HomeMy WebLinkAboutAGENDA REPORT 2021 1103 CCSA REG ITEM 10NCITY OF MOORPARK,
CALIFORNIA
City Council Meeting
of November 3, 2021
ACTION APPROVED STAFF
RECOMMENDATION.
BY K. Spangler.
N. Consider Agreement with Granicus, LLC for Streaming and Distribution of Live and
Archived Video and Audio Content for Broadcast of Public Meetings. Staff
Recommendation: Authorize the City Manager to sign the Agreement, subject to
final language approval by the City Manager. (Staff: Chris Thompson, Senior
Information Systems Administrator)
Item: 10.N.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Kambiz Borhani, Finance Director
BY: Chris Thompson, Sr. Information Systems Administrator
DATE: 11/03/2021 Regular Meeting
SUBJECT: Consider Agreement with Granicus, LLC for Streaming and
Distribution of Live and Archived Video and Audio Content for
Broadcast of Public Meetings
BACKGROUND
In September 2005, the City entered into an Agreement with Granicus, LLC (Granicus),
for streaming and distribution of live and archived video and audio content, including
broadcast of public meetings (such as City Council meetings) on the City's government
channel (MPTV) and website. At that time, Granicus provided the City with an analog
encoding appliance, a public meeting software subscription, and managed services
including technical support.
In Fiscal Year 2014/15, the City Council budgeted funds for upgrading the Granicus
software and related equipment, including a replacement of the old analog encoding
appliance with a digital encoder and upgrade of the software. On March 17, 2015, the
City Manager signed a new Agreement with Granicus for replacement of the old analog
encoding appliance with a new digital encoder appliance, subscription to Granicus Open
Platform\Government Transparency Suite, and continuing managed services and
support. In June 2015, the new digital encoder appliance was received and installed.
The Granicus encoder video streaming equipment operates 24/7, streaming the contents
of the MPTV channel and Public Service Announcements (PSAs) as well as City Council
meetings, Commissions, and Boards. This equipment has been in continuous operation
since installation in 2015 and is now at the end of useful life and due for replacement.
The upgraded Encoder equipment outlined in the proposal will provide higher resolution
HD streaming and recording as well as improved performance. The updated
GovMeetings Live Cast service and ClearCaster software require this updated hardware
to take full advantage of the latest service offerings of the Granicus platform.
Item: 10.N.
456
Honorable City Council
11/03/2021 Regular Meeting
Page 2
DISCUSSION
At this time, staff is recommending extending the term of the agreement to provide the
current services, including the Open Platform and Meeting Efficiency Suites. In addition,
staff is recommending the City acquire the GovMeetings Live Cast service and associate
ClearCaster software.
The cost for these services includes a one-time set-up fee of $4,400, and recurring
monthly billings averaging approximately $1,750 through October 31, 2024.
Granicus is the sole source for these applications and experience demonstrates both their
adequate competency and their ability to provide those services cost-effectively. The
services provided by Granicus meet the needs of the City’s mission. Staff is therefore
requesting the City Council consider waiving the City’s purchasing procedure pursuant to
Moorpark Municipal Code Section (MMC) Section 3.04.120 and authorize the City
Manager to sign the proposed Agreement (Attachment).
FISCAL IMPACT
The proposed Fiscal Year 2021/22 budget includes sufficient funds to cover the total
estimated cost of approximately $24,789.50 that will cover both one-time set up fees and
annual licensing costs for the initial 12-month period. No additional appropriation is
required at this time. Over the three-year term of the proposed agreement, staff estimates
the total value of the contract will be approximately $67,421.91. Staff will budget
appropriate funds for each subsequent fiscal year for the term of the lease agreement.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION
Authorize the City Manager to sign the Agreement, subject to final language approval by
the City Manager.
Attachment: Granicus Agreement with Exhibit B: Proposal Dated 9/28/2021
457
AGREEMENT BETWEEN THE CITY OF MOORPARK AND GRANICUS, LLC,
FOR HARDWARE AND SOFTWARE MAINTENANCE AND MANAGED SERVICES
THIS Agreement, is made and effective as of this _______________ day of
______________________________, 2021, between the City of Moorpark, a municipal
corporation ("City") and Granicus, LLC, a Minnesota Limited Liability Company
("Granicus"). In consideration of the mutual covenants and conditions set forth herein, the
parties agree as follows:
WHEREAS, City has the need for hardware and software maintenance and
managed services; and
WHEREAS, Granicus specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Granicus has submitted to City a Proposal dated September 28, 2021,
which is attached hereto as Exhibit B; and
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1.DEFINITIONS
"Confidential Information" shall mean all business, technical, and other information
(including without limitation, all product, services, financial, marketing, engineering,
research and development information, product specifications, technical data, data
sheets, programs, software, inventions, processes, know-how, chip designs, mask works,
designs, drawings, and any other documentation), disclosed from time to time by the
disclosing party to the receiving party, directly or indirectly in any manner whatsoever
(including without limitation, in writing, orally, electronically, in all types of computer
memory or storage or other media, or by drawings or inspection of physical items, and
whether or not modified or merged into other materials); provided, however, that the term
"Confidential Information" shall not include the Content that is intended to be published
on the Website.
