2009-143ORDINANCE NO. A W'2 -1VJ
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR
SOFTWARE FOR AN AGENDA MANAGEMENT SYSTEM FOR THE
BROADCASTING OF CITY OF DENTON CITY COUNCIL AND PLANNING AND
ZONING COMMISSION MEETINGS, FROM GRANICUS, INC. WHICH IS
AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH THE
PERTINENT PROVISIONS OF CHAPTER 252 OF THE TEXAS LOCAL
GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM THE
REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN
EFFECTIVE DATE (FILE 4331-SOFTWARE FOR AGENDA MANAGEMENT
SYSTEM IN AN AMOUNT NOT TO EXCEED $89,712.97).
WHEREAS, Section 252.022 of the Local Government Code provides that
procurement of items that are only available from one source, including; items that are
only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility
purchases; captive replacement parts or components for equipment; and library materials
for a public library that are available only from the persons holding exclusive distribution
rights to the materials; need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items
mentioned in the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as
described in the "File" listed hereon, and on file in the office of the Purchasing Agent,
and the license terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
4331 Granicus, Inc. $89,712.97
SECTION 2. The acceptance and approval of the above items shall not
constitute a contract between the City and the person submitting the quotation for such
items until such person shall comply with all requirements specified by the Purchasing
Department.
SECTION 3. The City Manager is hereby authorized to execute any contracts
relating to the items specified in Section 1 and the expenditure of funds pursuant to said
contracts is hereby authorized.
SECTION 4. This ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this the Z~ day of 12009.
MARK N-BURRC(IJGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY. ~ )11 ~ :h La--.,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
4-ORD-File I
GRANICUS, INC. SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement"), dated as of June 2, 2009 (the
"Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation,
and the City of Denton (the "Client"). Capitalized terms used in this Agreement have the
meanings given them in Section 13.
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
B. WHEREAS, Gmnicus desires to provide and Client desires to (i) purchase the
Granicus Solution as set forth in the Proposal attached as Exhibit A to facilitate streaming and
distribution of live and archived digital media content, (ii) engage Granicus to integrate its
Granicus Software onto the Customer Website, (iii) use the Granicus Software subject to the terms
and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the
Streaming Solution through the Managed Services set forth in the Proposal.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants, representations and warranties herein contained, the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
Granicus will provide Client with the Granicus Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in the Proposal attached as Exhibit A.
1.2 The Proposal. 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 OF LICENSE.
2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and
non-exclusive account to access the Granicus Software listed in the 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, Client may use the Granicus Software to
perform its own work and work of its customers/constituents. Cancellation of the Client's
Managed Services will also result in the immediate termination of the Client's Software license as
described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 7.2 and 7.3 of this
Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will
substantially perform in accordance with its applicable written specifications for as long as the
GRANICUS, INC. SERVICE AGREEMENr I Version 4.0.1
Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach
by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance,
and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus
Software. Client agrees to comply with Granicus's reasonable instructions with respect to the
alleged defective Granicus Software.
2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership
and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not
assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service
bureau or on a time share basis; (b) reverse engineer, decompile or otherwise attempt to derive
source code from the Granicus Software; (c) provide, disclose, or otherwise make available the
Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow
another Meeting Body, in or outside its jurisdiction, to use the Granicus Software, or copies
thereof, except as expressly outlined in the Proposal.
2.5 Licensee Obligation for Security. Client shall take appropriate action by
instruction, agreement, or otherwise with those of its employees and third party agents having
access to the Granicus Software to restrict and control the use, copying, modification, disclosure,
transfer, protection, and security of such Granicus Software in accordance with the provisions of
this Agreement.
2.6 Licensing Types. Components of the Granicus Software are licensed as follows, as
further provided in the Proposal attached as Exhibit A:
(a) by Site: bandwidth and storage components, MediaManager Basic, MediaManager
Enterprise, podcasting (both audio-only and audio/video);
(b) by Install: Outcast Encoder, MediaVault, StreamReplicator, VotingSystem,
MobileEncoder (both audio-only and audio/video);
(c) by Meeting Body: MinutesMakc[, agenda workflow integration, Agenda 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.
CUSTOMER SUPPORT: SALE AND MAINTENANCE OF HARDWARE
3.1 Customer Support. At no additional fee, Granicus will use commercially
reasonable efforts to provide Client with reasonable telephone or e-mail technical support twenty-
four (24) hours a day, seven (7) days a week, via the office and after hours customer support lines
and email address. Support Information is listed in Exhibit B. Additional support of software
enhancements or modifications may be requested by Client subject to Client's payment to Granicus
of additional fees. Granicus may update and revise the Granicus Software periodically and will
provide such updates to Client as they are made available.
3.2 Sale and 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 Exhibit C.
GRANICUS, INC. SERVICE AGREEMENT 2 Version 4.0.1
4. PAYMENT OF FEES
4.1 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to
pay fifty percent (50%) of the cost of Granicus Software 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 (including shipping costs) in full, as outlined in the
Proposal.
4.3 Upon the completion of Phase I Training, Granicus shall invoice and the Client
agrees to pay the remaining fifty percent (50%) of the cost of Granicus Software and Professional
Services as outlined in the Proposal.
4.4 Monthly billing for Managed Services shall begin upon completion of Phase 1
Training, as agreed upon in the Proposal.
4.5 Client agrees to pay all invoices from Granicus within thirty (30) days of receipt of
invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly
basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all
invoices to:
Name: _
Title: _
Address:
4.6 Upon renewal of this Agreement, Granicus may include (in which case Client
agrees to pay) a maximum increase of three (3) percent a year on Client's Managed Services Fee.:
5. CONTENT PROVIDED TO GRANICUS
5.1 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. However, Granicus has the right
(but not the obligation) to remove any Content that Granicus believes violates any applicable law
or this Agreement.
5.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes
any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates
any law, statute, ordinance or regulation, including without limitation the laws and regulations
governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic
or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane,
defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes
unlawful content or activity; (v) is harmful to minors; or (vi) contains any viruses, Trojan horses,
worms, time bombs, or any other similar software, data, or programs that may damage,
detrimentally interfere with, intercept, or expropriate any system, data, information, or property of
another.
5.3 Indemnification. Client agrees to indemnify, defend and hold harmless Granicus,
GRANICnS, INC. SERVICE AGREEMENT 3 Version 4.0.1
its officers, directors and employees, from and against any losses, damages and expenses
(including lawyers' fees) arising out of or relating to any third party claims made against Granicus
based on Client's use of the Granicus Solution including, without limitation, any claims that Client
has copied, distributed or transmitted any image files in violation of any third party's rights or has
directly or indirectly exported or transmitted the Content in violation of any applicable export
restrictions.
6. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are 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 granted to
Granicus, Inc. pursuant to Section 6 hereof. All goodwill arising from use of Client's
Trademarks is solely for Client's benefit. Upon any termination of this Agreement,
Granicus's right to use Client's Trademarks pursuant to this Section 6 terminates.
(b) 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 6 hereof. Upon any termination of this
Agreement, Client's right to use Granicus' Trademarks pursuant to this Section 6
terminates.
(c) Each party grants to the other a non-exclusive, non-transferable (other than
as provided in Section 8 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.
(d) 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 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 clients, and to list Client as a customer on the Granicus website(s).
