COMPLETED BOARD ORDER AND AGR
��35
Before the Board of Supervisors in and for the
County of Monterey, State of California
Agreement No. A-12019
a. Approve and authorize the Contracts/Purchasing Officer on
behalf of the Information Technology Department to
execute a Professional Services Agreement between the
County of Monterey and Granicus, Inc. in the amount of
$20,607 for FY 2011-12, $20,607 for FY 2012-13, and
$20,607 for FY 2013-14 for a total contact amount of
$61,821 for the provision of maintenance and support of
the Granicus software to include MinutesMakerTM and
MediaManagerTM which is part of a comprehensive
services package to include storage and archiving, and
audio/video streaming of Board of Supervisor's, Planning
Commission, and LAFCO meetings which take place in
Monterey County;
b. Accept vendor's coverage term and limits;
c. Authorize the Contracts/Purchasing Officer to sign up to
two future amendments to this agreement where the
amendments do not exceed ten percent 10%) and do not
significantly change the scope of work; and
d. Authorize the Auditor-Controller to transfer funds from
Fund 020-2883 PEG funds upon request from Information
Technology Department as expended
Upon motion of Supervisor Salinas, seconded by Supervisor Calcagno, and carried by those
members present, the Board hereby;
a. Approved and authorized the Contracts/Purchasing Officer on behalf of the
Information Technology Department to execute a Professional Services
Agreement between the County of Monterey and Granicus, Inc. in the amount
of $20,607 for FY 2011-12, $20,607 for FY 2012-13, and $20,607 for FY
2013-14 for a total contact amount of $ 61,821 for the provision of
maintenance and support of the Granicus software to include MinutesMakerTM
and MediaManagerTM which is part of a comprehensive services package to
include storage and archiving, and audio/video streaming of Board of
Supervisor's, Planning Commission, and LAFCO meetings which take place
in Monterey County;
b. Accepted vendor's coverage term and limits;
c. Authorized the Contracts/Purchasing Officer to sign up to two future
amendments to this agreement where the amendments do not exceed ten
percent 10%) and do not significantly change the scope of work; and
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��35
d. Authorized the Auditor-Controller to transfer funds from Fund 020-2883 PEG
funds upon request from Information Technology Department as expended.
PASSED AND ADOPTED on this 28"' day of June, 2011, by the following vote, to wit:
AYES: Supervisors Calcagno, Salinas, and Parker
NOES: None
ABSENT: Supervisors Armenta and Potter
I, Gail T. Borkowski, Clerk of the Board of Supervisors of the County of Monterey, State of California, hereby
certify that the foregoing is a true copy of an original order of said Board of Supervisors duly made and entered in the
minutes thereof of Minute Book 75 for the meeting on June 28, 2011.
Dated: July 7, 2011 Gail T. Borkowski, Clerk of the Board of Supervisors
County of Monterey, State of California
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��GRANICUS, INC.
SERVICES AGREEMENT
THIS SERVICE AGREEMENT the Agreement"), dated as of July 1, 2011 the Effective
Date"), is entered into between Granicus, Inc. GRANICUS"), a California Corporation, and the County
of Monterey, a political subdivision of the State of California the COUNTY").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale
various streaming media solutions specializing in Internet broadcasting, and related support services;
and
B. WHEREAS, Granicus desires to provide and COUNTY desires to i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated
herein, to facilitate streaming and distribution of live and archived digital media content, ii)
engage GRANICUS to integrate its Granicus Software onto the COUNTY 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 Granicus Solution through the Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,
representations and warranties herein contained, the parties hereto agree as follows:
1. GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
GRANICUS will provide COUNTY with the GRANICUS Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. GRANICUS, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. GRANICUS agrees to provide COUNTY with a revocable, non-transferable
and non-exclusive license to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to GRANICUS and protected by intellectual property laws
and international intellectual property treaties. Pursuant to this Agreement, COUNTY may use the
Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the COUNTY's Managed Services will also result in the immediate termination of the
COUNTY's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, GRANICUS warrants that the Granicus Software, as provided by GRANICUS, will
substantially perform in accordance with its applicable written specifications for as long as the COUNTY
pays for and receives Managed Services. COUNTY'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. COUNTY agrees to comply with GRANICUS' 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 COUNTY is not permitted, and will not
assist or permit a third party, to: a) utilize the Granicus Software in the capacity of a service
Page
10
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��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.
3. PAYMENT OF FEES
3.1 COUNTY agrees to pay all costs as outlined in Exhibit A.
3.2 Monthly billing for Managed Services shall begin forty-five 45) days after the
receipt of a fully executed Agreement or the receipt of a purchase order for the up-front costs, whichever
occurs first, as agreed upon in Exhibit A.
3.3 COUNTY agrees to pay all invoices from GRANICUS within thirty 30) days of receipt
of invoice by the County Auditor Controller's Office COUNTY for Managed Services Fee to
GRANICUS on a monthly basis Granicus, Inc. shall send all invoices to:
Monterey County InformationTechnology
1590 Moffett Street
Sailnas, Ca. 93905
Attn: Accounts Payable
3.4 Upon renewal of this Agreement, GRANICUS may include in which case
COUNTY agrees to pay) a maximum increase of the current CPI percentage rate as found at The Bureau
of Labor and Statistics website or three 3) percent a year on COUNTY's
Managed Services Fee, whichever is larger.
3.5 Training Granicus shall provide one 1) online training as part of this Agreement to
be scheduled by the County at a mutually convenient date/time and as specified by the Granicus
training coordinator and mutually agreed by the designated representative of the County.
