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DS ProudCity Web Platform Services* ProudCity ProudCity Terms of Service San Rafael, CA * ProudCity Overview: ProudCity is a web platform that lets municipalities easily launch and manage government digital services all in one place: proudcity.com. We empower government to proudly serve residents, businesses and visitors and build a stronger sense of civic pride. Our service is designed to give municipalities as much control and ownership over what goes on your website as possible and encourage you to express yourself freely. However, be responsible in what you publish. In particular, make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) appear on your website. Terms of Service: The following terms and conditions govern all use of ProudCity and all content, services, and products available at or through the website, including, but not limited to, our services. Our Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, ProudCity's privacy polio) and procedures that may be published from time to time by ProudCity (collectively, the "Agreement"). You agree that we may automatically upgrade our Services, and these terms will apply to any upgrades. Your agreement is with ProudCity Inc., (each, "ProudCity" or "we"). Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by ProudCity, acceptance is expressly limited to these terms. ProudCity 0 415.745.1482 40 info(@proudcity.com 41 proudcity.com * ProudCity Use of our Services requires a ProudCity account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure. 1. ProudCity Platform • Your ProudCity Account and Website. If you create a website on the ProudCity Platform, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the website. You must immediately notify ProudCity of any unauthorized uses of your website your account, or any other breaches of security. ProudCity will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. • Responsibility of Contributors. If you operate a website, or otherwise make (or allow any third party to make) material available (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using the ProudCity Platform, you represent and warrant that your Content and conduct do not violate these terms. If you delete Content, ProudCity will use reasonable efforts to remove it from your website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, ProudCity has the right (though not the obligation) to, in ProuclCity's sole discretion, (i) refuse or remove any content that, in ProudCity's reasonable opinion, violates any ProudCity policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of ProudCity to any individual or entity for any reason. ProudCity will have no obligation to provide a refund of any amounts previously paid. • Web Traffic. We use a third party, Google Analytics, to measure your website's audience and usage. By hosting your site on the ProudCity Platform, you agree to assign the traffic relating to your website to ProudCity. If we or Google Analytics require additional documentation to verify ownership of ProudCity 0 415.745.1482 0 info(caproudcity.com 6 proudcity.com * ProudCity your website or domain name, you agree to make reasonable efforts to accommodate such requests. • Attribution. ProudCity reserves the right to display attribution links such as 'Powered by ProudCity', theme author, and font attribution in your footer or toolbar. Footer -credits may not be altered or removed regardless of upgrades purchased. • Payment and Renewal. o General Terms. The initial ProudCity Subscription price shall be $7,078.28 per year which will commence upon the site going live. Optional paid services are available (any such services, an "Upgrade"). By selecting an Upgrade you agree to pay ProudCity the one time fee or monthly or annual subscription fees indicated for that service. Payments will be charged on a pre -pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. o Current Upgrades. • Subsites: $1,415.86 per site per year • Search+Docs: $3,600 per year • Meetings with Search+Docs: $10,000 per year • Notifications: $2,200 per year o Automatic Renewal. Unless you notify ProudCity before the end of the applicable subscription period that you want to cancel a subscription or upgrade, your upgrade or subscription will automatically renew and you authorize us to collect the then -applicable annual or monthly subscription fee for such services using any credit card or other payment mechanism we have on record for you. Subscriptions and upgrades can be canceled at any time by contacting ProudCity but without refunds for previously paid invoices. o Enterprise Service. Enterprise services are provided by ProudCity under the terms and conditions for each such service. By signing up for Enterprise services, you agree to abide by such terms and conditions. 2. Responsibility of Visitors. ProudCity 0 415.745.1482 * info(@proudcity_com 0 proudcity.com * ProudCity ProudCity has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material's content, use or effects. By operating our Services, ProudCity does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non -harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. ProudCity disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted. 3. Content Posted on Other Websites. We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which your website links, and that link to your website. ProudCity does not have any control over those external websites, and is not responsible for their contents or their use. By linking to an external website, ProudCity does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ProudCity disclaims any responsibility for any harm resulting from your use of external websites and webpages. 