SECURITY: LIMITATION OF LIABILITY
7.1 Security of Data. Granicus will take commercially 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 username and password for accessing the
Granicus Solution.
7.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN,
GRANICUS'S SERVICES, SOFTWARE AND DELIVERABLES ARE PROVIDED "AS IS"
AND GRANICUS EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
GRANICUS, INC. SERVICE AGREEMENT 4 Version 4.0.1
MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS
FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT ACCESS TO
OR USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE. IN THE EVENT OF ANY INTERRUPTION, GRANICUS'S SOLE OBLIGATION
SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS.
7.3 Limitation of Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, GRANICUS AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE
LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING BUT NOT LIMITED TO:
THOSE ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES,
SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; DAMAGES OR COSTS
RELATING TO THE LOSS OF: PROFITS OR REVENUES, GOODWILL, DATA
(INCLUDING LOSS OF USE OR OF DATA, LOSS OR INACCURACY OR CORRUPTION OF
DATA); OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR
TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
EVEN IN THE EVENT OF THE FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT
WILL GRANICUS'S AND ITS SUPPLIERS' AND LICENSORS' LIABILITY EXCEED THE
AMOUNTS PAID BY Client UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF
THE CLAIM (INCLUDING WITHOUT LIMITATION, ANY CONTRACT, PRODUCT
LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE), STATUTORY OR
OTHERWISE).
8. CONFIDENTIAL INFORMATION & OWNERSHIP.
8.1 Confidentiality Obligations. Each party agrees to keep confidential and not
disclose to any third party, and to use only for purposes of performing or as otherwise permitted
under this. Agreement, any Confidential Information. The receiving party shall protect the
Confidential Information using measures similar to those it takes to protect its own confidential and
proprietary information of a similar nature but not less than reasonable measures. Each party
agrees not to disclose the Confidential Information to any of its Representatives except those who
are required to have the Confidential Information in connection with this Agreement and then only
if such Representative is either subject to a written confidentiality agreement or otherwise subject
to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential
Information.
8.2 Exceptions. The obligations of this Section 8 shall not apply with respect to any
particular portion of the Confidential Information if receiving party can prove by appropriate
documentation that such Confidential Information (i) was known to the receiving party as shown
by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain
at the time of the disclosure thereof, (iii) entered the public domain through no action of the
receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or
government order to be disclosed by the receiving party, provided that the receiving party shall
(notify) the disclosing party in writing of such required disclosure as soon as reasonably possible
prior to such disclosure, (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.
8.3 Contract Use Disclosure. The terms and conditions of this Agreement may be
GRANICUS, INC. SERVICE AGREEMENT 5 Version 4.0.1
used by either party to disclose the terms and conditions to other local agencies in an effort to
exhibit the following: the terms and conditions as fair and reasonable, or to determine the best
value, or for marketing purposes, or to further business development.
9. DISCLOSURE OF AGREEMENT; INTERLOCAL ARRANGEMENTS.
9.1 Disclosure of Agreement Terms. The terms and conditions of this Agreement may
be disclosed by either party to other public agencies for the purpose of such other agencies
purchasing services under this Agreement pursuant to an interlocal or cooperative arrangement
with Client. In addition, Granicus may disclose the terms and conditions of this Agreement in an
effort to show that the terms offered to another public agency are fair and reasonable 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 Granicus's sole
discretion and for any reason.
9.2 Included Parties; Interlocal Agreement. Pursuant to any interlocal,
intergovernmental, or other such cooperative agreement with Client, Granicus will accept orders
from, and will furnish the Granicus Software, Hardware, Professional Services, and Managed
Services as outlined in the Proposal to any governmental agency or other public entity authorized
by Client to use the Proposal, based upon substantially the same terns and conditions of this
Agreement, with the exception of price schedules.
<<Please insert the agencies with which you have Interlocal Agreements with here>>
9.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract
separately with other similar or related political subdivisions (i.e., colleges, school districts,
counties, cities, etc.) of Client, based upon substantially the same terms and conditions of this
Agreement, with the exception of price schedules, in an effort to establish the terms and conditions
as fair and reasonable.
10. TERM AND TERMINATION.
10.1 Term. The term of this Agreement shall commence on the date hereof and shall
continue in full force and effect for one (1) year after the date hereof. This Agreement shall
automatically renew for an additional three (3) terms of one (1) year each, unless either party
notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party
does not wish to renew this Agreement.
10.2 Termination. This Agreement may be terminated, in whole or in part, pursuant to
the following terms and conditions:
(a) after one year from the Effective Date, by the Client for convenience, upon
sixty (60) days prior written notice to Granicus;
(b) by either party if the other party materially defaults or breaches this
Agreement and fails to cure such default or breach within sixty (60) days following receipt
of written notice from the non-breaching party.
10.3 Rights Upon Termination. Upon any expiration or termination of this Agreement,
and unless otherwise expressly provided in an exhibit to this Agreement:
GRANICUS, INC. SERVICE AGREEMENT 6 Version 4.0.1
(a) Client's right to access or use the Granicus Solution, including Granicus
Software, terminates and Granicus has no further obligation to provide any services;
(b) Client has the right to keep any purchased Hardware, provided that Client
removes and/or uninstalls any Granicus Software on such Hardware; and
(c) Client shall immediately return the Granicus Software and all copies
thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a
written certification to Granicus certifying that it no longer has custody of any copies of the
Granicus Software.
10.4 Obligations Upon Termination. Upon any termination of this Agreement,
(a) the parties shall remain responsible for any payments that have become
due and owing up to the effective date of termination;
(b) the provisions of Sections 2.1, 2.4, 2.5, 4, 5, 6, 7.2, 7.3, 8, 9.1, 10.4, 11, 12
and 13 hereof, and applicable provisions of the Exhibits intended to survive, shall survive
termination of this Agreement and continue in full force and effect;
(c) pursuant to the Termination or Expiration Options Regarding Content
attached as Exhibit E, Granicus shall allow the Client limited access to the Client's
Content, including, but not limited to, all video recordings, timestamps, indices, and cross-
referenced documentation. The Client shall also have the option to order hard copies of the
Content in the form of compact discs or other equivalent format; and
(d) Granicus has the right to delete Content within sixty (60) days of the
expiration or termination of this Agreement.
H. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT.
11.1 Intellectual Property Indemnity. Subject to the terms and conditions of this
Agreement, Granicus will defend any 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 any final judgment rendered on, or settlement agreed to
in writing by Granicus with respect to, such claim. These obligations are contingent upon Client
promptly notifying 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 Agreement.
Granicus will not be responsible for any settlement it does not approve in writing. THE
FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE
DISCLAIMED.
11.2 Granicus's Options. If the Granicus Software becomes, or in Granicus's opinion is
likely to become, the subject of an infringement claim, Granicus may, at its option and sole
discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in
this Agreement; (ii) replace the Granicus Software with another software product that provides
similar functionality; or (iii) if Granicus determines that neither of the foregoing options are
reasonably available, Granicus may cease providing the applicable services or require that Client
cease use of and destroy the Granicus Software. In that event, and provided that Client returns or
GRANICUS, INC. SERVICE AGREEMENT 7 Vcr ion 4.0.1
destroys (and certify to such destruction GO all copies of the Granicus Software in Client's
possession or control, if any, Granicus will refund to Client all license fees paid by Client under the
current Agreement.