3.6 Additions. GRANICUS, at its' sole discretion, may add features or functionality to existing
product suite bundles for various reasons, including to enhance GRANICUS' offerings, or improve user
satisfaction. During the initial period of this Agreement, the customer understands that the use of these
additional products is included in the originally agreed upon monthly managed services fees.At contract
renewal, the customer acknowledges that this added functionality may have additional monthly managed
service charges associated with it and that monthly managed services rates on renewals may have a higher
rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The COUNTY shall have sole control and responsibility over the
determination of which data and information shall be included in the Content that is to be transmitted,
including, if applicable, the determination of which cameras and microphones shall be operational at any
particular time and at any particular location. However, GRANICUS has the right but not the obligation) to
remove any Content that GRANICUS believes violates any applicable law or this Agreement.
4.2 Restrictions. COUNTY 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
Page
11
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory,
libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or
activity; v) contains any viruses, or any other similar software, data, or programs that may damage,
detrimentally interfere with, intercept, or expropriate any system, data, information, or property of
another.
4.3. Content Ownership. The COUNTY shall own all right, title, and interest in and to all content
generated by the COUNTY on a worldwide basis, 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 CONTRACTOR pursuant to this Agreement.
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.
5. TRADEMARK OWNERSHIP. GRANICUS and COUNTY's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the COUNTY
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other
Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable other than as provided in
Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to
perform its obligations under this Agreement, provided that any promotional materials containing the
other party's trademarks shall be subject to the prior written approval of such other party, which approval
shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and
deliverables are provided as is" and Granicus expressly disclaims any and all express or implied warranties,
including but not limited to implied warranties of merchantability, non-infringement of third party rights, and
fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services
will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to
use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its
suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive
Page
12
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability
to access the services, software, content, or related technical support damages or costs relating to the loss of
profits or revenues, goodwill, data including loss of use or of data, loss or inaccuracy or corruption of
data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of
such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and
its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the
form of the claim including without limitation, any contract, product liability, or tort claim including
negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obligations. 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, 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 COUNTY.
7.2 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.
7.3 Exceptions. The obligations of this Section 7 shall not apply 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 i) 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.
8. TERM AND TERMINATION
8.1 The term of this Agreement is from July 1, 2011 to June 30, 2014, unless sooner
terminated pursuant to the terms of this Agreement.
8.2 Termination. During this term of this Agreement, the COUNTY may terminate the
Agreement for any reason by giving written notice of termination to the CONTRACTOR at least thirty
30) days prior to the effective date of termination. Such notice shall set forth the effective date of
termination. In the event such termination, the amount payable under this Agreement shall be reduced in
proportion to the services provided to the date of termination.
Page
13
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��8.3 Rights Upon Termination. Upon any expiration or termination of this Agreement, and
unless otherwise expressly provided in an exhibit to this Agreement:
a) COUNTY's right to access or use the Granicus Solution, including GRANICUS
Software, terminates and GRANICUS has no further obligation to provide any services;
b) COUNTY has the right to keep any purchased hardware, provided that COUNTY
removes and/or uninstalls any Granicus Software on such hardware. However, if COUNTY
has received hardware as part of a Granicus Open Platform Suite solution Open Platform
Hardware"), COUNTY understands that upon termination of this Agreement, COUNTY shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware
must be returned within fifteen 15) days of termination, and must be in substantially the same
condition as when originally shipped, subject only to normal wear and tear; and
c) COUNTY shall immediately return the Granicus Software and all copies
thereof to GRANICUS, and within thirty 30) days of termination, COUNTY shall deliver
a written certification to GRANICUS certifying that it no longer has custody of any copies of the
Granicus Software.
8.4 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 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and
applicable provisions of the Exhibits intended to survive, shall survive termination of this
Agreement and continue in full force and effect;
c) pursuant to the Termination or Expiration Options Regarding Content,
GRANICUS shall allow the COUNTY limited access to the COUNTY's Content, including, but
not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The
COUNTY shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
d) GRANICUS has the right to delete Content within sixty 60) days of the
expiration or termination of this Agreement.
9. PATENT. COPYRIGHT AND TRADE SECRET INFRINGEMENT
9.1 Granicus' Options. If the Granicus Software becomes, or in GRANICUS' opinion is likely to
become, the subject of an infringement claim, GRANICUS may, at its option and sole discretion, i)
obtain for COUNTY 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 COUNTY cease use of and destroy the Granicus
Software. In that event, and provided that COUNTY returns or destroys and certify to such destruction
of) all copies of the Granicus Software in COUNTY's possession or control, if any, GRANICUS will
refund to COUNTY all license fees paid by COUNTY under the current Agreement.
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
Page
14 i
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party
waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will
not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to
make the provision legal and enforceable; all remaining provisions continue in full force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 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.
10.6 Closed Captioning Services. COUNTY and Granicus may agree that closed captioning or
transcription services will be provided by a third party under this agreement. In such case,
COUNTY expressly understands that the third party is an independent contractor and not an agent or
employee of GRANICUS. GRANICUS is not liable for acts performed by such independent third party.
10.7 Authority. Any individual executing this Agreement on behalf of the COUNTY or
GRANICUS represents and warrants hereby that he or she has the requisite authority to enter into this
Agreement on behalf of such party and bind the party to the terms and conditions of this Agremeent.
10.8 All notices an other communications required or permitted under this Agreement must be
in writing and must be hand delivered or sent by registered 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 COUNTY, 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.
To GRANICUS, INC: Granicus, Inc.
Attn: Tom Spengler, CEO
568 Howard Street
San Francisco, CA. 94105
To the COUNTY: Information Technology Department
1590 Moffett Street
Salinas, Ca. 93905
Sarah House
11. CONFLICT OF INTEREST. GRANICUS covenants that GRANICUS, its responsible officers,
and its employees having major responsibilities for the performance of work under the Agreement
presently have no interest and during the term of the Agreement will not acquire any interests, direct or
indirect, which might conflict in any manner or degree with the performance of GRANICUS's services
Page
15
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
� �under this Agreement.