"Content" shall mean any and all, documents, graphics, video, audio, images,
sounds and other content that is streamed or otherwise transmitted or provided by, or on
behalf of, the City to Granicus.
"Granicus Solution" shall mean the product specified in the City's proposal
henceforth Proposal hereto.
"Equipment" shall mean the hardware components of Granicus Solution.
"Proposal" shall mean the document which specifies the Products or Services the
City chooses to utilize from Granicus.
ATTACHMENT
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"Intellectual Property Rights" shall mean all right, title and interest in and to any
and all intellectual property rights throughout the world, including, without limitation, any
and all patents, patent applications, copyrights, copyright applications, moral rights,
trademarks, trade secret rights, rights to know-how, inventions and algorithms, and any
and all similar or equivalent rights throughout the world.
"Losses" shall mean demands, claims, complaints, actions or causes of action,
suits, proceedings, investigations, arbitrations, assessments, fines, penalties, judgments,
losses, damages (including diminution in value), liabilities, obligations, and any costs and
expenses, including without limitation interest, penalties, investigative costs and
reasonable attorneys' fees.
"Representatives" shall mean the officers, directors, employees, agents, attorneys,
accountants, financial advisors, and other representatives of a party.
"Trademarks" shall mean, with respect to each party to this Agreement, all
trademarks, trade names, and logos.
"Managed Services" shall mean monthly fees paid to Granicus by the City for
bandwidth usage associated with live and archived Internet streaming, data storage, and
Granicus Solution maintenance and monitoring.
"Live" shall mean the time at which "Managed Services" are activated and monthly
billing begins.
"Revocable" shall mean that the City's right to use or access the media
management software shall be annulled because the City has either discontinued their
use of a Granicus Managed Services program, failed to pay any Granicus fees for more
than thirty (30) days, or breached the terms of this Agreement.
2.PRIOR AGREEMENT
This Agreement supersedes all prior agreements, oral or written, between the two
parties.
3.TERM
The term of this Agreement shall be from November 1, 2021, to October 31, 2024,
unless this Agreement is terminated or suspended pursuant to this Agreement.
4.SCOPE OF SERVICES
City does hereby retain Granicus, as an independent contractor, in a contractual
capacity to provide monthly hardware and software maintenance and managed services,
as set forth in Exhibit B, for a total not to exceed sixty-three thousand twenty-one dollars
and ninety-one cents ($63,021.91).
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Consultant is also retained in a contractual capacity to configure and implement
certain meeting broadcast technologies as set forth in Exhibit B, for a total not to exceed
four thousand four hundred dollars ($4,400.00)
In the event there is a conflict between the provisions of Exhibit B and this
Agreement, the language contained in this Agreement shall take precedence.
Compensation for the services to be performed by Granicus shall be in accordance
with Exhibit B. Compensation a total contract value of sixty-seven thousand four hundred
and fifteen dollars and ninety-one cents ($67,421.91) without a written amendment to the
agreement executed by both parties. Payment by City to Granicus shall be in accordance
with the provisions of this Agreement.
5.GRANICUS' RESPONSIBILITIES
A.Maintenance of Equipment - Granicus shall not be responsible for any such
failure that is due to causes such as power surge, normal wear and tear, fire, flood, or
other casualty, accident, vandalism, misuse or abuse, alteration of the Equipment, or
failure of the City to maintain a proper environment or otherwise care for the Equipment.
Granicus has the technology in place to continually monitor all Equipment and
should any malfunction appear, Granicus shall immediately notify the City. Granicus shall
respond to requests to repair or replace any non-functioning Equipment, provided directly
from Granicus, and the City shall grant Granicus or its Representatives access to the
Equipment for this purpose at reasonable times. City acknowledges any requests to repair
or replace any non-functioning equipment may incur additional costs. Granicus shall keep
the City informed regarding the time frame and progress of the repairs and replacements.