11.3 Limitations of Indemnity. Granicus's obligations under Section I 1 do not apply to
any claims, damages or liabilities arising out of or relating to any of the following ("Excluded
Claims"): (i) the combination of the Granicus Software 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 such
modification; (iii) use of the Granicus Software in a manner not 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 Gmnicus with respect to any and all Excluded Claims.
12. MISCELLANEOUS.
12.1 Insurance Requirements. Granicus understands and agrees to comply with the
standards and requirements that Client has set forth in the Insurance Requirements listed in Exhibit
F.
12.2 Export Restrictions. The parties will comply with all applicable laws, rules and
regulations, including export laws, in its performance under this Agreement. In particular, Client
acknowledges and agrees that the Granicus Software and other materials provided by Granicus are
subject to regulation by U.S. Government agencies and other governmental authorities, and Client
agrees not to directly or indirectly export, re-export or import any such materials without first
obtaining all required licenses and permissions.
12.3 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 may assign this Agreement in connection with a merger, consolidation, assignment, sale
or other disposition of the majority of Granicus's stock or substantially all of the assets or business
relating to the portion of Granicus's 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.
12.4 Amendment and Waiver. This Agreement may be amended, modified, waived or
canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the
party waiving compliance. Any failure by either party to strictly enforce any provision of this
Agreement will not be a waiver of that provision or any further default.
12.5 Governing Law. The laws of the State of Texas shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
Except for actions for injunctive relief relating to proprietary rights or enforcement or recognition
of any award or order in any appropriate jurisdiction, actions relating to this Agreement shall be
brought in the state or federal courts located in and serving Denton County, Texas. Each of the
parties consents to the personal and exclusive jurisdiction of that court for this purpose.
12.6 Construction and Severability. Wherever possible, each provision of this
GRANICUS, INC. SERVICE AGREEMENT 8 Version 4.0.1
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent
necessary to make the provision legal and enforceable; all remaining provisions continue in full
force and effect.
12.7 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
12.8 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.
12.9 Entire Agreement. This Agreement, including the Proposal attached as Exhibit A,
and other applicable exhibits (which may include the Contact Information attached as Exhibit B,
the Hardware Exhibit attached as Exhibit C. the Trademark Information listed in Exhibit D, the
Termination or Expiration Options Regarding Content provided in Exhibit E, and the Insurance
Requirements listed in Exhibit F , is the entire agreement of the parties and replaces any other
understandings or agreements (whether oral or written) between the parties regarding the subject
matter of this Agreement.
12.10 Notices. All notices and other communications required or permitted under this
Agreement must be in writing and 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 ten (10) 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, 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.
12.11 Force Majeure. Other than payment obligations, neither party is responsible for
any delay or failure in performance if caused by any event outside the reasonable control of the
party, including without limitation acts of God, government regulations, shortage of supplies, act of
war, act of terrorism, earthquake, or electrical, internet or telecommunications outage.
13. DEFINITIONS.
In addition to the capitalized terms otherwise defined herein, the following additional
capitalized terms shall have the meanings set forth below:
13.1 "Agreement" shall mean this Service Agreement.
13.2 "Client" shall mean the City of Denton.
13.3 "Client Use" shall mean any public streaming, document posting, podcasting, or
internal streaming that is not for system testing or validation purposes by Client.
13.4 "Confidential Information" shall mean all proprietary or confidential information
disclosed or made available by the other party pursuant to this Agreement that is identified as
confidential or proprietary at the time of disclosure or is of a nature that should reasonably be
considered to be confidential, and includes but is not limited to the terms and conditions of this
Agreement, and all business, technical and other information (including without limitation, all
product, services, financial, marketing, engineering, research and development information,
GRANICUS, INC. SERVICE AGREEMENT 9 Version 4.0.1
product specifications, technical data, data sheets, software, inventions, processes, training
manuals, know-how and any other information or material), disclosed from time to time by the
disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including
without limitation, in writing, orally, electronically, or by inspection); provided, however, that
Confidential Information shall not include the Content that is to be published on the website(s) of
Client.
13.5 "Content" shall mean any and all, 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.
13.6 "Customer Website" shall mean the Client's existing website.
13.7 "Granicus" shall mean Granicus, Inc.
13.8 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may
include Granicus Software, Installation and Training, Managed Services, and Hardware, as
specified in Exhibit A.
13.9 "Granicus Software" shall mean all software included with the Granicus Solution
as specified in the attached Proposal that may include but is not limited to: MediaManagerTM
(includes Uploader, Software Development Kit, CD Creator, and Podcasting Services),
MinutesMakerTM (includes LiveManager), MobileEncoderTM, VotingSystemTM (includes Public
Vote Display and MeetingMember), OutCastTM Encoder (includes Meeting Server),
StreamReplicatorTM, and MediaVaultTM
13.10 "Hardware" shall mean the equipment components of the Granicus Solution, as
listed in Exhibit A.
13.11 "Install" shall mean a single instance in which the software is setup and prepared
for use with the Granicus Solution.
13.12 "License Fee" shall mean the total cost of the Granicus Software product, as
specified in Exhibit A.
13.13 "Managed Services" shall mean the services provided by Granicus to Client for
bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus
Solution maintenance, upgrades, parts, customer support services, and system monitoring, as
detailed in the Proposal attached as Exhibit A.
13.14 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as
specified in Exhibit A.
13.15 "Meeting Body" shall mean 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 decisions through a democratic voting process (typically following Robert's Rules of
Order). Two or more Meeting Bodies may be comprised of some or all of the same members or
officials but may still be considered separate and unique Meeting Bodies at Granicus' sole
discretion. For example, committees, subcommittees, city councils, planning commissions, parks
and recreation departments, boards of supervisors, school boards/districts, and redevelopment
GRANICUS, INC. SERVICE AGREEMENT 10 version 4.0.1
agencies may be considered separate and unique individual Meeting Bodies at Granicus' sole
discretion.
13.16 "Professional Services" shall mean the installation, design, website and template
integration, and training obligations as detailed in the Proposal.
13.17 "Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors and other representatives of a party.
13.18 "Site" shall mean an organization that is governed by a single set of policy and
budgetary restraints. For example, a city and its school district are considered separate Sites.
Exceptions may be granted at Granicus's sole discretion.
13.19 "Trademarks" shall mean all trademarks, trade names and logos of Client listed
on Exhibit D attached hereto, and any other trademarks, trade names and logos that Client may
specify in writing to Granicus from time to time.
GRANICUS, INC. SERVICE AGREEMENT II Version 4.0.1
This Agreement consists of this Service Agreement as well as the following exhibits, as indicated:
Exhibit A:
Proposal
Exhibit B:
Support Information
Exhibit C:
Hardware Exhibit
Exhibit D:
Trademark Information
Exhibit E:
Termination or Expiration Options Regarding Content
Exhibit F:
Insurance Requirements
GRANICUS, INC.
Thomas A. Spengler
Its: Chief Executive Officer
Address:
568 Howard Street, Suite 300
San Francisco, CA 94105
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS-------.,,
B
Client
By:
Name: 7
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Its: (A / Y
Address:
215 E. McKinney Street
Denton, TX 76201
Date: Q6Il0 0
GRANICUS, INC. SERVICE AGREEMENT 12 Version 4.0
EXHIBIT A
PROPOSAL
(The remainder of this page is left blank intentionally.}
GRANICUS, INC. SERVICE AGREEMENT -PROPOSAL A-1 Version 4.0
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City of Denton 5/20/2009
Billy Matthews, Cable Television Supervisor Uia email
Dear Billy,
Thank you for considering Granicus. It's been a pleasure to learn about the unique needs of Denton. We look forward to
establishing a rewarding, long-term relationship with you.