12. INDEMNIFICATION. GRANICUS shall indemnify, defend, and hold harmless the County of
Monterey hereinafter COUNTY"), its officers, agents and employees from any claim, liability, loss, injury or
damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents,
employees or sub-contractors while on COUNTY site, excepting only loss, injury or damage caused by the
negligence or willful misconduct of personnel employed by the COUNTY.
13. INSURANCE.
13.01. Evidence of Coverage- Prior to commencement of this Agreement, the Contractor shall
provide a Certificate of Insurance" certifying that coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the
Contractor upon request shall provide a certified copy of the policy or policies.
This verification of coverage shall be sent to the County's Contracts/Purchasing Department, unless
otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work under this
Agreement until it has obtained all insurance required and the County has approved such insurance. This
approval of insurance shall neither relieve nor decrease the liability of the Contractor.
13.02 Qualifying Insurers: All coverage's, except surety, shall be issued by companies which hold
a current policy holder's alphabetic and financial size category rating of not less than A- VII, according to
the current Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
13.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to
indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy
or policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and
operations, including coverage for Bodily Injury and Property Damage, Personal
Injury, Contractual Liability, Broad form Property Damage, Independent Contractors,
Products and Completed Operations, with a combined single limit for Bodily Injury
and Property Damage of not less than $1,000,000 per occurrence.
Business automobile liability insurance, covering all motor vehicles, including
owned, leased, non-owned, and hired vehicles, used in providing services under
this Agreement, with a combined single limit for Bodily Injury and Property
Damage of not less than $500,000 per occurrence.
Workers' Compensation Insurance, if CONTRACTOR employs others in the
performance of this Agreement, in accordance with California Labor Code section
3700 and with Employer's Liability limits not less than $1,000,000 each person,
$1,000,000 each accident and $1,000,000 each disease.
14. LEGAL, REGULATORY COMPLIANCE
14.1 This Agreement and all operations hereunder by GRANICUS and the COUNTY shall be
subject to all applicable laws. GRANICUS shall comply with all applicable laws in fulfilling its obligation
under this Agreement.
Page
16
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
�
�This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information Exhibit C: Trademark Information
Exhibit D: Termination or Expiration Options Regarding Content
THIS SECTION LEFT BLANK INTENTIONALLY
Page
17
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
�
�IN WITNESS WHEREOF, the COUNTY and GRANICUS have executed this Agreement as of the
day and year written above.
By:
Date:
By:
COUNTY OF MONTEREY
Contracts/Purchasing Manager
Department Head if applicable)
By:
CONTRACTOR
2c.
Contractor's Business Name*
Signature of Chair, President, or
Vice-President)*
Date:
Approved as to Form
By:
Date:
but County Counsel
d'-&-11
Date:
By:
I
Name and itle
%z
Sign ure of Secretary, Asst.
Secretary, FO, or Asst. Treasurer)*
Name and Title
*
Date:
C//,i
*INSTRUCTIONS.- If CONTRACTOR is a corporation, including limited liability and nonprofit corporations, the full legal name of the
corporation shall be set forth above together with the signatures of two specified of rcers. If CONTRACTOR is a partnership, the name
of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement on
behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
Page
18
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
�
� EXHIBIT A
PROPOSAL
Total Monthly Maintenance Cost: $1717.20
Product
Monthly Maintenance Costs
Agenda Parser $125.00
Agenda Integration $150.00
Audio Podcasting $200.00
Document Templates $100.00
MinutesMaker $275.00
Outcast Encoder $80.00
Original Programming Portal $107.20
Stream Replicator $180.00
Bandwidth & Storage $500.00
Total Monthly
$1717.20
Managed Services Overview/Scope of Work
1. Agenda partner integration support
2. Agenda parser support & maintenance
3. Outcast encoder support & maintenance
4. Document template support & maintenance
5. Audio podcasting services
6. Bandwidth & storage for video streaming
7. Minutesmaker support & maintenance
8. Continuous product upgrades
9. Pro-active relationship & success maintenance
10. Unlimited access to online training for certified Granicus users
11. Original programming portal integration support & maintenance
12. Stream replicator support & maintenance
The Yearly cost of the Agreement is as follows:
Term Yearly Cost
July 1, 2011 June 30, 2012 $ 20,606.40
July 1, 2012 June 30, 2013 $ 20,606.40
July 1, 2013 June 30, 2014 $ 20,606.40
Page
19
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
�
�SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the COUNTY at its
mailing address, general and support-only telephone numbers, and via e-mail or the Internet.
a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105.
b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific time at 415) 357-3618 or toll-free at 877) 889-5495. The technical support staff may be
reached at 415) 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 J.:
2. Recognized COUNTY Representatives. Granicus strives to provide unparalleled support to
its COUNTYs by ensuring that COUNTY staff is properly educated and is prepared to maximize its
Granicus Solution. Any COUNTY Representative who wishes to participate and receive Granicus
customer advocacy services shall participate in and complete the training program that is suited for the
Granicus Solution. Once a COUNTY Representative completes the training, that Representative will be
recognized in Granicus' internal system as qualified to receive support and ongoing education services.
All COUNTY Representatives are eligible to receive technical support services, regardless of participation
in the training program.
3. Support Policy. When Granicus received notification of an issue from COUNTY, a Granicus
account manager or technical support engineer will respond directly to the COUNTY 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 COUNTY's call or e-mail notifying Granicus of an issue or the documented time
that Granicus notifies COUNTY 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 COUNTY 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 COUNTY will be
provided as much advance notice, if any, as possible under the circumstances.
5. Software Enhancements or Modifications. The COUNTY 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 COUNTY will use commercially reasonable efforts to perform all tasks in the Statement of
Work SOW"). Upon the COUNTY's request for such enhancements/modifications, the COUNTY 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 COUNTY with the
Page
20
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��enhancements/modifications.
