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DS Master Subscription AgreementMaster Subscription Agreement This Master Subscription Agreement ("Agreement") is entered into and effective W� 2018 ("Effective Date") by and between City of San Rafael ("Customer") and Granicus, LLC,a Minnesota Limited Liability Company d/b/a Granicus ("Granicus"). Customer and Granicus may each be referred to herein as "Party" or collectively as "Parties". 1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or Exhibit under this Agreement, further specified in Section 7.1. "Exhibit" means any exhibit referenced herein and attached hereto. "Extension Term" any term that increases the length of the Initial Term of this Agreement. "Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified on each Order, SOW or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order Term. "Granicus Products and Services" means the products and services made available to Customer pursuant to this Agreement, which may include Granicus products, services, application software accessible for use by Customer on a subscription basis ("SaaS"), Granicus professional services, content from any professional services or other required equipment components ("Required Hardware"), as specified in each Order, SOW or Exhibit. "Initial Term" shall have the meaning specified in the Order, SOW or Exhibit between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term" shall mean the then -current duration of performance identified on each Order, SOW or Exhibit, for which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services. "Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order, SOW or Exhibit shall describe the Parties' performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order, SOW or Exhibit placed hereunder. "Support" means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order, SOW or Exhibit placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly -issued purchase order by Customer accompanies the Order, SOW or Exhibit, then the Order, SOW or Exhibit need not be executed by the Parties. Each Order, SOW or Exhibit dated on or after the Effective Date shall be governed by this Agreement regardless of any pre-printed legal terms on each Order, SOW or Exhibit, and by this reference is incorporated herein. 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Customer is not materially diminished. 2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms of this Agreement and set forth in one or more Order, SOW or Exhibit may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Customer and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Customer as subscriptions during an Order Term specified in each Order, SOW or Exhibit. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Customer herby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order, SOW or Exhibit (collectively the "Permitted Use"). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in the applicable Order, SOW or Exhibit. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Customer sources (interactions with end users and opt -in contact lists). Customer cannot upload purchased contact information into Granicus Products and Services without Granicus' written permission and professional services support for list cleansing. 3.2.2. Content. Customer can only use Granicus Products and Services 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. 3.2.3. Granicus Communications Suite Subscriber Information 3.2.3.1. Data Provided by Customer. Data provided by Customer and contact information gathered through Customer's own web properties or activities will remain the property of Customer ("Direct Subscriber"), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Customer, unless required by law. 3.2.3.2. Data Obtained through the Granicus Advanced Network 3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscriber to other Granicus customer's digital communication (the "Advanced Network"). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a "Network Subscriber" to the agency it subscribed to through the Advanced Network. 3.2.3.2.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Customer is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Customer upon termination of any Granicus Order, SOW or Exhibit. Customer shall not use or transfer any of the Network Subscribers after termination of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must be destroyed by Customer within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 3.2.3.2.3. Opt -In. During the last 10 calendar days of Customer's Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Customer may send an opt -in email to Network Subscribers that shall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to subscribe to further updates from Customer in the future. Any Network Subscriber that does not opt -in will not be transferred with the subscriber list provided to Customer upon termination. 3.2.4. Advertising. Granicus Products and Services 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 the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions. Customer shall not: 3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; 3.3.2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.3. Use the Granicus Products and Services for any unlawful purposes; 3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer herby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty -free transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. 