We've prepared a proposal containing Granicus products and services tailored to your organizational and fiscal requirements.
By selecting Granicus, your organization will experience what our extensive government client base already has: that we're a
trusted partner. And we're the only company with the experiences and capabilities to integrate webcasting and public meeting
management technologies into your existing legislative processes, software, and technical infrastructure.
With Granicus VoteCastTM, you have all the tools to help you manage live meetings -from roll calls and speakers to motions and
votes -and automatically provide online access to meeting records. Combined with our minutes annotation and webcasting
offering, a UoteCastTM solution helps you run public meetings more efficiently and make public records more accessible.
UoteCastTM is highly flexible to meet your unique workflow needs. Our voting system clients have come to rely on these tools to
move their meetings forward at a more productive pace. The automatic flow of information helps improve process efficiency and
the accuracy of your public record, while decreasing the need for paper copies.
Also, with UoteCastTM, meeting actions are noted automatically so transcription challenges and errors are reduced. Actions performed by your membership automatically flow into a digital minutes record managed by your clerk. Clerks and secretaries
no longer have to manually annotate votes or motions. The solution ensures digital minutes and agendas are ready to go live
online, at your convenience. They can be posted without the need for technical assistance. Plus, the combination of your public
records cross-linked with public meeting webcasts, archives, keyword search, and interactivity creates what we call an
Integrated Public Record. With it, you can improve the transparency and accessibility of your public records and maintain your
meeting archives long-term.
At Granicus, our service-driven model ensures your critical applications are installed quickly and run effectively with 24/7 tech
support and proactive monitoring. You'll also receive unlimited web-based training and a dedicated account manager who will
know your solution inside and out. Our aim is to help you achieve your goals most effectively.
We look forward to working with you.
Most Sincerely,
Michael Osuna
South Central Regional Director
Granicus, Inc.
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Software Modules
~t
MediaManager Enterprise Access $3,250.00
MediaManager $6,500.00
MinutesMaker (2 Meeting Bodies) $6,500.00
Outcast Encoder Software ~1 License} $650.00
VoteCast Server Software ~1 License} $3,250.00
VoteCast Touch Client Software (7 Voting Seats) $13,650.00
VoteCast Public Display Client Software ~1 License} $1,300.00
Sales Tax 0.00 % $0.00
Software Subtotal $35,100.00
Professional Services
.
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________a . Software Installation and Configuration $6,500.00
(1) -Document Template $975.00
On-Site Deployment (1 Day) $1,300.00
On-Site Training ~5 Days} $9,100.00
Phone/Web Training ~2 Hours) $300.00
UoteCast Workflow Analysis & Configuration $6,500.00
(1) -Full Player $866.66
(1) -Sectioned View Page $1,300.00
MediaManager Phase 1 Web Training (1 Series) $1,700.00
Sales Tax 0.00 % $0.00
Professional Services Subtotal $28,541.66
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Hardware Com onents
p
(9) -Member Station Monitors ~Elo Touch Monitor 1515L) $6,750.00
(1) -Outcast Encoder Server (AV rack mount with RAID} $2,346.31
(10} -Meeting Member CPUs $14,000.00
(1) -Osprey 230 Video Capture Card $450.00
Sales Tax 0.00 % $0.00
Hardware Subtotal $23,546.31
Shipping $2,525.00
Total Sales Tax ~ 0.00 % $0.00
Total Up-Front Software, Professional Services & Hardware $89,712.97
Total Monthly Managed Services a $2,127.25
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This Proposal was generated by Michael Osuna of Granicus, Inc. on 5/20/2009 and it expires on 11/20/2009.
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granicus
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Granicus MediaManagerTM consists of a set of web-based software tools designed to efficiently organize and manage your public
meeting and non-meeting content. These tools put the control of web publishing, public meeting workflow and system reporting
into the hands of non-technical users.
Public Site
Our solution includes several pages for your Internet users to access on-demand media and live broadcasts. Users will use these
pre-built pages to search out specific footage, and jump to specific events within your audio/video archive. The Granicus solution also allows for a key word search based on all of the index points associated with the complete library of video archives
related to the City. This functionality substantially increases the convenience of access to and use of meeting archives. Around
these core pages you can instantly control user access using a registration and log in system. All public web pages are
seamlessly integrated into your current website, so that the look and feel of your site remains consistent.
Protected Administration Site
As a client of Granicus, you will have access to a web based administrative site that will allow you to create and manage
archives, schedule and index live events, link documents and minutes of meeting to the video, view real time usage reporting,
and configure content distribution. You will also have access to a series of video editing tools that can be used to enhance your
on-demand content once it has been broadcasted or encoded.
Media ACgU1S1t10n t001S give you the ability to add audio and video content to your content library from a variety of
sources. Utilizing the Granicus OutcastTM encoder, live events can be simultaneously broadcast and archived to the library
easily and directly through the live event manager. During a broadcast you can add times stamped data, such as agenda
item indices or slides, allowing you to create rich multimedia presentations. You are also given a simple media import
tool that can be used to import any pre-encoded content from your desktop into your archive listing. Finally, the Granicus OutcastTM encoder, which is included with MediaManagerTM-Basic, 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 from encoding from VHS or DUD as part of our professional services.
• Automatic Live Event Scheduler and Archive Publishing -Live events, such as City Supervisors meetings, can be easily scheduled to be both broadcast live and archive through the Granicus Live Event Manager. By utilizing this tool,
the City will not require staff time or technical assistance to start, stop or archive their live events. Archives are
automatically transferred from the Granicus OutCastTM encoder to the Granicus MediaCenterTM and automatically
published the web site of City. These features substantially decrease the need for staff time to manage content creation
and publishing to the web site of City.
Media Clip AdminlStratl0n provides clients the tools to create, edit, delete, index, trim and merge digital video clips.
Once the media is in the archive library you can utilize indexing tools that allow you to set multiple "Jump To" points into
the video, providing your end user the ability to easily navigate your streaming content. Various other editing and
organizational tools allow you to modify your archives and add to the searchable Meta data associated with each archive.
~ Meeting Agen a Parser allows the City to index its video archives based on agenda item titles, by automatically pulling
the agenda item titles and descriptions from the agenda of the City and loading them into the Granicus MediaManagerTM,
These agenda item titles are than loaded into the live event manager, which allows you to index your video in real time
by simply clicking on an agenda item title and pressing enter when the council or board begins discussing that issue.
Other solutions, if they offer indexing, force you to manually retype and load the text for each agenda item. The Agenda
Parser feature assures quality indexing and substantially decreases the staff time need to create indices.
• Searchable Indexes -Audio and Video archives, which are viewable over the Internet, can be easily indexed with
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multiple jump points through the Granicus MediaManagerTM software. These indexes allow users to jump directly to the
specific point in the audio/video archive of the City. The Granicus solution also allows for a key word search based on all
of the index points associated with the complete library of video archives of the City. For example a key word search on
"Water" will return to the user a direct link to all of the audio/video archives, which discuss water usage in the City. This
functionality substantially increases the convenience of access to meeting archives.