5.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. COUNTY understands that all work contemplated by this exhibit is on a
time- and-materials" basis unless otherwise stated in the SOW. Within ten 10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancement/modification to COUNTY, COUNTY will provide Granicus with written notice of
its acceptance or rejection of the enhancement/modification, based on the acceptance criteria
set forth in the SOW. COUNTY agrees that it will not reject any enhancement/modification so
long as it substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND COUNTY'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
End of Support Information]
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��EXHIBIT C
TRADEMARK INFORMATION
Granicus Registered Trademarks
granicus-
Granicus logo as a mark
Granicus�
MediaVault�
Mobile
Encoder�
Outcast
Encoder�
StreamRepl is
ator�
Granicus Trademar k Names TM
Integrated Public
Recordh` Intelligent
RoutingTM
LinkedMinutesTM
LiveManagert'
MediaCenterTM
MediaManagerTM
MeetingMemberTM
MeetingServerTM
Simulcast Encoder T
V oteCastl'
VoteCast'M Classic
VoteCastTM Touch
COUNTY Trademarks
Page
22
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
COMPLETED BOARD ORDER AND AGR
��EXHIBIT D
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by COUNTY or expiration of the Service Agreement, Granicus and the
COUNTY shall work together to provide the COUNTY with a copy of its Content. The
COUNTY shall have the option to choose one I) 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 COUNTY.
This option may result in an additional charge to COUNTY.
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 COUNTY 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.
BIB]
40742-U01
COMPLETED-U02
BOARD-U02
ORDER-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104223-U03
C15-U03
COMPLETED-U03
BOARD-U03
ORDER-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
SIGNED BOARD REPORT"�|E
��MONTEREY COUNTY BOARD OF SUPERVISORS
MEETING: June 28, 2011 Consent
AGENDA NO.: i
SUBJECT: a. Approve and authorize the Contracts/Purchasing Officer on behalf of the
Information Technology Department to execute a Professional Services
Agreement between the County of Monterey and Granicus, Inc. in the amount
of $20,607 for FY 2011-12, $20,607 for FY 2012-13, and $20,607 for FY
2013-14 for a total contact amount of $ 61,821 for the provision of maintenance
and support of the Granicus software to include MinutesMakerTM and
MediaManagerTM which is part of a comprehensive services package to include
storage and archiving, and audio/video streaming of Board of Supervisor's,
Planning Commission, and LAFCO meetings which take place in Monterey
County;
b. Accept vendor's coverage term and limits;
c. Authorize the Contracts/Purchasing Officer to sign up to two future
amendments to this agreement where the amendments do not exceed 10% and
do not significantly change the scope of work; and
d. Authorize the Auditor-Controller to transfer funds from Fund 020-2883 PEG
funds upon request from Information Technology Department as expended.
DEPARTMENT: Information Technology
RECOMMENDATION:
It is recommended that the Board of Supervisors
a. Approve and authorize the Contracts/Purchasing Officer on behalf of the Information
Technology Department to execute a Professional Services Agreement between the County of
Monterey and Granicus, Inc. in the amount of $20,607 for FY 2011-12, $20,607 for FY 2012-
13, and $20,607 for FY 2013-14 for a total contact amount of $ 61,821 for the provision of
maintenance and support of the Granicus software to include MinutesMakerTM and
MediaManagerTM which is part of a comprehensive services package to include storage and
archiving, and audio/video streaming of Board of Supervisor's, Planning Commission, and
LAFCO meetings which take place in Monterey County;
b. Accept vendor's coverage term and limits;
c. Authorize the Contracts/Purchasing Officer to sign up to two future amendments to this
agreement where the amendments do not exceed 10% and do not significantly change the
scope of work; and
d. Authorize the Auditor-Controller to transfer funds from Fund 020-2883 PEG funds upon
request from Information Technology Department as expended.
SUMMARY/DISCUSSION:
Granicus, Inc. is a vendor who initially provided a software and hardware solution for the Clerk of
the Board which streamlined the processes associated with uploading the audio, video, and
electronic files of agendas in support of the public meetings for online access by the public on the
County of Monterey webpage. In addition to these services, Granicus, Inc. also manages the
Government Channel webpage. This webpage provides information to the public regarding the
Government Channel program schedule as well as access to previous programming broadcast on
the channel. The implementation of this comprehensive software solution and webpage support
will assist in meeting the Board's goal of providing greater public access to public meetings for the
citizens of the County of Monterey.
BIB]
40742-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104224-U03
C10-U03
BOARD-U03
REPORTS-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
SIGNED BOARD REPORT"�|E
��Risk Management has recommended that the vendor provide Professional Liability insurance in
the amount of $1 million with $2 million in aggregate. In response to the County's insurance
requirement, the vendor has provided $1 million with $l million in aggregate. All other insurance
limits and indemnification requirements have been met. It is recommended by the Acting Director
of Information Technology Department ITD) that the Board approve the insurance coverage and
limits provided by this vendor as this agreement poses limited liability. The approval of this action
will ensure that the managed services provided by Granicus, Inc., which includes software
licensing, data hosting, storage, web page support and video/audio streaming services, continues
for the residents within the County of Monterey.
OTHER AGENCY INVOLVEMENT:
County Counsel and Auditor-Controller have reviewed the Agreement and concur with the
recommendation. Risk Management has reviewed the agreement and does not approve the
Professional Liability insurance amount provided by the vendor. The agreement is on file with the
Clerk of the Board.
FINANCING:
ITD has continued to manage the Agreement for the Clerk of the Board's office which includes
agreement negotiations, finalization, and the charge back of the monthly recurring costs excluding
the webpage management to the Clerk of the Board.
The funds for payment of this agreement has been included in the FY 2011-12 Recommended
Budget and will be requested in the FY 2012-13 and FY 2013-14 Budget for the Information
Technology Department, ITD 1930, Telecommunications Unit 8140, Appropriations Unit INF001
with the understanding that the Clerk of the Board's office will reimburse the monthly recurring
costs excluding the webpage management of the Government Channel website back to ITD.