3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to Customer a three (3) year warranty with respect to the 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. Required Hardware warranty shall commence on the Effective Date of each applicable Order, SOW or Exhibit. 3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. 4. Payment 4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order, SOW or Exhibit. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Unless indicated otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granicus and paid by Customer as follows: 4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annually at the beginning of any Extended Term or Order Term, within thirty (30) days of receipt of invoice. 4.1.2. Services. Services supporting Products shall be paid quarterly during any Extended Term or Order Term, within thirty (30) days of receipt of each invoice. 4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required Hardware components with the configured Granicus Product and Services. 4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty (30) days receipt of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such invoice. 4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Customer at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall automatically increase from the previous term's fees by seven (7) percent per year. 5. Representations, Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided "AS IS" and as available. 5.3. Disclaimers. 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 WARRANTIES OF MERCHANTABILITY, TITLE, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party (receiving Party) certain information which may be considered confidential and/or trade secret information ("Confidential Information"). Confidential Information shall include: (i) Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public information of the disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (iv) any information that should be reasonably understood to be confidential or proprietary to the receiving Party, given the nature of the information and the context in which disclosed. 6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the receiving Party; (ii) was in the receiving Party's possession before receipt from the disclosing Party; (iii) is rightfully receiving by the receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the disclosing Party without a duty of confidentiality on the third party; (v) is independently developed by the receiving Party without use or reference to the disclosing Party's Confidential Information; or (vi) is disclosed with the prior written approval of the disclosing Party. Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal process, only to the extent required by such order or process and, if allowed by law, only after the recipient has given the owner written notice of such court order or other legal process promptly and the opportunity for the owner to seek a protective order or confidential treatment of such Confidential Information. 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Customer provide such notice, Customer must ensure that that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus on its behalf. 6.4. Return of Confidential Information. Upon request of the disclosing Party, termination, or expiration of this Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's Confidential Information and, at the disclosing Party's request, certify the same. 7. Term and Termination 7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date of the Order Term of each Order, SOW or Exhibit under this agreement, unless otherwise terminated as provided in this Section 7, but no later than three years from the Effective Date. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and Services provided under the respective Order, SOW or Exhibit. Customer's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the Order Term, the Granicus Products and Services will automatically renew for an Extension Term equal in duration to the Initial Term, or the then -current Order Term. 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders, SOWs or Exhibits shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Customer be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the non -breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties, liability, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, 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 SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CONTRACTOR FOR ITS DUTIES UNDER THE AGREEMENT. 8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING 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 THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 9. Indemnification 9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a Claim, if Granicus determines that an affected Order, SOW or Exhibit is likely, or if the Solution is determined in a final, non -appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non -infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the affected Solution and refund to You any prepaid fees for the then -remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent it is based upon: (i) a modification to any Solution by Customer (or by anyone under Customer's direction or control or using logins or passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or specifications or in reliance on materials or information provided by Customer; or (iii) Customer's use (or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any Granicus Products and Services other than in accordance with this Agreement. This Section 9.1 sets forth Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Customer. Customer 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) Customer's (or that of anyone authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus Products and Services; (b) any Customer content; or (c) Customer's violation of applicable law. 9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified P a rty. 10. General 10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 10.3. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties. 10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing, Granicus retains the right to revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with industry practices, legal requirements, and the requirements of any third -party suppliers. 10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 10.6. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.7. No Third -Party Beneficiaries. Subject to Section 9.6, this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -party beneficiaries to this Agreement. 10.8. Notice. All notices under this Agreement shall: (a) be in writing and shall be addressed to the other Party at the mailing address set forth below, with a copy of any such notice being emailed to the email address set forth below on the same day that the notice is mailed. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. The mailing and email addresses of the Parties are as follows: Granicus ATTN: Contracts Address: 408 St. Peter Street Suite 600 Saint Paul, MN 55102 Phone: (651) 757-4154 Email: contracts@granicus.com City of San Rafael ATTN: Gus Bush Address: Information Technology 1400 5th Avenue San Rafael, CA 94901 Phone: 415-458-5302 Email: gus.bush@cityofsanrafael.org 10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by circumstances beyond the control and without the fault or negligence of the Party failing to perform. Such causes include but are not limited to acts of God, wars, fires, floods, government regulations, shortage or supplies, acts of terrorism, or strikes. 10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, without reference to the State's principles of conflicts of law. The parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County, Minnesota. 10.11. Entire Agreement. This Agreement, together with all Orders, SOWS or Exhibits referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements. Granicus and Customer agree that any and all Orders, SOWS or Exhibits are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Exhibits (excluding orders) hereto; (3) Orders; and (4) all other SOWs or other purchase documents. 10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants Granicus the right to use Customer's name and logo in customer lists and marketing materials. 10.13. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly - authorized representatives on the Effective Date as set forth above. Granicus City of San Rafael By: By: Authorized ignature) Name: Name: Dawn Kubat (Print or Type Name of Signatory) Title: Title: Vice President of Legal ( uth rized Si nat�re) Jim Schutz J\ (Print or Type Name of Signatory) City Manager By: Attest: (Auth ' ig ature) (Signature) Name: Name: Eric Gibson Lindsay Lara (Name of Signatory) (Name of Signatory) Title: CFO Title: Citv Clerk Approved as to Forn (Sitnature) Name: R ert Epstein _ (Name of Signatory) Title: City Attorney Attachments: Exhibit A (Additional Terms and Conditions) Exhibit B (Quote) EXHIBIT A TO THE MASTER SUBSCRIPTION AGREEMENT This Exhibit provides additional terms and conditions to the Master Subscription Agreement (MSA) entered into on the to day of A U , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CUSTOMER"), did Granicus, LLC, a Minnesota Limited Liability Company d/b/a GRANICUS (hereinafter "GRANICUS"). PROJECT COORDINATION. A. CUSTOMER'S Project Manager. Information Technology Manager Gus Bush is hereby designated the PROJECT MANAGER for the CUSTOMER, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this MSA. B. GRANICUS' Project Director. GRANICUS shall assign a single PROJECT DIRECTOR tohave overall responsibility for the progress and execution of this MSA for GRANICUS. is hereby designated as the PROJECT DIRECTOR for GRANICUS. Sh uld circumstances or conditions subsequent to the execution of this MSA require a substitute PROJECT DIRECTOR, for any reason, GRANICUS shall notify the CUSTOMER within ten (10) business days of the substitution. 2. DUTIES OF GRANICUS. GRANICUS shall perform the duties and/or provide services as described in their quote dated February 21, 2018 (attached as an Order to the MSA), or any subsequent Order, SOW or Exhibit signed by both parties. 3. DUTIES OF CUSTOMER. CUSTOMER shall pay the compensation as provided in Paragraph 4 of this Appendix and assist GRANICUS with system planning/implementation as required. 4. COMPENSATION. For the full performance of the services described herein by GRANICUS, CUSTOMER shall pay GRANICUS as described in the Order attached as Exhibit B to the MSA, or any subsequent Order, SOW or Exhibit signed by both parties. Total fees and costs of all Orders, SOWs or Exhibits under the MSA shall not exceed $89,086.62. D. Payment will be made quarterly upon receipt by PROJECT MANAGER of itemized invoices submitted by GRANICUS. 