• Searchable Closed Captioning -The Granicus solution supports the use of closed captioning, and the association of
the captioning with the streaming media. Captions are viewable during live and archived streaming for full ADA
compliance. For archived meetings the captions can also be searched by key words allowing the user to jump to the
appropriate point in the video archive. In addition captions can also be used to create a transcript for a particular agenda
item through the Granicus MediaManagerTM Software.
• DOCUment Mdndgement enables documents to be manually loaded and linked to video archives and directly associated
to the appropriate agenda items, resulting in a searchable archive that includes both the audio/video record of your
meeting and the staff reports or other documents that were used during the meeting. Cross-linking documents and
audio/video archives provide the most comprehensive records archive system available. To improve the efficiency of
integrating and linking your meeting documents with your meeting audio /video see the Document management
Integration option included with MinutesMakerTM
• CD Download with Indexing -Audio/Video Archives can be quickly downloaded and burned to CD by any
administrator of the Granicus solution. The CD download also includes the agenda item indexing information so users of
the CD can still jump directly to the agenda items they are interested in. This tool conveniently provides offline copies of
your meetings for those citizens without Internet access.
• Media Delivery subsystems, such as the Granicus StreamReplicatorTM and MediaVaultTM, maximize your existing
infrastructure investment by allowing you to deliver content using local storage and bandwidth when appropriate. These
systems function transparently as part of the Granicus solution, and complement the robust delivery architecture at the
Granicus MediaCenterTM, No special training is required to operate these devices as they function autonomously and are
controlled by Granicus MediaManagerTM software.
• SUmmdry RepOrtS provide you with detailed usage reports concerning: streaming requests, average user bandwidth,
outbound bandwidth, content popularity, and media storage usage.
• Complete Template Language -The Granicus MediaManagerTM software uses stag-based template language to
display all published content. This allows you to finely control the look and feel of your video and video-related pages,
and does not restrict your layout like aheader/footer based publishing system would. These templates can be easily
managed through our HTML editor by your webmaster.
• V1eWS yytem -The views system is the counterpart to the template language. The Granicus MediaManagerTM software
allows you to publish video archives and a list of upcoming live broadcast to the web by creating views. To create a view
you simply select the appropriate template and specific content you would like to have published. For example, a City
may want to publish all of its City Council archives and the upcoming live broadcast of the City Council meeting on one
webpage. To do this simply select the City Council archive folder and City Council event and then select the appropriate
template. This will generate an HTML webpage with the appropriate look and feel and content. Link this page into your
existing website and your ready to go.
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Granicus has crafted the Managed Services program to compliment each individual solution and ensure its success, regardless of
your network environment or technical expertise. Implementing this program provides each client expert attention and support.
The Granicus Managed Services program is based on four comprehensive components: storage and distribution management,
proactive systems management, continuous software upgrades and unlimited customer advocacy.
Stora a and Distribution Mana ement: g g
Most organizations are drawn toward the public accessibility that streaming offers; however, Granicus recognizes that many organizations are not in a position to make the costly labor and network infrastructure changes necessary to provide this service.
Granicus resolves network concerns by hosting your data and software at the Granicus MediaCenter.
• Extensive Archive Library. Your solution includes customized retention schedules for each of your meeting bodies.
Your solution also includes 200 hours of storage for non-meeting related content. Regardless of the number of times each
meeting body convenes, or how long they convene for, your twelve months of meeting-related storage is guaranteed. The 200 hours dedicated to non-meeting content generally accommodates a large number of internal trainings,
emergency preparedness and public service announcements. Options to extend your archive library beyond the standard
package are also available
• Unlimited Bandwidth. Through the hosted model, Granicus offers every client unlimited bandwidth. No matter how
many simultaneous requests for audio/video content Granicus fulfills, bandwidth expenses remain the same. Unlimited bandwidth facilitates reliable, consistent streaming, even in governments and public agencies with limited IT resources.
Proactive Systems Management:
Granicus goes above and beyond traditional support models by using systems management software to constantly monitor
every component of your solution. Our systems management software sends us immediate notification to if an error occurs. Our
support professionals work diligently to troubleshoot and resolve these issues remotely, so you are continually running with
minimal downtime. While clients are responsible for maintaining their own networks, operating systems, video signal and
client-procured hardware, our support team will notify and collaborate with proper client personnel when malfunctions are
affecting the integrity of your Granicus solution.
Continuous Software U rades: p~
Granicus Managed Services ensures that your Granicus software is up-to-date with the latest available security fixes,
recommended updates and feature releases. Our feature release process alerts clients when new software versions become
available and guarantees that each client experiences a successful update. Many of our new features are in response to the
needs expressed by our client family. As a result, we offer a simple, online method of submitting feature requests through our
Customer Service Portal.
Unlimited Customer Su ort: pp
The foundation of our customer philosophy is demonstrated by our dedication to immediate support and unlimited access to the
Granicus Customer Advocacy Team. Comprised of four specialty groups, this team ensures each client the highest level of
success with their Granicus solution. The team combines Outside and Inside Advocates, who are expert trainers and client- relationship managers, with skilled Technical Support Representatives and Web Designers, who go behind the scenes to resolve
outstanding issues. Personalized attention, incident response, and on-demand solutions drive our Customer Advocacy
philosophy, which is committed to maintaining the technical integrity of every Granicus solution throughout its lifecycle.
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• Personalized Attention. Granicus Customer Advocacy philosophy dictates that each client is ensured an Outside
Advocate as part of their Managed Services. Outside Advocates not only prepare clients to go live with our solution, they
also proactively monitor their client's progress. This is accomplished using a sophisticated customer success matrix that
helps Advocates determine if their client needs additional training and/or services. As a client's main point of contact for the longevity of the relationship, Advocates develop a unique understanding of the client's processes, technical
requirements and training needs. Advocates communicate this knowledge to the rest of the team to ensure smooth and
accurate resolutions that meet the client's satisfaction.
• Rapid Incident Response: When issues arise, the Customer Advocacy team is standing by ready to deliver proactive
advisory and responsive services. Outside Advocates, Inside Advocates and Technical Support Representatives are all available by phone and email to provide technical and strategic incident management during regular business hours:
Sam-7pm PST. Granicus Customer Advocacy provides complete support for incident diagnosis and resolution. If a system
problem involves complex support procedures, a Case (or help ticket) is created and sent to our support professionals for
assessment. Throughout the resolution process, clients are updated with their Case status to guarantee timely and
effective progress. Our dedicated support team devotes their complete attention and expertise to the Case until it is
resolved and closed. We also provide 24-hour emergency phone support to safeguard our clients from any irregularities
during evening meetings.
• Customer Service Porta .Granicus Managed Services means a proprietary knowledgebase is just a few mouse clicks
away. The Customer Service Portal ~CSP} provides all clients with 24/7 access to on-demand support and mentorship.
The CSP allows users to access documentation, research solutions to commonly encountered issues or post questions or
comments in the User Forum. Additionally, clients may report problems by logging into our secure Portal and opening a
Case online. Such Cases are instantaneously entered into the Granicus support queue for quick and efficient problem
isolation and response by our Technical Support Representatives. Additionally, clients may continue to expand their knowledge base by attending online classes offered through Granicus UniversityT"'. These free, online training sessions
are held weekly by our professional Advocates. Upon request, online classes may be specially customized to fit your
organization's needs. Furthermore, Granicus offers an annual User Conference filled with innovative classes, collaborative
learning and one-on-one training assistance.