Transactions relating to future fiscal years will be included in each respective Recommended
Budgets. Should funding be reduced and/or terminated, the County may terminate this agreement
by giving thirty 30) days written notice of such action to the Contractor.
Prepared by:
Approved by:
ah House
anageiient Analyst III
755-5108
d0b/
Uat*
Attachments: Agreement
cc: Charles J. McKee, County Counsel
Michael Miller, Auditor-Controller
Richard Lange
Acting Director of Information Technology
796-1404
Date
BIB]
40742-U01
SIGNED-U02
BOARD-U02
REPORT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO104224-U03
C10-U03
BOARD-U03
REPORTS-U03
7/18/2011-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��GRANICUS, INC.
SERVICES AGREEMENT
THIS SERVICE AGREEMENT the Agreement"), dated as of July 1, 2011 the Effective
Date"), is entered into between Granicus, Inc. GRANICUS"), a California Corporation, and the County
of Monterey, a political subdivision of the State of California the COUNTY").
A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale
various streaming media solutions specializing in Internet broadcasting, and related support services;
and
B. WHEREAS, Granicus desires to provide and COUNTY desires to i) purchase the
Granicus Solution as set forth in the Proposal, which is attached as Exhibit A. and incorporated
herein, to facilitate streaming and distribution of live and archived digital media content, ii)
engage GRANICUS to integrate its Granicus Software onto the COUNTY 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 Granicus Solution through the Managed Services set forth in Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,
representations and warranties herein contained, the parties hereto agree as follows:
GRANICUS SOFTWARE AND MANAGED SERVICES.
1.1 Software and Services. Subject to the terms and conditions of this Agreement,
GRANICUS will provide COUNTY with the GRANICUS Software, Professional Services, and Managed
Services that comprise the Granicus Solution as outlined in Exhibit A.
2. GRANT OF LICENSE.
2.1 Ownership. GRANICUS, and/or its third party supplier, owns the copyright and/or
certain proprietary information protectable by law in the Granicus Software.
2.2 Use. GRANICUS agrees to provide COUNTY with a revocable, non-transferable
and non-exclusive license to access the Granicus Software listed in the Solution Description and a
revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to GRANICUS and protected by intellectual property laws
and international intellectual property treaties. Pursuant to this Agreement, COUNTY may use the
Granicus Software to perform its own work and work of its customers/constituents.
Cancellation of the COUNTY's Managed Services will also result in the immediate termination of the
COUNTY's Software license as described in Section 2.2 hereof.
2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this
Agreement, GRANICUS warrants that the Granicus Software, as provided by GRANICUS, will
substantially perform in accordance with its applicable written specifications for as long as the COUNTY
pays for and receives Managed Services. COUNTY'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. COUNTY agrees to comply with GRANICUS' 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 COUNTY is not permitted, and will not
assist or permit a third party, to: a) utilize the Granicus Software in the capacity of a service
Page
10
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��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.
3. PAYMENT OF FEES
3.1 COUNTY agrees to pay all costs as outlined in Exhibit A.
3.2 Monthly billing for Managed Services shall begin forty-five 45) days after the
receipt of a fully executed Agreement or the receipt of a purchase order for the up-front costs, whichever
occurs first, as agreed upon in Exhibit A.
3.3 COUNTY agrees to pay all invoices from GRANICUS within thirty 30) days of receipt
of invoice by the County Auditor Controller's Office COUNTY for Managed Services Fee to
GRANICUS on a monthly basis Granicus, Inc. shall send all invoices to:
Monterey County InformationTechnology
1590 Moffett Street
Sailnas, Ca. 93905
Attn: Accounts Payable
3.4 Upon renewal of this Agreement, GRANICUS may include in which case
COUNTY agrees to pay) a maximum increase of the current CPI percentage rate as found at The Bureau
of Labor and Statistics website or three 3) percent a year on COUNTY's
Managed Services Fee, whichever is larger.
3.5 Training Granicus shall provide one 1) online training as part of this Agreement to
be scheduled by the County at a mutually convenient date/time and as specified by the Granicus
training coordinator and mutually agreed by the designated representative of the County.
3.6 Additions. GRANICUS, at its' sole discretion, may add features or functionality to existing
product suite bundles for various reasons, including to enhance GRANICUS' offerings, or improve user
satisfaction. During the initial period of this Agreement, the customer understands that the use of these
additional products is included in the originally agreed upon monthly managed services fees.At contract
renewal, the customer acknowledges that this added functionality may have additional monthly managed
service charges associated with it and that monthly managed services rates on renewals may have a higher
rate than preceding years.
4. CONTENT PROVIDED TO GRANICUS
4.1 Responsibility for Content. The COUNTY shall have sole control and responsibility over the
determination of which data and information shall be included in the Content that is to be transmitted,
including, if applicable, the determination of which cameras and microphones shall be operational at any
particular time and at any particular location. However, GRANICUS has the right but not the obligation) to
remove any Content that GRANICUS believes violates any applicable law or this Agreement.
4.2 Restrictions. COUNTY 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
Page
11
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory,
libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or
activity; v) contains any viruses, or any other similar software, data, or programs that may damage,
detrimentally interfere with, intercept, or expropriate any system, data, information, or property of
another.
4.3. Content Ownership. The COUNTY shall own all right, title, and interest in and to all content
generated by the COUNTY on a worldwide basis, 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 CONTRACTOR pursuant to this Agreement.
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.
5. TRADEMARK OWNERSHIP. GRANICUS and COUNTY's Trademarks are listed in the
Trademark Information exhibit attached as Exhibit D.
5.1 Each Party shall retain all right, title and interest in and to their own Trademarks,
including any goodwill associated therewith, subject to the limited license granted to the COUNTY
pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other
Party's Trademarks pursuant to this Section 5 terminates.
5.2 Each party grants to the other a non-exclusive, non-transferable other than as provided in
Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to
perform its obligations under this Agreement, provided that any promotional materials containing the
other party's trademarks shall be subject to the prior written approval of such other party, which approval
shall not be unreasonably withheld.