Granicus shall offer continuous customer support and is dedicated to ensuring that
the City is completely satisfied with Granicus products and services. Granicus staff is
available to the City twenty-four (24) hours per day, 365 days per year, by dialing 1- 800-
314-0147.
B. Use of Media Management Software - Granicus agrees to provide the City with
a Revocable, non-transferable and non-exclusive account to access Granicus Solution;
and grants the City a Revocable, non-sublicensable, non-transferable, and non-exclusive
right to use Granicus Solution. Granicus Solution is proprietary to Granicus and protected
by intellectual property laws and international intellectual property treaties. The City's
access to and use of Granicus Solution is licensed and not sold. The City shall be
responsible for any applicable costs and taxes associated with the City's use of Granicus
Solution, or the use of Granicus Solution through the City's account.
C. Granicus Terms and Conditions - Exhibit C, Granicus Terms and Conditions, is
attached hereto and incorporated herein.
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6.CITY'S RESPONSIBILITIES
A.Responsibility for Content - City shall have sole control and responsibility over
the determination of which data and information shall be included in the Content that is to
be transmitted, including, if applicable, the determination of which cameras and
microphones shall be operational at any particular time and at any particular location. The
City shall not provide to Granicus, or permit to be provided to Granicus, any Content that
(i) infringes or violates any third parties' Intellectual Property Rights, rights of publicity or
rights of privacy, (ii) contains any defamatory material, or (iii) violates any federal, state,
local, or foreign laws, regulations, or statutes.
B.Granicus Terms and Conditions - Exhibit C, Granicus Terms and Conditions, is
attached hereto and incorporated herein.
7.SECURITY OF DATA
Granicus shall take commercially reasonable efforts to protect and control access
to the City Content. The City shall be responsible for the creation and protection of
username and password.
8.PERFORMANCE
Granicus shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Granicus
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Granicus hereunder in
meeting its obligations under this Agreement.
9.MANAGEMENT
The individual directly responsible for Granicus' overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Granicus shall be Thomas Raville or Maxwell Buccelli.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Granicus and City, shall be the City Manager or the
City Manager's designee.
10.PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form,
before payments may be made to vendors.
The City agrees to pay Granicus to provide monthly hardware and software
maintenance and managed services, as set forth in Exhibit B, for a total not to exceed
sixty-three thousand twenty-one dollars and ninety-one cents ($63,021.91). The City
agrees to pay Granicus to configure and implement certain meeting broadcast
technologies as set forth in Exhibit B, for a total not to exceed four thousand four hundred
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dollars ($4,400.00). This amount shall not exceed sixty-seven thousand four hundred and
twenty-one dollars and ninety-one cents ($67,421.91) for the term of this Agreement
unless additional payment is approved as provided in this Agreement.
Granicus shall not be compensated for additional services rendered in connection
with its performance of this Agreement, unless such additional services and
compensation are authorized, in advance, in a written amendment to the agreement
executed by both parties.
Granicus shall submit an invoice annually for services contracted under this
agreement within thirty (30) days of the commencement of the annual term. Payment
shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees.
Any expense or reimbursable cost appearing on any invoice shall be accompanied by a
receipt or other documentation subject to approval of the City Manager. If the City
disputes any of Granicus' fees or expenses it shall give written notice to Granicus within
thirty (30) days of receipt of any disputed fees set forth on the invoice.
11. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon Granicus at least ninety
(90) days prior written notice. Upon receipt of said notice, Granicus shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City
suspends or terminates a portion of this Agreement such suspension or termination shall
not make void or invalidate the remainder of this Agreement.
Granicus may terminate this Agreement only by providing City with written notice
no less than ninety (90) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Granicus the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City. Upon
termination or suspension of the Agreement pursuant to this Section, Granicus will submit
an invoice to the City pursuant to this Agreement.
12. DEFAULT OF GRANICUS
Granicus' failure to comply with the provisions of this Agreement shall constitute a
default. In the event that Granicus is in default for cause under the terms of this
Agreement, City shall have no obligation or duty to continue compensating Granicus for
any work performed after the date of default and can terminate or suspend this Agreement
immediately by written notice to Granicus. If such failure by Granicus to make progress
in the performance of work hereunder arises out of causes beyond Granicus' control, and
without fault or negligence of Granicus, it shall not be considered a default.
If the City Manager or the City Manager's designee determines that Granicus is in
default in the performance of any of the terms or conditions of this Agreement, designee
shall cause to be served upon Granicus a written notice of the default.
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Granicus shall have thirty (30) days after service upon it of said notice in which to
cure the default by rendering a satisfactory performance. In the event that Granicus fails
to cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement, to terminate this Agreement without further notice
and without prejudice to any other remedy to which it may be entitled at law, in equity or
under this Agreement.
13. TRADEMARK OWNERSHIP AND LICENSE
The City shall retain all right, title, and interest in and to its Trademarks, including
any goodwill associated therewith, subject to the limited license granted to Granicus
pursuant to this Section. Granicus shall retain all right, title, and interest in and to Granicus
Trademarks, including any goodwill associated therewith, subject to the limited license
granted to the City pursuant to this Section.
Each party grants to the other a non-exclusive, non-transferable (other than as
may be provided in this Agreement), 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 unreasonable
withheld.
Neither party shall use the other party's Trademarks in a manner that disparages
the other party or its products or services or portrays the other party or its products or
services in a false, competitively adverse or poor light. Each party shall comply with the
other party's requests as to the use of the other party's Trademarks and shall avoid any
action that diminishes the value of such Trademarks.
14. CONTENT OWNERSHIP
The City shall own all right, title, and interest in and to all Content on the worldwide
basis, including, without limitation, all Intellectual Property Rights relating thereto, (i) with
respect to Content captured by cameras or microphones at the venue, at the time such
Content is so captured and prior to the time it is transmitted to the computer at the venue,
and (ii) with respect to all other Content, at the time such Content is transmitted or
otherwise provided to Granicus pursuant to this Agreement. To the extent that any such
Content is protectable by copyright, such Content shall be deemed to be "works made for
hire" under the copyright laws of the United States.
Granicus shall retain all Content indefinitely and in accordance with all applicable
laws, unless the City Manager or his or her designee approves in writing destruction of
specified records.
In the event of termination without cause of this Agreement, Granicus shall provide
to the City all Content on a media readable by most computer systems at that time and in
a form readable without any proprietary equipment or application(s).
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15.INDEMNIFICATION AND HOLD HARMLESS
Granicus shall indemnify, defend and hold harmless City, and any and all of its
officers, employees, and agents ("City lndemnitees") from and against any and all causes
of action, claims, liabilities, obligations, judgments, or damages, including reasonable
legal counsels' fees and costs of litigation ("claims"), arising out of Granicus' performance
of its obligations under this Agreement or out of the operations conducted by Granicus,
including the City's active or passive negligence, except for such loss or damage arising
from the sole negligence or willful misconduct of the City. In the event the City lndemnitees
are made a party to any action, lawsuit, or other adversarial proceeding arising from
Granicus' performance of this Agreement, Granicus shall provide a defense to the City
lndemnitees or at the City's option reimburse the City lndemnitees their costs of defense,
including reasonable legal counsels' fees incurred in defense of such claims.
City shall defend, indemnify, and hold Granicus harmless from and against any
claims, and shall pay all losses, to the extent arising out of or related to (a) City's (or that
of anyone authorized by City or using logins or passwords assigned to City) use or
modification of any Granicus Products and Services; (b) any City content; or (c) City's
violation of applicable law.
Granicus agrees to be fully responsible according to the terms of this Section.
Failure of City to monitor compliance with these requirements imposes no additional
obligations on City and will in no way act as a waiver of any rights hereunder. This
obligation to indemnify and defend City as set forth here is binding on the successors,
assigns, or heirs of Granicus and shall survive the termination of this Agreement or this
Section.
City does not and shall not waive any rights that it may have against Granicus by
reason of this Section, because of the acceptance by City, or the deposit with City, of any
insurance policy or certificate required pursuant to this Agreement. The hold harmless
and indemnification provisions shall apply regardless of whether or not said insurance
policies are determined to be applicable to any losses, liabilities, damages, costs, and
expenses described in this Section.
16.INSURANCE
Granicus shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and incorporated
herein by this reference as though set forth in full.
17.INDEPENDENT CONTRACTOR
Granicus is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Granicus shall at all times be under Granicus' exclusive direction and control. Neither City
nor any of its officers, employees, or agents shall have control over the conduct of
Granicus or any of Granicus' officers, employees, Representatives, or agents, except as
set forth in this Agreement. Granicus shall not at any time or in any manner represent
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that it or any of its officers, employees, or agents are in any manner officers, employees,
or agents of the City. Granicus shall not incur or have the power to incur any debt,
obligation, or liability against City, or bind City in any manner.
No employee benefits shall be available to Granicus in connection with the
performance of this Agreement. Except for the fees paid to Granicus as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Granicus for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Granicus for injury or sickness arising out of performing services
hereunder.
Nothing contained in this Agreement shall be deemed, construed, or represented
by City or Granicus, or by any third person, to create the relationship of principal or agent,
or of a partnership, or of a joint venture, or of any other association of any kind or nature
between City and Granicus
18. LEGAL RESPONSIBILITIES
Granicus shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. Granicus shall at all times observe and comply
with all such laws and regulations, including but not limited to the Americans with
Disabilities Act and Occupational Safety and Health Administration laws and regulations.
The City, and its officers and employees, shall not be liable at law or in equity occasioned
by failure of Granicus to comply with this Section.
19. ANTI DISCRIMINATION
Neither Granicus, nor any Representative under Granicus, shall discriminate in
employment of persons upon the work because of race, religious creed, color, national
origin, ancestry, physical handicap, medical condition, marital status, or gender of such
person, except as provided in Section 12940 of the Government Code. Granicus shall
have responsibility for compliance with this Section [Labor Code Sec. 1735].
20. UNDUEINFLUENCE
Granicus declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the award,
terms or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Granicus, or any officer, employee or
agent of Granicus, in connection with the award of this Agreement or any work to be
conducted as a result of this Agreement. Violation of this Section shall be a material
breach of this Agreement entitling the City to any and all remedies at law or in equity.
21. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
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No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
22. CONFLICT OF INTEREST
Granicus covenants that neither they nor any officer or principal of their firm have
any interests, nor shall they acquire any interest, directly or indirectly, which will conflict
in any manner or degree with the performance of their services hereunder. Granicus
further covenants that in the performance of this Agreement, they shall employ no person
having such interest as an officer, employee, agent, or subconsultant.
23. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
To: Contracts
Granicus, LLC.
408 St. Peter Street, Suite 600
St. Paul, MN 55102
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
24. CHANGE IN NAME
Should a change be contemplated in the name or nature of Granicus' legal entity,
Granicus shall first notify the City in order that proper steps may be taken to have the
change reflected in the Agreement documents.
25. ASSIGNMENT
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Granicus shall not assign this Agreement or any of the rights, duties or obligations
hereunder. It is understood and acknowledged by the parties that Granicus is uniquely
qualified to perform the services provided for in this Agreement.
26. LICENSES
At all times during the term of this Agreement, Granicus shall have in full force and
effect, all licenses required of it by law for the performance of the services in this
Agreement.
27. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Granicus understand and
agree that the laws of the State of California shall govern the rights, obligations, duties,
and liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
28. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or the
declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
29. ARBITRATION
Cases involving a dispute between City and Granicus may be decided by an
arbitrator if both sides agree in writing, with costs proportional to the judgment of the
arbitrator.
30. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation of
any and all facts such party deems material.
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31.CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit
or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
32.AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
33.PRECEDENCE
In the event of conflict, the requirements of the City's Request for Proposal, if any,
and this Agreement shall take precedence over those contained in Granicus' Proposal
and Terms and Conditions.
34.INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally and shall not
be interpreted against either party on the ground that the party prepared the Agreement
or caused it to be prepared.
35.WAIVER
No waiver of any prov1s1on of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any such waiver constitute
a continuing or subsequent waiver of the same provision. No waiver shall be binding
unless executed in writing by the party making the waiver.
36.AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of Granicus warrants
and represents that he/she has the authority to execute this Agreement on behalf of
Granicus and has the authority to bind Granicus to the performance of obligations
hereunder.
[signatures follow on next page]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK
GRANICUS, LLC
__________________________________ __________________________________
Troy Brown, City Manager Jessica Yang, Sr Manager
Attest:
__________________________________
Ky Spangler, City Clerk
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Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
“Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for claims
or suits by one insured against another. Limits are subject to review but in no event less
than $_____________ per occurrence for all covered losses and no less than
$_______________ general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $_______________ per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant’s employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability for
each such person.
Workers’ Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages.
Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in
addition to policy limits. Policy shall contain a provision obligating insurer at the time
insured’s liability is determined, not requiring actual payment by the insured first. There
shall be no cross liability exclusion precluding coverage for claims or suits by one insured
against another. Coverage shall be applicable to the City for injury to employees of
Consultant, subconsultants or others involved in the Work. The scope of coverage
provided is subject to approval by the City following receipt of proof of insurance as
required herein. Limits are subject to review but in no event less than $_______________
aggregate.
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Granicus, LLC Page 14 of 17
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1.Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 and CG 2037
with edition acceptable to the City. Consultant also agrees to require all contractors
and subcontractors to do likewise.
2.No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3.All insurance coverage and limits provided by Consultant and available or
applicable to this Agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or
its operation limits the application of such insurance coverage.
4.None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5.No liability policy shall contain any provision or definition that would serve to
eliminate so-called “third party action over” claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6.All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or
reduction of discovery period) that may affect the City’s protection without the
City’s prior written consent.
7.Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant’s general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or reduced
at any time and no replacement coverage is provided, the City has the right, but
not the duty, to obtain any insurance it deems necessary to protect its interests
under this or any other Agreement and to pay the premium. Any premium so paid
471
Granicus, LLC Page 15 of 17
by the City shall be charged to and promptly paid by Consultant or deducted from
sums due Consultant, at the City’s option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of
any cancellation or reduction of coverage. Consultant agrees to require its insurer
to modify such certificates to delete any exculpatory wording stating that failure of
the insurer to mail written notice of cancellation or reduction of coverage imposes
no obligation, or that any party will “endeavor” (as opposed to being required) to
comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Consultant agrees to ensure that subcontractors, and any other party involved with
the Work who is brought onto or involved in the Work by Consultant, provide the
same minimum insurance required of Consultant. Consultant agrees to monitor
and review all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section. Consultant
agrees that upon request, all agreements with subcontractors and others engaged
in the Work will be submitted to the City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees that
it will not allow any contractor, subcontractor, Architect, Engineer, or other entity
or person in any way involved in the performance of Work contemplated by this
Agreement to self-insure its obligations to the City. If Consultant’s existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to change
the amounts and types of insurance required by giving the Consultant 90 days
advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to the City.
13. For purposes of applying insurance coverage only, this Agreement will be deemed
to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the part
of the City to inform Consultant of non-compliance with an insurance requirement
in no way imposes any additional obligations to the City nor does it waive any rights
hereunder in this or any other regard.
472
Granicus, LLC Page 16 of 17
15. Consultant will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until the
City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant’s insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications
applicable to the renewing or new coverage must be provided to the City within
five days of the expiration of coverage.
17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials, and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of this
Agreement to the extent that any other section or provision conflicts or impairs the
provisions of this section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Consultant for the cost of additional insurance coverage required by this
Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying with
these requirements. There shall be no recourse against the City for payment of
premiums or other amounts with respect thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work performed under this Agreement. The City
assumes no obligation or liability by such notice, but has the right (but not the duty)
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Granicus, LLC Page 17 of 17
to monitor the handling of any such claim or claims if they are likely to involve the
City.
474
408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form
Saint Paul, MN 55102 Prepared for
United States Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
Granicus Proposal for Moorpark, CA
ORDER DETAILS
Prepared By:Chloe Scheer
Phone:
Email:chloe.scheer@granicus.com
Order #:Q-158116
Prepared On:09/28/2021
Expires On:10/31/2021
Currency:USD
Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Period of Performance: 11/01/2021 - 10/31/2022
ORDER TERMS
Current Billing Term
End Date:10/31/2021
EXHIBIT B
Granicus Proposal for Moorpark, CA
Granicus, LLC.Page 17 of 27
475
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Terminating Subscriptions
Solution Quantity/Unit Prior Annual Fee
Government Transparency Suite 0 Each $6,300.00
Granicus Encoding Appliance Software (GT)0 Each $2,520.00
SUBTOTAL:$8,820.00
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre-paid
fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the Client's then-current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
Client will continue to have access to and use the terminating solution until the new subscription(s) is/are
deployed.
Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus shall remove
access to the Client's terminating subscription(s).
One-Time Fees
Solution Billing
Frequency Quantity/Unit One-Time Fee
GovMeetings Live Cast SetUp and
Config Up Front 1 Each $0.00
Encoding Appliance HDW - WOWZA
ClearCaster Upon Delivery 1 Each $2,950.00
Granicus Video - Online Training Upon Delivery 2 Hours $450.00
Granicus ClearCaster Setup and
Configuration Up Front 1 Each $875.00
US Shipping Charge C - Large Item Upon Delivery 1 Each $125.00
SUBTOTAL:$4,400.00
Exhibit B
Granicus, LLC.Page 18 of 27
476
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
New Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
GovMeetings Live Cast Annual 1 Each $8,136.00
Granicus ClearCaster Software Annual 1 Each $2,520.00
SUBTOTAL:$10,656.00
Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Open Platform Suite Annual 1 Each $0.00
Meeting Efficiency Suite Annual 1 Each $9,733.50
SUBTOTAL:$9,733.50
Exhibit B
Granicus, LLC.Page 19 of 27
477
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
FUTURE YEAR PRICING
Period of PerformanceSolution(s)11/01/2022 - 10/31/2023 11/01/2023 - 10/31/2024
Open Platform Suite $0.00 $0.00
Meeting Efficiency Suite $10,025.51 $10,326.27
GovMeetings Live Cast $8,380.08 $8,631.48
Granicus ClearCaster Software $2,595.60 $2,673.47
SUBTOTAL:$21,001.19 $21,631.22
Exhibit B
Granicus, LLC.Page 20 of 27
478
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
PRODUCT DESCRIPTIONS
Solution Description
Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to
post agendas/documents, and index of archives. These are able to be
published and accessible through a searchable viewpage.