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Granicus takes a proactive approach to every product implementation. Our professionals lay a foundation for success by
analyzing your business requirements and developing a deployment plan that speaks to your unique needs. The Professional
Services model includes a dedicated team to manage each step of the process, from design and configuration to testing and
implementation. Granicus exceeds traditional deployment services with personalized project planning and staff transitioning
plans. All components of our personalized service model coalesce to smoothly integrate your Granicus solution into your
current network environment and day-to-day operations.
Network Assessment. A solid network assessment is part of Granicus' preemptive strategy to eliminate network
susceptibilities before they affect your streaming operations. Through testing and analysis, deployment engineers work with
appropriate personnel to design a solution that fulfills the unique requirements of your network infrastructure. Completion of
the network assessment phase verifies that your existing infrastructure is properly configured for a successful deployment.
System Deployment. Flexible deployment options empower organizations to bring implementation goals into alignment
with existing staff and budget limitations. By adjusting roles and responsibilities, our three deployment options meet a
variety of needs without compromising quality. Every system deployment includes installation, configuration and validation.
• Turnkey: Turnkey deployments are a popular choice for organizations that require minimal integration complexity and
the ease of a'plug and play' solution. Granicus Deployment Engineers acquire the necessary hardware, configure
software to your specific needs and complete installation before shipping to appropriate personnel for quick and easy installation.
• ns~te: Onsite deployments offer extensive support for organizations with little to no resources to dedicate to their
solution implementation. Granicus takes responsibility for hardware procurement, software configuration and
installation and onsite hardware configuration and installation.
Training. Granicus Professional Services offers a training program that is unparallel in quality. Our Customer Advocacy
department exceeds premier service organizations by extending a personalized Customer Advocate to maximize the value
of your newly installed and configured system. Through pre-training consultations, your Customer Advocate defines your
organization's training needs and creates a transition plan that migrates staff members and workflows into your Granicus
environment. Advocates take a leading role in project management by serving as the primary contact and working with our Deployment Engineers and Web Designers to confirm system installation, configuration and validation. Next, your
Customer Advocate travels to your location to educate individual staff members about their unique role in the Granicus
solution. User training is designed to offer comprehensive instruction on how to utilize the Granicus system in the before,
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during and after-meeting stages. From streaming a live event to capturing motions and votes, our skilled Advocates
provide hands-on instruction in the comfort of your meeting and legislative environment.
Workflow Configuration. Every organization's live meeting process varies slightly, from common phrases utilized to the
amount of speaker time allotted. These existing workflows dictate specialized MinutesMaker and VotingSystem configurations. Granicus engineers work closely with your staff to assess such specifications and design a solution that
seamlessly integrates your existing public meeting and legislative operations.
Document Templates. Our MinutesMaker and VotingSystem solutions produce agenda and minutes documents that resemble your print versions but offer constituents much more in terms of functionality. Each agenda or minutes item is a
live link that takes viewers directly to the relevant portion of the audio/video. In order to ensure the visual integrity of your
online documents, a Granicus engineer assesses your current format and customizes an HTML-enhanced document
template that closely resembles the original. Granicus Professional Services is dedicated to satisfaction by providing a
template that maintains the high formatting standards of your original documents.
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Comprised of two world-class data centers, the Granicus MediaCenter is at the core of our hosted service model. MediaCenter
servers store and distribute the audio/video streaming files, applications and deployment services that complete each Granicus
solution. This design alleviates your organization of unwanted network congestion while meeting and exceeding the highest
industry standards and compliance requirements with 24/7/365 power, cooling, connectivity and security capabilities.
• Storage and Distribution. Granicus facilitates the creation of a robust archive library without the costly purchase of
memory. The large files contained in your archive library, such as videos, agendas, minutes and supporting legislative
documents sit on our servers outside your network. Staff and constituent requests for content are sent directly to our
MediaCenter. The MediaCenter fulfills all requests at optimum speeds through our unlimited bandwidth model.
• Application Performance. At the heart of each Granicus solution is MediaManagerTM, a web-based application that
drives your live and on-demand streaming and legislative operations from our MediaCenter. By placing this critical
application into the hands of our MediaCenter, it is secured around the clock by onsite engineers who ensure optimum
network and power availability. MediaCenter houses a number of other integral applications, such as Audio-Video
Podcasting, RSS Feeds and our Uideo Search Engine.
• Dep oyment Services. Granicus MediaCenter facilitates the centralization of our deployment process. As a result, we
offer flexible options that minimize the complications of Enterprise-wide software integrations. Beyond deployment, the
MediaCenter augments the effectiveness of your solution with on-going updates and new versions.
• Data Redundancy and Security. In the event of a national disaster, hardware malfunction, or application failure, Granicus MediaCenter delivers business continuity by ensuring the availability of your day-to-day streaming operations.
The Granicus defense strategy mandates automatic data replication between world-class data centers in San Francisco,
CA and Ashburn, VA. This collocation strategy ensures security while delivering mission critical content to clients across
the nation.
World-Class MediaCenter
• Hosted environment for consistent service
• 2 locations for optimum redundancy
• 24 hour engineers onsite
• Redundant Power capacity on an Independent Power Grid
• Biometrically secured 24 hours a day, 7 days a week, 365 days a year
• Climate Controlled
• Superior, redundant bandwidth providers
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Working with government Clerks and Secretaries from across the country, Granicus found many were frustrated by the time
commitment needed to take detailed minutes. Yet they were equally unsatisfied with the amount of information offered to the
public through action minutes. This long-standing dilemma is now re-evaluated as technology advances are challenging the old
assumption that you can not get more with less. Instead of trying to reshape the old, the Granicus MinutesMaker Module steps
outside the box and introduces a new form of minutes: LinkedMinutesTM-the most comprehensive minutes format in the
government sphere today.
I me rated Public Record g
The MinutesMaker Module uses cutting-edge technology to deliver a complete, integrated public record to your constituents. The
Granicus vision for an integrated public record dictates that all relevant meeting information is conveniently accessible online.
The end result is a dynamic archive showcasing your agendas, minutes, supporting documents, and audio/video recordings, all
cross-linked and keyword searchable.
LinkedMinutes
LinkedMinutes takes a leading roll toward achieving this all encompassing archive. This minutes format refers to an online
document that is embedded with HTML links to your audio/video recording. By simply clicking on an item, viewers are taken
directly to the relevant portion of the audio/video. This method makes obsolete the time-consuming task of rewinding and fast-forwarding through UHS tapes in search of just a few minutes of content. Furthermore, public availability of video,
integrated into your minutes, alleviates the necessity for clerks or secretaries to take detailed written minutes. LinkedMinutes,
which are action minutes in combination with audio/video clips, meet and exceed the detail found in traditional minutes
formats. This is due to the fact that most clerks, elected officials and residents feel that viewing the actual proceedings is more
accurate and desirable, both internally and externally, than reading a written interpretation.
Process Automation
MinutesMaker does much more for time and cost savings than merely changing the need for a lengthy minutes format. The
module is unique in its ability to automate much of the annotation process. This simple-to-use software enables you to record meeting attendance, motions, votes, speakers and discussion summaries in real-time; plus, a number of unique, time-saving
features have been worked into the product at the request of clerks across the country. Thus, the entire public record is easily
created through a single workflow that streamlines the legislative process.