6. LIMITATION OF LIABILITY
6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and
deliverables are provided as is" and Granicus expressly disclaims any and all express or implied warranties,
including but not limited to implied warranties of merchantability, non-infringement of third party rights, and
fitness for a particular purpose. Granicus does not warrant that access to or use of its software or services
will be uninterrupted or error free. In the event of any interruption, Granicus' sole obligation shall be to
use commercially reasonable efforts to restore access.
6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its
suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive
Page
12
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability
to access the services, software, content, or related technical support damages or costs relating to the loss of.
profits or revenues, goodwill, data including loss of use or of data, loss or inaccuracy or corruption of
data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of
such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and
its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the
form of the claim including without limitation, any contract, product liability, or tort claim including
negligence, statutory or otherwise).
7. CONFIDENTIAL INFORMATION & OWNERSHIP.
7.1 Confidentiality Obligation 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, 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 COUNTY.
7.2 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.
7.3 Exceptions. The obligations of this Section 7 shall not apply 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 i) 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.
8. TERM AND TERMINATION
8.1 The term of this Agreement is from July 1, 2011 to June 30, 2014, unless sooner
terminated pursuant to the terms of this Agreement.
8.2 Termination. During this term of this Agreement, the COUNTY may terminate the
Agreement for any reason by giving written notice of termination to the CONTRACTOR at least thirty
30) days prior to the effective date of termination. Such notice shall set forth the effective date of
termination. In the event such termination, the amount payable under this Agreement shall be reduced in
proportion to the services provided to the date of termination.
Page
13
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��8.3 Rights Upon Termination. Upon any expiration or termination of this Agreement, and
unless otherwise expressly provided in an exhibit to this Agreement:
a) COUNTY's right to access or use the Granicus Solution, including GRANICUS
Software, terminates and GRANICUS has no further obligation to provide any services;
b) COUNTY has the right to keep any purchased hardware, provided that COUNTY
removes and/or uninstalls any Granicus Software on such hardware. However, if COUNTY
has received hardware as part of a Granicus Open Platform Suite solution Open Platform
Hardware"), COUNTY understands that upon termination of this Agreement, COUNTY shall
immediately return the Open Platform Hardware to Granicus, Inc. The Open Platform Hardware
must be returned within fifteen 15) days of termination, and must be in substantially the same
condition as when originally shipped, subject only to normal wear and tear; and
c) COUNTY shall immediately return the Granicus Software and all copies
thereof to GRANICUS, and within thirty 30) days of termination, COUNTY shall deliver
a written certification to GRANICUS certifying that it no longer has custody of any copies of the
Granicus Software.
8.4 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 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, and 10 of the agreement, and
applicable provisions of the Exhibits intended to survive, shall survive termination of this
Agreement and continue in full force and effect;
c) pursuant to the Termination or Expiration Options Regarding Content,
GRANICUS shall allow the COUNTY limited access to the COUNTY's Content, including, but
not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The
COUNTY shall also have the option to order hard copies of the Content in the form of
compact discs or other equivalent format; and
d) GRANICUS has the right to delete Content within sixty 60) days of the
expiration or termination of this Agreement.
9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT.
9.1 Granicus' Options. If the Granicus Software becomes, or in GRANICUS' opinion is likely to
become, the subject of an infringement claim, GRANICUS may, at its option and sole discretion, i)
obtain for COUNTY 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 COUNTY cease use of and destroy the Granicus
Software. In that event, and provided that COUNTY returns or destroys and certify to such destruction
of) all copies of the Granicus Software in COUNTY's possession or control, if any, GRANICUS will
refund to COUNTY all license fees paid by COUNTY under the current Agreement.
10. MISCELLANEOUS.
10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or
Page
14
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party
waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will
not be a waiver of that provision or any further default.
10.2 Governing Law. The laws of the State of California shall govern the validity,
construction, and performance of this Agreement, without regard to its conflict of law principles.
10.3 Construction and Severability. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable law. If any provision of this
Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to
make the provision legal and enforceable; all remaining provisions continue in full force and effect.
10.4 Independent Contractors. The parties are independent contractors, and no other
relationship is intended by this Agreement.
10.5 Force Maieure. 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.
10.6 Closed Captioning Services. COUNTY and Granicus may agree that closed captioning or
transcription services will be provided by a third party under this agreement. In such case,
COUNTY expressly understands that the third party is an independent contractor and not an agent or
employee of GRANICUS. GRANICUS is not liable for acts performed by such independent third party.
10.7 Authority. Any individual executing this Agreement on behalf of the COUNTY or
GRANICUS represents and warrants hereby that he or she has the requisite authority to enter into this
Agreement on behalf of such party and bind the party to the terms and conditions of this Agremeent.
10.8 All notices an other communications required or permitted under this Agreement must be
in writing and must be hand delivered or sent by registered 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 COUNTY, 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.
To GRANICUS, INC: Granicus, Inc.
Attn: Tom Spengler, CEO
568 Howard Street
San Francisco, CA. 94105
To the COUNTY: Information Technology Department
1590 Moffett Street
Salinas, Ca. 93905
Sarah House
11. CONFLICT OF INTEREST. GRANICUS covenants that GRANICUS, its responsible officers,
and its employees having major responsibilities for the performance of work under the Agreement
presently have no interest and during the term of the Agreement will not acquire any interests, direct or
indirect, which might conflict in any manner or degree with the performance of GRANICUS's services
Page
15
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��under this Agreement.
12. INDEMNIFICATION. GRANICUS shall indemnify, defend, and hold harmless the County of
Monterey hereinafter COUNTY"), its officers, agents and employees from any claim, liability, loss, injury or
damage arising out of, or in connection with, performance of this Agreement by Contractor and/or its agents,
employees or sub-contractors while on COUNTY site, excepting only loss, injury or damage caused by the
negligence or willful misconduct of personnel employed by the COUNTY.