4. Intellectual Property. This Agreement does not transfer from ProudCity to you any ProudCity or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with ProudCity. ProudCity, my. proudcity.com, proudcity.com, ProudCity logo, and all other trademarks, service marks, graphics and ri uudCity ,) -+-L:)./45.1482 0 info(@proudcity.com 4D proudcity.com * ProudCity logos used in connection with ProudCity or our Services, are trademarks or registered trademarks of ProudCity or ProuclCity's licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any ProudCity or third -party trademarks. This Agreement does not transfer from the customer to ProudCity any customer or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with the customer. The customer's domain, logo, and all other trademarks, service marks and unique graphics used by the customer are trademarks or registered trademarks of the customer or customer's licensors. Other trademarks, service marks, graphics and logos used in connection with the website may be the trademarks of other third parties. Notwithstanding, to the extent the customer engages ProudCity to develop a custom product or feature ProudCity shall be permitted to share that product or feature with any and all ProudCity customers. 5. Changes. We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose. 6. Termination. ProudCity may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to ProudCity 4D 415.745.1482 0 info a proudcity.com 0 proudcity.com * ProudCity terminate this Agreement or your ProudCity account (if you have one), you may discontinue using our Services and stop billing by contacting ProudCity and request a termination of services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. 7. Disclaimer of Warranties. Our Services are provided "as is." ProudCity and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non -infringement. Neither ProudCity nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk. 8. Limitation of Liability. In no event will ProudCity, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ProudCity under this agreement during the twelve (12) month period prior to the cause of action. ProudCity shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law. 9. General Representation and Warranty. You represent and warrant that (i) your use of our Services will be in strict accordance with the ProudCity Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your ProudCity 0 415.745.1482 0 info@proudcity.com ® DMUdcity.com * ProudCity country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party. 10. US Economic Sanctions. You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and ProudCity reserve the right to terminate accounts or access of those in the event of a breach of this condition. 11. Indemnification. You agree to indemnify and hold harmless ProudCity, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of our Services, including but not limited to your violation of this Agreement. 12. Translation. These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control. 13. Miscellaneous. This Agreement constitutes the entire agreement between ProudCity and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of ProudCity, or by the posting by ProudCity of a revised version. Except to the extent applicable law, if any, provides ProudCity 0 415.745.1482 40 infoPproudcity.com 0 proudcity.com * ProudCity otherwise, this Agreement, any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; ProudCity may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. Signature Customer: City of San Rafael Name: Jim Schutz Title: City Manager Signature: Jim Schutz ProudCity 0 415.745.1482 0 infoPP1-Oudcitv.co1-n 0 oroudcity.com * ProudCity Date: Jun 16, 2020 ProudCity: Name: Kevin Herman Title: coo Signature: /i�� Date: June 16, 2020 ProudCity 0 415.745.1482 * info(ccoproucicity.com 0 proudcity.com Proudly Serving San Rafael, CA * ProudCity * ProudCity Contents Contents GovTech 100 Proudly serving government San Rafael, CA Proud Our guarantee Quotation Cost Add-ons ProudCity Subsites Search Plus Search+Docs ProudCity Meetings Notifications Renewals/cancellations San Rafael, CA Digital Government Services -1 1 2 3 4 4 5 5 6 6 6 6 7 7 8 * ProudCity GovTech 100 "The future is here, and it is a lot simpler." - Government Technology CC-4^6N mm GVTECH \W.o 10 COMPANY 2020 Company 2019 2017 x070 Company San Rafael, CA Digital Government Services - 2 ProudCity "This project has empowered everyone who has worked on it to think bigger about providing great digital services to San Rafael." -San Rafael, Calif f SAN RAFAL.-�'�� i ... THE CITY OF THE CITY WITH A MISSION *j��KS0N M I S S I S S I P P I 4AtfirAM-,Z,I�'.� • o LVDEPI Cf(]] •{`JEIFQR'S �aR o. t.