The MinutesMaker Workflow
Pre-Meeting Action: Maximizing Efficiency
• Load Agenda. Before your live meeting, avoid any necessity for re-typing your agenda items by uploading your meeting
agenda into the Granicus system. Later, use these agenda items to embed time-stamps in the digital recording. For
clients with an existing Agenda Management system, Granicus may seamlessly integrate with such software to import
your agenda automatically
• Pre oa Motions. For agenda items that call for motions and votes during the meeting, the Granicus system allows you
to pre-load motions, saving you time during your live meeting.
• Preload Attendees. Load attendees for indefinite storage and quick selection to assemble motions, votes, and roll call.
Meeting attendee settings may be adjusted as your meeting members alter with elections.
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• Preload Speakers. Associate speakers to specific agenda items before the meeting.
• Pu 1S Agen a. Before the meeting, publish your agenda to your website with a click of a button. As part of Granicus
Professional Services, we create a template that allows your HTML agenda to either closely or exactly match your existing
agenda format. Supporting documents, such as agenda packets, may be linked into the published agenda, offering comprehensive availability of your meeting documents over the web.
• Schedule Live Webcast. Schedule your meeting to automatically broadcast live over your website.
Live-Meeting Action: Building Minutes
Every action of your meeting is recorded with a few clicks of a mouse. This natural process of building your minutes will automatically embed your video stream with time-stamps and result in the LinkedMinutes format.
• Roll Call. Quickly mark meeting attendees as Present, Absent, or Excused. For quick minutes creation, roll call settings
may be configured to default as absent or present. Furthermore, attendance may be changed while the meeting is in
session; a member's departure and arrival will appear in your LinkedMinutes in accordance with your current minutes
format.
• Record Agenda Items. As the meeting progresses, record agenda items as they are discussed by activating the items
you imported during your pre-meeting process. Recording the item can be accomplished by simply highlighting and
pressing return or by dragging and dropping the item to its appropriate location. This drag and drop feature may also be
used to adjust the order in which the meeting items are discussed
• Speaker Management. In addition to pre-loading speakers, you may add and call individuals to speak on any item
during the meeting. Activate the speaker timer by clicking on a button or manually entering the desired amount of time.
Speaker timer buttons may be configured to suit your existing meeting process.
• Record Motions ~ Votes. A few keystrokes in MinutesMaker generate the complete motion and vote text traditionally
found in your minutes document. Our highly configurable software guides users through the motion and vote process by
prompting the user to select a Mover, Seconder, and Action from pre-loaded drop-down menus. For unanimous yea
votes, one button completes the process and even remembers to note which members are absent. Depending on your
configuration choices, the text represented in your minutes document is automatically retrieved from your current
agenda item or suggested action from staff. The result is a complete text record of the item that is automatically indexed
against the audio/video recording.
• Quick Notes. Use the Quick Note panel to add notes to selected agenda items and automatically index them against the
digital recording. A feature called Text Expansion makes the note-taking process even quicker. This useful feature allows
the user to build a library of shortcuts that expand on command. The user can create abbreviations for commonly typed
names or phrases and expand them into form with just two easy keystrokes.
• Spell Check. Notes are automatically spell-checked. Misspelled words are quickly identified with a red underline and
corrected by right-clicking and selecting from alternate spelling suggestions.
• Manage Video Stream. Regardless of when the meeting is scheduled to start and stop, you may start, stop, and pause
your video stream on the fly. The pause feature prevents unsolicited recordings that occur during long breaks or closed
sessions
• Toggle between Meetings. Occasionally, a clerk or secretary must switch back and forth between separate meetings. MinutesMaker functionality supports this process by allowing you to toggle between meetings with separate agendas on
your command. Furthermore, this process will seamlessly create two separate audio/video archives.
Post-Meeti n g
• Publish AudioNideo Archive. Your video recording may be automatically published to your website after your
meeting. A manual option that requires approval before publishing is also available. This on-demand archive is now
14 of 18
~~I~
indexed against the agenda, linked to associated documents, searchable by keyword and available to staff and residents
on-demand.
• Modify Minutes. Granicus provides clerks and secretaries with auser-friendly interface and associated management tools designed specifically to finalize their records before publishing to the web. Within this interface, specific portions of
video may be quickly accessed to review and easily modify notes, votes, items and time-stamps to ensure an accurate
public record.
• Publish LinkedMinutes~`. Easily publish meeting minutes with a click of the mouse within seconds of approval through
our post-meeting interface. LinkedMinutes have become the premier choice for recording meeting actions. Replacing traditional minutes methods with an audio/video record eliminates the possibility of transcription error and drastically
reduces call-in requests for information from both staff and residents.
Complementary Products
• Mobile Encoder Video or Audio)
• Agenda Management Integration
• Granicus UotingSystem
• Foot Pedal
• MediaVault
• Speaker Timer
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~~I~
The Granicus Uoting System provides a secure and simple platform for managing public meeting proceedings. The Granicus
Uoting System workflow is integrated tightly with the Granicus MinutesMaker Workflow software, which together allows
legislative action emotions/votes) to be recorded directly from the individual meeting members into the meeting minutes. In
addition, voting results can be displayed to the audience via the Granicus Public Display. The Granicus voting system is unique
because it offers an inclusive work flow that not only involves the presiding officer and the council, but also allows for live
interaction with the Clerk/Secretary and other important staff members.
Clerk/Secretary Presiding Officer
Meeting Member Public Display
H ow i t Wo r ks
When a motion is made by the council it is recorded by the Clerk/Secretary through the Granicus Live Meeting Manager software
and subsequently displayed to each council member. As the Mayor calls for the vote, council members are prompted through a
simple display to cast their vote on the current motion. The voting system records and tallies the votes live, and will display the vote results upon prompting by the Clerk/Secretary or Mayor. The system supports standard and non-standard parliamentary
procedures including substitute motions, consent calendar, and Roll Call. In addition to providing a complete workflow for
managing motions and votes, the Granicus solution also supports speaker list management and the display and management of
multiple timers. Finally, the system generates searchable web based reports of the meeting proceedings. Reports include voting
and attendance records as well as links to supporting materials used in the meeting.
Granicus Voting System" Features:
16 of 18
~~I~
~ Simple voting management and display that non-technical council member can use
Supports projection and plasma screen display for vote results
Speaker list management for the Mayor
Multiple preset timers and display
~ Extremely fast work flow, which can keep pace with any meeting.
Links directly into Granicus Live Meeting Manager used by the Clerk/Secretary
Web based voting record and attendance reports
17 of 18
~~I~
The Granicus Outcast encoder coupled with the Granicus MediaManagerTM Software makes live streaming and archiving a simple
and hands off process. Most encoders simply convert an audio video signal into a digital format that can be used for streaming;
the Granicus OutcastTM does much more. Using the Granicus OutcastTM with your Granicus solution allows for live indexing,
synchronized captioning and automatic archiving and file transfer to distribution servers. Your Outcast encoder is also monitored
and maintained by Granicus as a part of your monthly managed services.