13. INSURANCE.
13.01. Evidence of Coverage: Prior to commencement of this Agreement, the Contractor shall
provide a Certificate of Insurance" certifying that coverage as required herein has been obtained.
Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the
Contractor upon request shall provide a certified copy of the policy or policies.
This verification of coverage shall be sent to the County's Contracts/Purchasing Department, unless
otherwise directed. The Contractor shall not receive a Notice to Proceed" with the work under this
Agreement until it has obtained all insurance required and the County has approved such insurance. This
approval of insurance shall neither relieve nor decrease the liability of the Contractor.
13.02 Qualifying Insurers: All coverage's, except surety, shall be issued by companies which hold
a current policy holder's alphabetic and financial size category rating of not less than A- VII, according to
the current Best's Key Rating Guide or a company of equal financial stability that is approved by the
County's Purchasing Manager.
13.03 Insurance Coverage Requirements: Without limiting CONTRACTOR's duty to
indemnify, CONTRACTOR shall maintain in effect throughout the term of this Agreement a policy
or policies of insurance with the following minimum limits of liability:
Commercial general liability insurance, including but not limited to premises and
operations, including coverage for Bodily Injury and Property Damage, Personal
Injury, Contractual Liability, Broad form Property Damage, Independent Contractors,
Products and Completed Operations, with a combined single limit for Bodily Injury
and Property Damage of not less than $1,000,000 per occurrence.
Business automobile liability insurance, covering all motor vehicles, including
owned, leased, non-owned, and hired vehicles, used in providing services under
this Agreement, with a combined single limit for Bodily Injury and Property
Damage of not less than $500,000 per occurrence.
Workers' Compensation Insurance, if CONTRACTOR employs others in the
performance of this Agreement, in accordance with California Labor Code section
3700 and with Employer's Liability limits not less than $1,000,000 each person,
$1,000,000 each accident and $1,000,000 each disease.
14. LEGAL, REGULATORY COMPLIANCE
14.1 This Agreement and all operations hereunder by GRANICUS and the COUNTY shall be
subject to all applicable laws. GRANICUS shall comply with all applicable laws in fulfilling its obligation
under this Agreement.
Page
16
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��This Agreement consists of this Service Agreement as well as the following exhibits, which are
incorporated herein by reference as indicated:
Exhibit A: Proposal
Exhibit B: Support Information Exhibit C: Trademark Information
Exhibit D: Termination or Expiration Options Regarding Content
THIS SECTION LEFT BLANK INTENTIONALLY
Page
17
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef� �IN WITNESS WHEREOF, the COUNTY and GRANICUS have executed this Agreement as of the
day and year written above.
COUNTY OF MONTEREY
By:
Contr4ts/Purchasing Manager
Date: JUL 2 2 2011
By:
Department Head if applicable)
Date:
Approved as to Form
By:
Date:
County Counsel
9"-N-//
Approved as to Fis4k1 Frovii
By:
Vl IA
Date:
udi r7Controller
By:
Date:
By:
Date:
CONTRACTOR
cf/ 2/ GI/.f T/j C.
Contractor's Business Name*
Signature of Chair, President, or
Vice-President)*
Name and itle
Sign re of Secretary, Asst.
Secretary, FO, or Asst. Treasurer)*
Name and Title
*INSTRUCTIONS, If CONTRACTOR is a corporation, including limited liability and nonprofit corporations, the full legal name of the
corporation shall be set forth above together with the signatures of two specified of icers. If CONTRACTOR is a partnership, the name
of the partnership shall be set forth above together with the signature of a partner who has authority to execute this Agreement on
behalf of the partnership. If CONTRACTOR is contracting in an individual capacity, the individual shall set forth the name of the
business, if any, and shall personally sign the Agreement.
ENTERED
JUL212011
KA
Page
18
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef�
� EXHIBIT A
PROPOSAL
Total Monthly Maintenance Cost: $1717.20
Product
Monthly Maintenance Costs
Agenda Parser $125.00
Agenda Integration $150.00
Audio Podcasting $200.00
Document Templates $100.00
MinutesMaker $275.00
Outcast Encoder $80.00
Original Programming Portal $107.20
Stream Replicator $180.00
Bandwidth & Storage $500.00
Total MQ thly $1717.20
Managed Services Overview/Scope of Work
1. Agenda partner integration support
2. Agenda parser support & maintenance
3. Outcast encoder support & maintenance
4. Document template support & maintenance
5. Audio podcasting services
6. Bandwidth & storage for video streaming
7. Minutesmaker support & maintenance
8. Continuous product upgrades
9. Pro-active relationship & success maintenance
10. Unlimited access to online training for certified Granicus users
11. Original programming portal integration support & maintenance
12. Stream replicator support & maintenance
The Yearly cost of the Agreement is as follows:
Term Yearly Cost
July 1, 2011 June 30, 2012 $ 20,606.40
July 1, 2012 June 30, 2013 $ 20,606.40
July 1, 2013 June 30, 2014 $ 20,606.40
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef�
�SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the COUNTY at its
mailing address, general and support-only telephone numbers, and via e-mail or the Internet.
a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 568 Howard Street, Suite 300, San Francisco, California, 94105.
b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific time at 415) 357-3618 or toll-free at 877) 889-5495. The technical support staff may be
reached at 415) 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 Al 12
SI'
2. Recognized COUNTY Representatives. Granicus strives to provide unparalleled support to
its COUNTYs by ensuring that COUNTY staff is properly educated and is prepared to maximize its
Granicus Solution. Any COUNTY Representative who wishes to participate and receive Granicus
customer advocacy services shall participate in and complete the training program that is suited for the
Granicus Solution. Once a COUNTY Representative completes the training, that Representative will be
recognized in Granicus' internal system as qualified to receive support and ongoing education services.
All COUNTY Representatives are eligible to receive technical support services, regardless of participation
in the training program.
3. Support Policy. When Granicus received notification of an issue from COUNTY, a Granicus
account manager or technical support engineer will respond directly to the COUNTY 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 COUNTY's call or e-mail notifying Granicus of an issue or the documented time
that Granicus notifies COUNTY 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 COUNTY 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 COUNTY will be
provided as much advance notice, if any, as possible under the circumstances.
5. Software Enhancements or Modifications. The COUNTY 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 COUNTY will use commercially reasonable efforts to perform all tasks in the Statement of
Work SOW"). Upon the COUNTY's request for such enhancements/modifications, the COUNTY 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 COUNTY with the
Page
20
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef�
�enhancements/modifications.
5.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing, anticipated project schedule, and other information
relevant to the project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. COUNTY understands that all work contemplated by this exhibit is on a
time- and-materials" basis unless otherwise stated in the SOW. Within ten 10) business days of
Granicus' completion of the milestones specified in the SOW and delivery of the applicable
enhancement/modification to COUNTY, COUNTY will provide Granicus with written notice of
its acceptance or rejection of the enhancement/modification, based on the acceptance criteria
set forth in the SOW. COUNTY agrees that it will not reject any enhancement/modification so
long as it substantially complies with the acceptance criteria.
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND COUNTY'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
End of Support Information]
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef�
�EXHIBIT C
TRADEMARK INFORMATION
Granicus Registered Trademarks
granicus-
Granicus logo as a mark
Granicus�
MediaVault�
Mobile
Encoder'
Outcast
Encoder�
StreamReplic
ator�
Granicus Trademar k Names TM
Integrated Public
Record' Intelligent
Routing"
LinkedMinutes"M
LiveManagerTM
MediaCenterTM
MediaManagertm'
MeetingMember""
TM
MeetingServer
Simulcast Encoder"'
VoteCastTM
VoteCast"1 Classic
VoteCastTM Touch
COUNTY Trademarks
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012
EXECUTED AGREEMENT"�|Ef��EXHIBIT D
TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT
In case of termination by COUNTY or expiration of the Service Agreement, Granicus and the
COUNTY shall work together to provide the COUNTY with a copy of its Content. The
COUNTY 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 COUNTY.
This option may result in an additional charge to COUNTY.
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 COUNTY 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.
BIB]
40954-U01
EXECUTED-U02
AGREEMENT-U02
LI21329-U03
FO96183-U03
FO96184-U03
FO99828-U03
MG99940-U03
AS99966-U03
AS99970-U03
AI103199-U03
DO109734-U03
C5-U03
AGREEMENTS-U03
2/15/2012-U04
MARCELLAC-U04
16737-U05
2-U06
A.-U07
APPROVE-U07
AUTHORIZE-U07
THE-U07
CONTRACTS/PURCHASING-U07
OFFICER-U07
ON-U07
BEHALF-U07
OF-U07
THE-U07
INFORMATION-U07
TECHNOLOGY-U07
DEPARTMENT-U07
193-INFORMATION-U08
TECHNOLOGY-U08
JOSEPHS-U09
CHARLOTTE-U09
JOSEPHSC-U10
6/17/2011-U011
TO-U012
EXECUTE-U012
A-U012
PROFESSIONAL-U012
SERVICES-U012
AGREEMENT-U012
BETWEEN-U012
THE-U012
COUNTY-U012
OF-U012
MONTEREY-U012
GRANICUS,-U012
INC.-U012
IN-U012
THE-U012
AMOUNT-U012
OF-U012
$20,607-U012
FY-U012
2011-12,-U012
$20,607-U012
FY-U012
2012-13,-U012
$20,607-U012
FY-U012
2013-14-U012
A-U012
TOTAL-U012
CONTACT-U012
AMOUNT-U012
OF-U012
$-U012
61,821-U012
THE-U012
PROVISION-U012
OF-U012
MAINTENANCE-U012
SUPPORT-U012
OF-U012
THE-U012
GRANICUS-U012
SOFTWARE-U012
TO-U012
INCLUDE-U012
MINUTESMAKERT-U012
MEDIAMANAGERT-U012
IS-U012
PART-U012
OF-U012
A-U012
COMPREHENSIVE-U012
SERVICES-U012
PACKAGE-U012
TO-U012
INCLUDE-U012
STORAGE-U012
ARCHIVING,-U012
AUDIO/VIDEO-U012
STREAMING-U012
OF-U012
BOARD-U012
OF-U012
SUPERVISORS,-U012
PLANNING-U012
COMMISSION,-U012
LAFCO-U012
MEETINGS-U012
TAKE-U012
PLACE-U012
IN-U012
MONTEREY-U012
COUNTY;-U012
B.-U012
ACCEPT-U012
VENDOR-U012
S-U012
COVERAGE-U012
TERM-U012
LIMITS;-U012
C.-U012
AUTHORIZE-U012
THE-U012
CONTRACTS/PURCHASING-U012
OFFICER-U012
TO-U012
SIGN-U012
UP-U012
TO-U012
TWO-U012
FUTURE-U012
AMENDMENTS-U012
TO-U012
AGREEMENT-U012
THE-U012
AMENDMENTS-U012
DO-U012
EXCEED-U012
TEN-U012
PERCENT-U012
10%)-U012
DO-U012
SIGNIFICANTLY-U012
CHANGE-U012
THE-U012
SCOPE-U012
OF-U012
WORK;-U012
D.-U012
AUTHORIZE-U012
THE-U012
AUDITOR-CONTROLLER-U012
TO-U012
TRANSFER-U012
FUNDS-U012
FUND-U012
020-2883-U012
PEG-U012
FUNDS-U012
UPON-U012
REQUEST-U012
INFORMATION-U012
TECHNOLOGY-U012
DEPARTMENT-U012
AS-U012
EXPENDED.-U012