� w s DNso PTY San Rafael, CA Digital Government Services - 3 p� ProudCity Welcome to the future of San Rafael, CA digital government: ✓ Always -improving, user -focused web/mobile experiences ✓ Open, integrated, accessible, secure, modern technologies ✓ Continuous education, training and empowerment ✓ Collaborative, trusted vendor partnership Ours, guan-3 tree ProudCity guarantees a new type of vendor partnership that governments need to continuously best serve their communities. We will always: ✓ Embrace a relationship of honesty and humility ✓ Adhere to the highest digital government standards ✓ Maintain high web accessibility, mobility and security best practices ✓ Default to open culture and technologies ✓ Provide recurring, universal software and platform updates We're ready to join you and proudly serve San Rafael, CA. 92 Team ProudCity San Rafael, CA Digital Government Services - 4 (#-� ProudCity Quotation Cost ProudCity Standard Plan • ProudCity Web • ProudCity Service Center • ProudCity Forms • ProudCity Payments • ProudCity Care • ProudCity Safe Subsites • https://employees.cityofsanrafael.org/ • https://www.livelifelocally.org/ (Eight months) Search+Docs ProudCity Meetings with Search+Docs I ntegration ProudCity Notifications $0.01 per resident/month (58,994 pop.) $0.002 per resident/month/ subsite $1,415.86 per year per subsite $7,078.28 $2,359.77 $300 per month 1 $3,600 Enterprise Tier $10,000 $200 per month $2,400 San Rafael, CA Digital Government Services - 5 * ProudCity Add-ons ProudCity Subsites ProudCity Subsites lets San Rafael, CA extend the ProudCity Platform to smaller websites, including: ✓ Separate, standalone website(s) ✓ Same platform/process ✓ Discounted subscription ✓ Administrative permissions Cost: • $.002 per resident per month Search Plus ProudCity Search Plus is a premium upgrade search that includes: ✓ Multi -site search, allows for users to search content from all of your ProudCity websites ✓ Granicus integration Cost: • $50 per month subscription Search+Docs ProudCity Search+Docs is an add-on feature to ProudCity Search Plus: ✓ Search content within portable document format (PDF) files ✓ Content indexed, displayed, highlighted in website and documents -specific search results ✓ Filter search results by documents, document categories, pages, departments, answers, posts, jobs ✓ Multi -site document search (department domains / subdomains) San Rafael, CA Digital Government Services - 6 (�) ProudCity Cost: • $100 per month (up to 200 documents) • $150 per month (up to 600 documents) • $300 per month (up to 1200 documents) • 1,200 or more documents (will fall into enterprise pricing) • $100 per month add-on to increase to 50MB file upload • $100 per month add-on to increase search index to 50MB mull . KY Meetings ProudCity Meetings is a premium upgrade that includes: ✓ Publish meeting agendas/minutes/videos ✓ Customizable meetings pages ✓ Add meetings widget to any page ✓ List upcoming meetings ✓ Categorize/display meetings by type (city council, planning, etc.) ✓ Publish minutes/agendas in text/PDF ✓ Embed YouTube video ✓ Embed SoundCloud audio ✓ Bookmark YouTube video ✓ Display past meetings archive ✓ Search meetings from site search ✓ Share to social media ✓ Get directions via Google Maps ✓ Add events to your personal calendar Cost with Search+Docs Integration: • $10,000 per yea r Notifications ProudCity Notifications is a premium upgrade that includes: ✓ End-user submits email to be automatically subscribed to notifications on a specific page when new content such as news or documents are added San Rafael, CA Digital Government Services - 7 (�) ProudCity ✓ Notifications are emailed automatically ✓ Integrates with Mailchimp, Constant Contact ✓ Add notifications to as many pages as needed Cost: • $200 per month subscription Renewals/u,mceHaVons We offer monthly and annual billing options, both of which are automatically renewed unless services are canceled. ProudCity subscriptions and upgrades can be canceled any time. Signature: Email: jim.schutz@cityofsanrafael.org San Rafael, CA Digital Government Services - 8 ProudCity Terms of Service -San Rafael, CA SIGNED Final Audit Report 2020-06-16 Created: 2020-06-16 By: Christine Foster (christine.foster@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAOb7lSZ2hgKiSk4kBhlmOhL-A3yGcl_7o "ProudCity Terms of Service -San Rafael, CA SIGNED" History Document created by Christine Foster (christine.foster@cityofsanrafael.org) 2020-06-16 - 5:52:18 PM GMT- IP address: 73.162.55.25 Document emailed to Jim Schutz Qim.schutz@cityofsanrafael.org) for signature 2020-06-16 - 5:54:51 PM GMT Email viewed by Jim Schutz Qim.schutz@cityofsanrafael.org) 2020-06-16 - 6:14:44 PM GMT- IP address: 199.88.89.34 Document e -signed by Jim Schutz Qim.schutz@cityofsanrafael.org) Signature Date: 2020-06-16 - 6:38:47 PM GMT - Time Source: server- IP address: 199.88.89.34 Signed document emailed to Christine Foster (christine.foster@cityofsanrafael.org) and Jim Schutz aim.schutz@cityofsanrafael.org) 2020-06-16 - 6:38:47 PM GMT ® Adobe Sign 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: Digital Project Manager: Rebecca Woodbury Extension: 3076 Contractor Name: ProudCity Contractor's Contact: Kevin Herman Contact's Email: kevin@proudcity.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor t IICK here to ❑ enter a elate. b. Email contract (in Word) and attachments to City 6/3/2020 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 6/16/2020 ® LG and return to Project Manager 6/16/2020 ® LG b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 6/16/2020 ® _RW_ contractor 6/16/2020 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature ❑ N/A 5 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 6/16/2020 LG agreement 8 City Attorney Review and approve insurance in PINS, and bonds 6/16/2020 LG (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager