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<br />GRANICUS, INC. <br /> <br />SERVICES AGREEMENT <br /> <br />THIS AGREEMENT, dated as of _,2008 is between GRANICUS, INC., <br />a California Corporation and the City of Sunny Isles Beach (the "Client'"). <br /> <br />A. Granicus, Inc. has developed a streaming media solution and Media Management <br />Software that specializes in Internet Broadcasting. <br /> <br />B. The Client desires to (i) purchase the Granicus Solution which will facilitate <br />streaming and distribution of live and archived video and audio content, (ii) engage Granicus, Inc. <br />to integrate its Media Management Software onto the Client's existing website, and (iii) contract <br />with Granicus, Inc. to administer the Streaming Solution through a Managed Services solution. <br /> <br />NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, <br />covenants, representations and warranties herein contained, the parties hereto agree as follows: <br /> <br />I. GRANICUS SOLUTION; INSTALLATION; MAINTENANCE; PAYMENT. <br /> <br />1.1 Installation of Granic us Solution. <br /> <br />(a) Granicus, Inc. shall have the following obligations in connection with the <br />installation of the Granicus Solution: <br /> <br />(i) install, set-up and test the Granicus Solution, including. if <br />necessary, installing the computers, and loading any necessary software; <br /> <br />(ii) conduct one initial "train the trainer" training session, using a <br />combination of written procedures (in English) and hands-on training, on the use <br />of the Granicus Solution; and <br /> <br />(b) The Client shall have the following obligations Il1 connection with the <br />installation of the Granicus Solution: <br /> <br />(i) provide physical space at the site locations that is appropriate and <br />sufficient for the Granicus Solution, including a controlled access area for the <br />computers and associated hardware, equipment and accessories; and <br /> <br />(ii) Compensate all costs related to the installation and deployment of <br />the Granicus solution as described in Section 1.3. <br /> <br />(i i i) <br />Section 5.2. <br /> <br />Compensate all Managed Services payments as described 111 <br /> <br />1.2 Maintenance of Equipment. <br /> <br />(a) For three (3) years after the Purchase Date, Granicus, Inc. shall repair or <br />replace any Dell or Tangent Equipment, provided directly from Granicus, Inc., that fails to <br /> <br />Version 3.9.8 <br />