party in the event the other party shall file a petition for a liquidation in bankruptcy, be declared bankrupt, make an assignment for the benefit of creditors, go into liquidation or receivership, or otherwise lose legal control of its business; 
by Granicus, Inc. if there has been a Change in Ownership of the Client, provided that Granicus, Inc. provides written notice to the Client prior to, or within 60 days after, such Change in Ownership; or
Obligations Upon Termination. Upon any termination of this Agreement, the following shall apply: 
The parties shall remain responsible for any payments that have become due and owing as of the effective date of termination.
The provisions of Articles 7, 8 and 9 hereof (together with all other provisions that reasonably may be interpreted as surviving termination of this Agreement) shall survive termination of this Agreement and continue in full force and effect. 
Except as provided in Article 10 hereof, no party shall have any liability upon any termination of this Agreement.
Change in Ownership. Prior to consummating, or concurrently with the consummation of, any Change in Ownership of the Client, the Client shall obtain any acquiring party’s written agreement to be bound by all of the terms and conditions of this Agreement. 


MISCELLANEOUS.
Assignment; Successors and Assigns. Neither this Agreement nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written consent of the other party; provided, however, that, without the consent of the Client, Granicus, Inc. may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of the assets or business relating to the portion of the Granicus, Inc.’ operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives, successors and permitted assigns.


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. No failure or delay by either party in exercising any right or remedy under this Agreement shall waive any provision of this Agreement nor shall any single or partial exercise by either party of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies or any other rights or remedies granted by any law or any other document. 


Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to the conflict of laws provisions of any jurisdictions. Any legal proceeding related to this Agreement shall be brought in an appropriate California court, and each of the parties hereto consents to the exclusive jurisdiction of that court for this purpose.


Construction. 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 to any extent invalid under applicable law in any jurisdiction, that provision shall still be effective to the extent it remains valid. The remainder of this Agreement also shall continue to be valid, and the entire Agreement shall continue to be valid in other jurisdictions.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument.
Entire Agreement. This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writing, and understandings among the parties hereto concerning the matters in this Agreement.
Notices. All notices and other communications required or permitted under this Agreement must be in writing and must be hand delivered or sent by registered first﷓class mail, postage prepaid or by overnight courier service. Such notices or other communications shall be effective upon receipt if hand delivered, and five (5) business days after mailing (or, for overnight courier, the number indicated in the mailing instructions) if sent, in the case of the Client, to the address set forth below and, in the case of Granicus, Inc., to its principal executive offices to the attention of the Chief Executive Officer, or at such other address for a party as may be specified by like notice.


Specific Performance; Remedies Cumulative. The parties acknowledge that a breach of this Agreement shall result in irreparable and continuing damage and cannot be adequately compensated for by money damages and agree that specific performance is an appropriate remedy for any breach or threatened breach hereof. Accordingly, in addition to any other remedies available to a party at law, in equity or by statute, the parties (a) consent to the issuance of any injunctive relief or the enforcement of other equitable remedies against it (without bond or other security) to compel performance of any of the terms of this Agreement, and (b) waive any defenses thereto, including without limitation, the defenses of failure of consideration, breach of any other provision of this Agreement, and availability of relief in damages. All remedies, whether under this Agreement, provided by law, or otherwise, shall be cumulative and not alternative.
Mediation and Arbitration. If any dispute, controversy or claim arises under this Agreement, the parties shall negotiate in good faith to settle the matter. If the parties are unable to resolve the matter within a reasonable time, the parties shall submit the matter to mediation by a trained mediator approved by both parties, the cost of which shall be shared equally by the parties. Any dispute, controversy or claim arising under this Agreement not resolved through mediation within a reasonable period of time (not to exceed 90 days) shall be finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this Agreement by a single arbitrator appointed in accordance with such Rules. The appointing authority shall be the American Arbitration Association. The parties shall share the costs of any arbitration equally, unless the award of the arbitrator provides otherwise. The arbitrator’s award shall be non-appealable and enforceable in any court of competent jurisdiction. The place of mediation or arbitration shall be San Francisco, California. Nothing in this Section 11.9 shall preclude any party from seeking injunctive relief or other equitable remedies (whether prior to or during such mediation or arbitration) if necessary to protect the interests of such party.


DEFINITIONS. 
In addition to the capitalized terms otherwise defined herein, the following additional capitalized terms shall have the meanings set forth below, unless the context clearly otherwise requires:
“Change in Ownership” shall mean (a) the acquisition of the Client by another person or entity by means of any transaction or series of related transactions (including, without limitation, any purchase of equity interests, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), or the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Client, unless, in connection with such acquisition or disposition of assets, the Client’s equity owners as constituted immediately prior to such acquisition or disposition shall, immediately after such acquisition or disposition (by virtue of equity interests issued as consideration for the Client’s acquisition or disposition or otherwise) hold, or have the power or right to direct the voting of, equity interests representing more than 50% of the voting power of the surviving or acquiring entity; (b) the approval by the equity owners of any plan or proposal for the liquidation or dissolution of the Client; or (c) any other change in control of the Client.


“Confidential Information” shall mean all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, programs, software, inventions, processes, know-how, chip designs, mask works, designs, drawings and any other documentation), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, in all types of disks, diskettes, computer memory or storage or other media, or by drawings or inspection of physical items, and whether or not modified or merged into other materials); provided, however, that the term "Confidential Information" shall not include the Content that is intended to be published on the Website. 


“Content” shall mean any and all information, data, documents, graphics, video, audio, images, sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of, the Client to Granicus, Inc. 
“Granicus Enterprise™ System” shall mean the product specified in your proposal henceforth identified as Proposal hereto.
“Equipment” shall mean the components of the Granicus Live™ System.
12.6 “The Proposal” shall mean the document which specifies the Products or Services the Client chooses to utilize from Granicus, Inc. 
1.7 “Media Management Software” shall mean the web application used to administer the streaming media
1.8 “Intellectual Property Rights” shall mean all right, title and interest in and to any and all intellectual property rights throughout the world, including, without limitation, any and all patents, patent applications, copyrights, copyright applications, moral rights, trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any and all similar or equivalent rights throughout the world.
“Losses” shall mean demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, fines, penalties, judgments, losses, damages (including diminution in value), liabilities, obligations, and any costs and expenses, including without limitation interest, penalties, investigative costs and reasonable attorneys’ fees.
“Representatives” shall mean the officers, directors, employees, agents, attorneys, accountants, financial advisors and other representatives of a party.
“Trademarks” shall mean, with respect to each party to this Agreement, all trademarks, trade names and logos of such party listed on Exhibit C attached hereto and any other trademarks, trade names and logos that such party may specify in writing to the other party from time to time.
“Client Website” shall mean, collectively, the web site of any Granicus, Inc. client that is hosted by Granicus, Inc.


“Managed Services” shall mean monthly fees paid to Granicus, Inc. by Client for bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus Enterprise™ System maintenance and monitoring. 


12.14 “Live” shall mean the time at which “Managed Services” are activated and monthly billing begins.
12.15 “Revocable” shall mean that your right to use or access the media management software shall be annulled because you have either discontinued your use of a Granicus Managed Services program, failed to pay any Granicus fees for more than 30 days, or breached the terms of this contract. 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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