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware-
as-a-Service (HaaS) solution that enables government organizations to
simplify the in-meeting management and post-meeting minutes creation
processes of the clerk’s office. By leveraging this solution, the client will be
able to streamline meeting data capture and minutes production,
reducing staff efforts and decreasing time to get minutes published. During
a meeting, use LiveManager to record roll calls, motions, votes, notes, and
speakers, all indexed with video. Use the index points to quickly edit
minutes, templates to format in Microsoft Word, and publish online with the
click of a button. Meeting Efficiency includes:
·Unlimited user accounts
·Unlimited meeting bodies
·Unlimited storage of minutes documents
·Access to the LiveManager software application for recording
information during meetings
·Access to the Word Add-in software component for minutes
formatting in MS Word if desired
·Up to one (1) MS Word minutes template (additional templates can
be purchased if needed)
GovMeetings Live Cast govMeetings LiveCast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus ClearCaster encoder. It will stream public meetings in HD, allow
users to live index items, record and publish minutes, and provide archive
videos for on-demand viewing.
Encoding Appliance HDW -
WOWZA ClearCaster
WOWZA ClearCaster encoder is the hardware appliance used convert the
video feed for video streaming on the web. It also records the video and
provides the MP4 file for archive playback.
Granicus Video - Online Training Granicus Video - Online Training
US Shipping Charge C - Large
Item
US shipping of a large item
Exhibit B
Granicus, LLC.Page 21 of 27
479
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
THIRD PARTY DISCLAIMER
ClearCaster and LiveCast Services: Client and Granicus agree that a third party will provide services under this
Agreement. Client 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 an independent third party.
Exhibit B
Granicus, LLC.Page 22 of 27
480
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
TERMS & CONDITIONS
·Link to Terms: https://granicus.com/pdfs/Master_Subscription_Agreement.pdf
·Upon the effective date, this Agreement shall supersede and replace any previous agreement between the
parties for the Terminating and/or Existing Subscriptions listed herein. All such prior agreements between the
parties are hereby void and of no force and effect.
·ClearCaster Terms & Conditions attached to this quote are incorporated herein by reference.
·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It
is the responsibility of Moorpark, CA to provide applicable exemption certificate(s).
·Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any
purpose other than the specific purpose of performing the services outlined within this Agreement.
·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
·Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which
the volume has changed from the prior term without regard to the prior term's per-unit pricing.
·Granicus will provide a three (3) year warranty with respect to required hardware. Within the three (3) year
warranty period, Granicus shall repair or replace any required hardware provided directly from Granicus that fails
to function properly due to normal wear and tear, defective workmanship, or defective materials.
Exhibit C
Granicus, LLC.Page 23 of 27
481
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
BILLING INFORMATION
Billing Contact:Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address:PO Number:
If PO required
Billing Email:Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-158116 dated 09/28/2021 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The
undersigned also understands the services and terms.
Moorpark, CA
Signature:
Name:
Title:
Date:
Exhibit C
Granicus, LLC.Page 24 of 27
482
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
ClearCaster Terms & Conditions
The ClearCaster products are subject to the following terms:
Permitted Use. Granicus hereby grants during each Order Term or as otherwise specified in the Order,
and Customer hereby accepts, solely for its internal use, a worldwide, revocable, non- exclusive, non-
transferrable right to use the ClearCaster products to the extent allowed in the relevant Order
(collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the
conditions and restrictions set forth herein, to use the ClearCaster products up to the levels limited in the
applicable Order.
Data Sources. Data uploaded into ClearCaster products must be brought in from Customer sources
(interactions with end users and opt-in contact lists). Customer cannot upload purchased contact
information into the ClearCaster products without Granicus’ written permission and professional
services support for list cleansing.
Passwords. Passwords are not transferable to any third party. Customer is responsible for keeping all
passwords secure and all use of the the ClearCaster products accessed through Customer’s passwords.