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H ow i t Wo r ks
The Granicus Outcast Encoder has a video capture card Osprey 230 by Uiewcast) placed into the PCI slot of on the Outcast encoder server. It is important to get a clean video and/or audio signal to the Osprey card. The Osprey comes with an "octopus"
cable that accepts the following physical connections:
Uideo:Composite ~BNC), S-Video
Audio: Balanced stereo (2 x XLR), Unbalanced stereo (2 x RCA)
While broadcasting a live event, the on-site Granicus OutcastTM Encoder receives your AV signal and converts it from analogue
to digital. Next, it converts the signal to the Windows Media format (multiple bit rates are supported). While streaming live, the
outcast encoder also writes a copy of the Windows Media file to the encoder server's the hard drive.During the encoding process, the ender is responsible for adding the index points and closed captioning meta data to the live event and archive file. When the
event is over, the encoder will then automatically transfer the archive file to the hosted and client side distribution servers.
When the file transfer is complete, MediaManager will automatically publish links to the integrated public record.
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EXHIBIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its
mailing address, general and support-only telephone numbers, and via e-mail or the Internet.
(a) Mailin Address. Mail may be sent to the support staff at Granicus
headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105.
(b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support
staff may be reached at (415) 655-2400 from 8:00 AM to 7:00 PM Pacific time. After
hours or in case of a technical support emergency, the support staff may be reached at
(415) 655-2414, twenty-four (24) hours a day, seven (7) days a week.
(c) Internet and E-mail Contact Information. The website for Granicus is
httpa/www.granicus.com. E-mail may be sent to the support staff at
support~a~,~ranicus.com.
3. Support Policy. When Granicus received notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e-
mail with (a) an assessment of the issue, (b) an estimated time for resolution, and (c) will be
actively working to resolve the issue as appropriate for the type of issue. Notification shall be the
documented time that Granicus receives the Client's call or e-mail notifying Granicus of an issue or
the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to
modify its support and maintenance policies, as applicable to its customers and licensees generally,
from time to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be
counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days
prior notice for any scheduled maintenance. All system maintenance will only be performed
during these times, except in the case of an emergency. In the case that emergency maintenance is
required, the Client will be provided as much advance notice, if any, as possible under the
circumstances.
5. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications into the licensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus
and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW"). Upon the Client's request for such enhancements/modifications, the Client shall prepare
a SOW for the specific project that shall define in detail the Services to be performed. Each such
SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall
submit a cost proposal including all costs pertaining to furnishing the Client with the
enhancements/modifications.
5.1 Documentation. After the SOW has been executed by each party, a detailed
GRANICUS, INC. SERVICE AGREEMENT - SLA B-1 Version 4.0
requirements and detailed design document shall be submitted illustrating the complete
financial terms that govern the SOW, proposed project staffing, anticipated project
schedule, and other information relevant to the project. Such enhancements or
modifications shall become part of the licensed Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a
"time-and-materials" basis unless otherwise stated in the SOW. Within ten (10) business
days of Granicus's completion of the milestones specified in the SOW and delivery of the
applicable enhancement/modification to Client, Client will provide Client with written notice of its acceptance or rejection of the enhancement/modification, based on the
acceptance criteria set forth in the SOW. Client agrees that it will not reject any
enhancement/modification so long as it substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole
property of the Granicus.
6. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' S SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE
FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE
ACCESS AS SOON AS REASONABLY POSSIBLE.
jEnd of Support Information]
GRANICUS, INC. SERVICE AGREEMENT - SLA B-2 Version 4.0
EXHIBIT C
GRANICUS, INC.
HARDWARE EXHIBIT
THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to
the Service Agreement between Granicus and Client, for the sale of the hardware components of
the Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part
of the Service Agreement and is incorporated therein by reference. This exhibit does not change
any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service
Agreement.
1. Purchase Price. The purchase price for the Hardware shall be the price specified in the
Proposal.
2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of
this exhibit. Delivery is F.O.B. Granicus's point of shipment. Granicus will select the shipment
method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon
delivery to the carrier at Granicus's point of shipment. Granicus retains title to the Hardware until Granicus has received payment in full of all sums due pursuant to this exhibit. Granicus retains
title to and ownership of all Granicus Software installed by Granicus on the Hardware,
notwithstanding the use of the term "sale" or "purchase."
3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the
failure by Customer to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Customer may only reject the Hardware if the Hardware
does not conform to the applicable written specifications.
4. Hardware Warranty. Granicus will provide to Client any warranty provided by the
manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear,
defective workmanship, or defective materials as long as such Hardware is then under the
manufacturer's warranty.
5. Service Response Time. For hardware issues requiring replacement, Granicus shall
respond (via written or verbal acknowledgment) to the request made by the Client within twenty- four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours
of the request by the Client, not including the time it takes for the part to ship and travel to the
Client. The Client shall grant Granicus or its Representatives access to the Hardware for the
purpose of repair or replacement at reasonable times. Granicus will keep the Client informed
regarding the time frame and progress of the repairs or replacements.
6. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE
PROVIDED UNDER SECTION Error! Reference source not found. ABOVE, THE SOLE
WARRANTY ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY AS
PROVIDED IN SECTION Error! Reference source not found. ABOVE, AND GRANICUS
DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE
HARDWARE. NO PERSON IS AUTHORIZED TO MADE ANY WARRANTY OR
REPRESENTATION ON BEHALF OF GRANICUS.
GRANICUS, INC. SERVICE AGREEMENT -TRADEMARK. C-1 Version 4.0
7. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR
CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL
DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR
OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN
NO EVENT WILL GRANICUS' S LIABILITY TO CLIENT ARISING OUT OF OR RELATING
TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO GRANICUS BY CUSTOMER FOR THE HARDWARE.
f end of Hardware Exhibit]
GRANICUS, INC. SERVICE AGREEMENT -TRADEMARK. C-2 Version 4.0
EXHIBIT D
TRADEMARK INFORMATION
Granicus Registered Trademarks
Granicus logo as a mark
Granicus®
MediaVault®
Mobile Encoder°
Outcast Encoder°
StreamReplicator®
Granicus Trademark Names TM
Integrated Public RecordTM
Intelligent RoutingTM TM LinkedMinutes
LiveManagerTM
TM MediaCenter
MediaManagerTM
MeetingMemberTM
MeetingServerTM
Simulcast EncoderTM
VoteCastTM
VoteCastTM Classic
VoteCastTM Touch
Client Trademarks
GRANICUS, INC. SERVICE AGREEMENT -TRADEMARK. C-1 Version 4.0
EXHIBIT E
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by Client or expiration of the Service Agreement, Granicus and the Client
shall work together to provide the Client with a copy of its Content. The Client shall have the
option to choose one (1) of the following methods to obtain a copy of its Content:
• Option 1: Video files on DVR and a compact disc (CD) that contains the index and clip
name data in CSV or XML format will be created and sent to the Client. This option may
result in an additional charge to Client.
• Option 2: Provide the Content via download from MediaManager or from a special site
created by Granicus. This option shall be provided free of charge.
• Option 3: Granicus shall provide the means to pull the content from the MediaVault in
CSV or XML format. This option shall be provided free of charge.
The Client and Granicus shall work together and make their best efforts to transfer the Content
within the sixty (60) day termination period. Granicus has the right to delete Content from its
services after sixty (60) days.
GRANICUS, INC. SERVICE AGREEMENT -TERMINATION E-1 Version 4.0
EXHIBIT F
INSURANCE REQUIREMENTS