5. DISCRETIONARY TERMINATION. A. Discretionary Termination. Either party may terminate this MSA without cause at the start of each Extension Term by providing ninety (90) days written notice mailed or personally delivered to the other party. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CUSTOMER documents or materials provided to GRANICUS and any and all of GRANICUS's documents and materials prepared for or relating to the performance of its duties under this MS, shall be delivered to CUSTOMER as soon as possible, but not later than thirty (30) days after termination. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by GRANICUS in connection with the performance of its duties under this MSA, shall be the sole property of CUSTOMER. CUSTOMER may use said property for any purpose, including projects not contemplated by this MSA. 7. INSPECTION AND AIIJDIT. Upon reasonable notice, GRANICUS shall make available to CUSTOMER, or its agent, for inspection and audit, all documents and materials maintained by GRANICUS in connection with its performance of its duties under this MSA. GRANICUS shall fully cooperate with CUSTOMER or its agent in any such audit or inspection. 8. INSURANCE. A. Scope of Coverage. During the term of this MSA, GRANICUS shall maintain, at no expense to CUSTOMER, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (non -owned and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per claim/two million dollars ($2,000,000) aggregate, to cover any claims arising out of GRANICUS's performance of services under this MSA. Where GRANICUS is a professional not required to have a professional license, CUSTOMER reserves the right to require GRANICUS to provide professional liability insurance pursuant to this section. 4. If it employs any person, GRANICUS shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. GRANICUS's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CUSTOMER. B. Other Insurance Requirements. The insurance coverage required of GRANICUS in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be endorsed to include the CUSTOMER, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under GRANICUS'S insurance policies shall be primary with respect to any insurance or coverage maintained by CUSTOMER and shall not call upon CUSTOMER's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in GRANICUS'S policies shall be at least as broad as ISO form CG20 010413. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or worker's compensation in their text or by endorsement, coverage for 4. By execution of this MSA, GRANICUS hereby grants to CUSTOMER a waiver of right to subrogation which any insurer of GRANICUS may acquire against CUSTOMER by virtue of the payment of any loss under such insurance. GRANICUS agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CUSTOMER has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than two years after the Agreement's expiration. 6. The insurance policies shall provide for a retroactive date of placement coinciding with on or before the effective date of this MSA. 7. The limits of insurance required in this MSA may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CUSTOMER (if agreed to in a written contract or agreement) before CUSTOMER'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this MSA that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CUSTOMER or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this MSA; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in GRANICUSSIs insurance policies must be declared to and approved by the PROJECT MANAGER and CUSTOMER'S City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CUSTOMER or other additional insured party. At CUSTOMER's option, the deductibles or self-insured retentions with respect to CUSTOMER shall be reduced or eliminated to CUSTOMER's satisfaction, or GRANICUS shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. GRANICUS shall provide to the PROJECT MANAGER or CUSTOMER'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this MSA; (2) endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this MSA. CUSTOMER reserves the right to obtain a full certified copy of any insurance policy and endorsements from GRANICUS. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and CUSTOMER'S City Attorney. E. The defense and indemnification obligations of this MSA are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this MSA, and shall survive the termination or completion of this MSA for the full period of time allowed by law. 9. NONDISCRIMINATION. GRANICUS shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this MSA. 10. COMPLIANCE WITH ALL LAWS. GRANICUS shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this MSA. GRANICUS shall perform all services under this MSA in accordance with these laws, ordinances, codes and regulations. GRANICUS shall release, defend, indemnify and hold harmless CUSTOMER, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 18. SET-OFF AGAINST DEBTS. GRANICUS agrees that CUSTOMER may deduct from any payment due to GRANICUS under this MSA, any monies which GRANICUS owes CUSTOMER under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this MSA, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this MSA, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this MSA or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this MSA, or arising out of the performance of this MSA, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. GRANICUS shall obtain and maintain during the duration of this MSA, a business license as required by the San Rafael Municipal Code. GRANICUS shall pay any and all state and federal taxes and any other applicable taxes. CUSTOMER shall not be required to pay for any work performed under this MSA, until GRANICUS has provided CUSTOMER with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). G G -R AN I C -US Quote Number: Q-22841 Quote Prepared On: 8/10/2018 Quote Valid Through: 8/25/2018 Payment Terms: Net 30 Currency: USD Start Date: 7/1/2018 End Date: 6/30/2019 Exhibit B Procurement Vehicle: Direct In Support of: San Rafael, CA Granicus Contact: Name: Ryan McClain Phone: +1 8044849161 Email: ryan.mcclain@granicus.com Product Name Invoice Quantity One -Time Boards and Commissions (City) Schedule 1 Each Total Granicus Encoding Appliance Hardware - SDI (AMAX) (GT) 50% Up 1 Each $3,500.00 Open Platform Suite Front 50% 1 Each $5,007.60 Government Transparency Suite Upon 1 Each $6,978.00 Meeting Efficiency Suite Delivery 1 Each $3,338.40 Granicus Encoding Appliance Hardware Configuration (GT) Milestones 1 Each $875.00 US Shipping Charge C - Large Item Up Front 1 Each $125.00 Upgrade to SDI 720p Streaming Quarterly TOTAL $4,500.00 Product Name Invoice Schedule Quantity Annual Total Boards and Commissions (City) Quarterly 1 Each $5,778.00 Granicus Encoding Appliance Software (GT) Quarterly 0 Each $0.00 Open Platform Suite Quarterly 1 Each $5,007.60 Government Transparency Suite Quarterly 1 Each $6,978.00 Meeting Efficiency Suite Quarterly 1 Each $3,338.40 Additional Meeting Body - Meeting Efficiency (1 to 2 MBs) Quarterly 1 Each $3,595.20 Granicus Encoding Appliance Software (GT) Quarterly 1 Each $1,200.00 Upgrade to SDI 720p Streaming Quarterly 1 Each $1,200.00 TOTAL $27,097.20 Q-22841 : 8/10/2018 Page 1 of 4 G G_R AN I C -US Procurement Vehicle: Direct In Support of: San Rafael, CA Product Name 07/01/19 to 06/30/20 07/01/20 to 06/30/21 Boards and Commissions (City) $ 6,009.12 $ 6,249.48 Granicus Encoding Appliance Software (GT) $ 0.00 $ 0.00 Open Platform Suite $ 5,207.90 $ 5,416.22 Government Transparency Suite $ 7,257.12 $ 7,547.40 Meeting Efficiency Suite $ 3,471.94 $ 3,610.81 Additional Meeting Body - Meeting Efficiency (1 to 2 MBs) $ 3,739.01 $ 3,888.57 Granicus Encoding Appliance Software (GT) $ 1,248.00 $1,297.92 Upgrade to SDI 720p Streaming 1 $1,248.001 $1,297.92 TOTAL: $ 28,181.09 $ 29,308.33 —.,- ..._........ _ ... Product Name Product Description Boards and Boards and Commissions is a Software -as -a -Service (SaaS) solution that enables government Commissions (City) organizations to simplify the citizen application and appointment to boards process of the clerk's office. Boards and Commissions includes: • Unlimited user accounts • Unlimited boards, commissions, committees, and subcommittees • Unlimited storage of citizen applications • Access to one Granicus platform site • Access to one Boards and Commissions site • Access to customizable, embeddable Frame websites for displaying information to citizens • Access to a customizable online citizen application form including board -specific questions • Customizable forms for board details, appointment details, and internal tracking details. • Pre -designed document PDFs for applications, board details and rosters, and vacancy reports • Downloadable spreadsheets for easy reporting • Optional custom templates for document or report generation (additional upfront charge applies) Granicus Encoding Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where Appliance Software webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and (GT) minutes created. 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. Government Government Transparency are the live in -meeting functions. Streaming of an event, pushing of Transparency Suite documents, indexing of event, creation of minutes. Q-22841 : 8/10/2018 Page 2 of 4 G GRAN I C -US Procurement Vehicle: Direct In Support of: San Rafael, CA Product Name Product Description Meeting Efficiency Meeting Efficiency is a hybrid Software -as -a -Service (SaaS) and Hardware -as -a -Service (HaaS) solution Suite 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, 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 or HTML, 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 one Granicus platform site • 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 • One MS Word or HTML minutes template (additional templates can be purchased if needed) Granicus Encoding AMAX Encoder with Osprey SDI Card. Used to pass commands and data from LiveManager that include Appliance Hardware - Start/Stop of webcast, indexing, and document display. Also serves to distribute video and captions to be SDI (AMAX) (GT) distributed to the CDN or Performance Accelerator. Granicus Encoding Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where Appliance Software webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and (GT) minutes created. Granicus Encoding Remote configuration and deployment of an encoding appliance. Appliance Hardware Configuration (GT) US Shipping Charge C US shipping of a large item - Large Item Upgrade to SDI 720p Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Streaming • Payment terms: net 30 • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • 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 San Rafael, CA to provide applicable exemption certificate(s). • If submitting a Purchase Order instead of signing the quote, please include the following language: All pricing, terms and conditions of quote Q-22841 are incorporated into this Purchase Order by reference. Q-22841 : 8/10/2018 Page 3 of 4 G G -R AN I C'US GR�N1' ASD CCEPTA San Rafael, CA Signature: Name: Name: G,,3 �j„s Phone Title Date Sn F"r'.'' ""' %reAmo % /14n.t✓P/ Email Procurement Vehicle: Direct In Support of: San Rafael, CA Billing Information G�.s ,3v,3 y/s - -530 z StJS .bas % �G • 7y d FfAn iA /i►P I . d/9 2.? � ZvIS' Address: /,Y o o /--.' /y ve,# e 5,1,- leA`ne/_ CA 9V 90/ Q-22841 : 8/10/2018 Page 4 of 4 A complete video solution for government Granicus Video enables organizations to build a content -rich library of live and archived public meeting webcasts and records without hassle, enabling agencies to reach a broader audience and further meet modern transparency demands With easy-to-use media management tools, agencies can schedule and broadcast live webcasts while simultaneously recording and archiving the live content to unlimited storage. Agendas can be imported prior to each meeting, allowing for video to be indexed in real-time, which eliminates hours of follow up work after an event has ended. After the meeting, publish a full and integrated public record which links the agenda directly to the video. Empowered citizens can browse published agendas and supporting documents or save time Live event D streaming Publish a complete public record by performing keyword searches to jump directly to specific topics, making it easier for viewers to find the information they're most interested in. Citizens can also subscribe to agendas or keyword searches to get real-time notifications when new, relevant content becomes available. Opt in to HD video for an enhanced viewing experience or further enable accessibility and ensure ADA compliance by adding closed - captioning services. Agencies can monitor and analyze public interest through visitor and viewership reports, which break down visitor statistics, including most -popular content, number of views, length of time on site, and more to better understand the viewing audience. Archive videos with unlimited storage Closed captioning CC add-on for ADA compliance Searchable, indexed content Reports to analyze III public participation Manage seat appointments, vacancies and citizen applications Boards and Commissions allows clerks and staff to easily manage the entire committee appointment process. The information on the admin dashboard in an organized format. Staff can use insightful graphs, searches and filters to review and system displays and promotes current and organize applications, and submit qualified upcoming vacancies on the organization's candidate information for selection. existing website in real-time. Applicants can apply online, and clerks receive the (9 xs�l Paperless board Customize Post roster and management application forms vacancies online Search and generate reports on applications °b Share information within org Integrate with Granicus agenda management tools Modernize and simplify meeting minutes creation Granicus Minutes reduces labor, and streamlines minutes creation by electronically capturing roll -call, agenda items, speakers, motions, votes, and notes through a simple interface. When a meeting ends, the tool transfers captured content to a minutes document, allowing users to finalize minutes quickly and easily in Microsoft Word. With content 75-80% complete at the time the meeting ends, Minutes saves staff countless hours in their post- meeting workflow. Minutes can also integrate with other Granicus products to further streamline the meeting process. Import agendas directly from agenda management systems, digitally capture vote results with VoteCast, and publish minutes alongside indexed meeting recordings using Granicus Video. F 7 Digitally capture Record motions, Save time in post - meeting content votes and notes OL meeting workflow Finalize minutes in Publish PDF or HTML W Microsoft Word minutes oo� CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Information Technology Project Manager: Gus Bush Extension: x5302 Contractor Name: Granicus, LLC Contractor's Contact: Ryan McClain Contact's Email: ryan.mcclain@granicus.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE 6/25/2018 Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N GB b. Email contract (in Word) & attachments to City 6/25/2018 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 7/12/2018 and return to Project Manager 7/12/2018 NLMM b. Confirm insurance requirements, create Job on Project Manager PINS, send PINS insurance notice to contractor NLMM 3 Forward three (3) originals of final agreement to Click here to N Project Manager contractor for their signature When necessary, * contractor -signed agreement enter a date. 4 n N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or N Public Works Contract > $125,000 8/6/2018 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/1/18 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed Imb agreement 7 City Attorney Review and approve insurance in PINS, and bonds ` V P� (for Public Works Contracts) 8 City Manager/ Mayor City Clerk Agreement executed by Council authorized official 9 Attest signatures, retains original agreement and TW forwards copies to Project Manager 21 g 9-3- }38k1