Content. Customer can only use the ClearCaster products to share content that is created by and
owned by Customer and/or content for related organizations provided that it is in support of other
organizations but not as a primary communication vehicle for other organizations that do not have a
Granicus subscription. Any content deemed inappropriate for a public audience or in support of
programs or topics that are unrelated to Customer, can be removed or limited by Granicus.
Disclaimers. Any text, data, graphics, or any other material displayed or published on Customer’s
website must be free from violation of or infringement of copyright, trademark,service mark, patent,
trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is
not responsible for content migrated by Client or any third party.
Advertising. The ClearCaster products shall not be used to promote products or services available for
sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus
reserves the right to request and review the details of any agreement betweenCustomer and a third
party that compensates Customer for the right to have information included in Content distributed or
made available through the ClearCaster products prior to approving the presence of Advertising within
the ClearCaster products.
Restrictions. Customer shall not:
Misuse any Granicus resources or the ClearCaster products or cause any disruption, including but
not limited to, the display of pornography or linking to pornographic material, advertisements,
solicitations, or mass mailings toindividuals who have not agreed to be contacted;
Use any process, program, or tool for gaining unauthorized access to the systems, networks, or
Exhibit C
Granicus, LLC.Page 25 of 27
483
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
accounts of other parties, including but not limited to, other Granicus customers;
Customer must not use the Granicus products, services or the ClearCaster products in a manner
in which system or network resources are unreasonably denied to other Granicus clients;
Customer must not use the services or ClearCaster products as a door or signpost to another
server.
Access or use any portion of the ClearCaster products, except as expressly allowed by this Order;
Copy, distribute, sublicense, or otherwise share, software provided on the ClearCaster products;
Disassemble, decompile, or otherwise reverse engineer all or any portion of the ClearCaster
products; or add or remove software on the ClearCaster products without Granicus consent;
Use the ClearCaster products for any unlawful purposes;
Export or allow access to the ClearCaster products in violation of U.S. laws orregulations;
Except as expressly permitted in this Order, subcontract, disclose, rent, or lease the ClearCaster
products, or any portion thereof, for third party use; or
Modify, adapt, or use the ClearCaster products to develop any software application intended
for resale which uses the ClearCaster products in whole or in part.
Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the
ClearCaster products. Granicus may use such submissions as it deems appropriate in its sole discretion.
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its
licensors reserve all right, title and interest in the ClearCaster products, the documentation and resulting
product including all related intellectual property rights. Further, no implied licenses are granted to
Customer. The Granicus name, the Granicus logo, and the product names associated with the services are
trademarks of Granicus or its suppliers, and no right or license is granted to use them.
License to Content; Access. Customer hereby grants Granicus and its vendors a limited right and license
to view, access, use, modify, adapt, reproduce, transmit, distribute, display, and disclose Content for the
sole purpose of providing the ClearCaster products.Customer agrees that Granicus and its vendors may
remotely access the ClearCaster products for the sole purpose of providing Granicus products and
services, and the ClearCaster products.
Exhibit C
Granicus, LLC.Page 26 of 27
484
Order Form
Moorpark, CA
Order #: Q-158116
Prepared: 09/28/2021
Warranties and Disclaimers. The ClearCaster products are provided “AS IS” and as available. EACH PARTY
HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL
AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIESOF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER
GRANICUS NOR ITS SUPPLIERS WARRANT THAT THE CLEARCASTER PRODUCTS WILLMEET CUSTOMER’S
REQUIREMENTS NOR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
Notwithstanding the foregoing and subject to payment of all applicable fees, Granicus will provide a three
(3) year warranty with respect to required hardware. Within the three (3) year warranty period, Granicus
shall repair or replace any required hardware provided directly from Granicus that fails to function
properly due to normal wear and tear, defective workmanship, or defective materials.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS NOR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS NOR ITS SUPPLIER SHALL BE LIABLE FOR: (A) ERROROR INTERRUPTION OF USE OR
FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR HARDWARE; (C) LOSS OF BUSINESS; (D) DAMAGES
ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, HARDWARE,
CLEARCASTER PRODUCTS, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND
GRANICUS’ REASONABLE CONTROL, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR
DIRECT DAMAGES RESULTING EXCLUSIVELY FROM THE CLEARCASTER PRODUCTS (WHETHER IN
CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR GRANICUS PRODUCTS
AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY
NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY
INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THE CLEARCASTER
PRODUCTS MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN.
Exhibit C
Granicus, LLC.Page 27 of 27
485