HomeMy WebLinkAboutCC Resolution 13864 (Video Streaming)RESOLUTION NO. 13864
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL TO WAIVE FORMAL BIDDING AND TO AUTHORIZE
THE CITY CLERK TO ENTER INTO A SOLE -SOURCE
AGREEMENT WITH GRANICUS, INC., FOR A STREAMING
MEDIA SOLUTION AND RELATED SERVICES.
WHEREAS, the City desires to continue its use of a streaming media solution to
broadcast public meetings over the Internet and to make meeting agendas, archived videos, and
meeting minutes available on its website; and
WHEREAS, the City has been using a cloud -based software solution from Granicus,
Inc., for this purpose since March 2011; and
WHEREAS, the City and the Marin Telecommunications Agency have identified
Ganicus, Inc., as their preferred vendor and a recognized leader in providing streaming media
solutions to the public sector; and
WHEREAS, the City wishes to enter into an agreement with Granicus, Inc., for
continued services as well as additional functionality to manage Boards and Commissions
appointments; and
WHEREAS, the City Council finds that other valid reasons exist to waive competitive
bidding pursuant to San Rafael Municipal Code Section 2.55.070(D) for the reasons set forth in
the accompanying Staff Report supporting this Resolution.
NOW, THEREFORE, IT IS HEREBY RESOLVED that (l) the Council does hereby
waive the formal bidding procedures outlined in San Rafael Municipal Code Section 2.55.070;
and (2) the Council authorizes the City Clerk to enter into a sole -source agreement with
Granicus, Inc., in a form approved by the City Attorney, for a streaming media solution and
related services for a period not to exceed three and one half years and for a total cost not to
exceed $68,400.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of said City held on Tuesday, the 20th day of January, 2015 by the following vote, to
wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
ESTHER C. BEIRNE, City Clerk
AGREEMENT FOR PROFESSIONAL SERVICES
FOR STREAMING MEDIA SOLUTION
AND RELATED SERVICES
This Agreement is made and entered into this 29 U day of January, 2015, by and between
the CITY OF SAN RAFAEL (hereinafter "CITY"), and GRANICUS, INC., a corporation
authorized to do business in California (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, CONTRACTOR is in the business of developing, licensing, and offering for
sale various streaming media solutions specializing in Internet broadcasting, and related support
services; and
WHEREAS, the CITY desires to (i) purchase the Granicus Solution as set forth in the
Proposals, which are attached as Exhibits A, C, and D, and incorporated herein, (ii) use the Granicus
Solution subject to the terms and conditions set forth in this Agreement, and (iii) contract with
CONTRACTOR to administer the Granicus Solution as set forth in the Support Information,
which is attached as Exhibit B, and incorporated herein;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The City's Information Technology (1T) Manager is
hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall
supervise all aspects of the progress and execution of this Agreement.
B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single
PROJECT DIRECTOR to have overall responsibility for the progress and execution of this
Agreement for CONTRACTOR. Ahmad Abderrahim is hereby designated as the PROJECT
DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the
execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the
CONTRACTOR shall notify the CITY within ten (I0) business days of the substitution.
2. DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as described in Exhibits
A, B, C, and D.
Rev. Date: I1'3W H
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and assist CONTRACTOR
in completing the Implemention Plan outlined in Exhibit D.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall
pay CONTRACTOR as follows:
A. Fees totaling $1,100 per month for ongoing services related to the original Granicus
Solution in use at the CITY as described in the Proposal at Appendix A, with no additional up -front
costs due as part of this Agreement.
B. Fees totaling $280 per month for ongoing services related to additional meeting
bodies for the Meeting Efficiency Suite as described in the Proposal at Appendix C, with no
additional up -front costs due as part of this Agreement.
C. Fees totaling $450 per month for services related to the Boards and Commissions
functionality as described in the Proposal at Appendix D, billing for these services to commence on
July 1, 2015.
D. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall be for 17 months commencing on February 1, 2015 and
ending on June 30, 2016. Upon mutual agreement of the parties, and subject to the approval of
CITY's City Manager the term of this Agreement may be extended for an additional period of 2
year(s).
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon
thirty (30) days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days
written notice mailed or personally delivered to the other party, and the notified party's failure to
cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such
notice, within such fifteen (15) day time period.
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. Rights Upon Termination. Upon any expiration or termination of this Agreement, and
Rev. dale: 1.130114
unless otherwise expressly provided in an exhibit to this Agreement:
(1) CITY's right to access or use the Granicus Solution, including Granicus
Software, terminates and CONTRACTOR has no further obligation to provide any services;
(2) CITY has the right to keep any purchased hardware, provided that CITY
removes and/or uninstalls any Granicus Software on such hardware. However, if CITY has
received hardware as part of a Granicus Open Platform Suite solution ("Open Platform
Hardware"), CITY understands that upon termination of this Agreement, CITY shall
immediately return the Open Platform Hardware to CONTRACTOR. The Open Platform
Hardware must be returned within Fifteen (15) days of termination, and must be in substantially
the same condition as when originally shipped, subject only to normal wear and tear; and
(3) CITY shall immediately return the Granicus Software and all copies thereof to
CONTRACTOR, and within thirty (30) days of termination, CITY shall deliver a written
certification to CONTRACTOR certifying that it no longer has custody of any copies of the
Granicus Software.
E. Obligations Upon Termination. Upon any termination of this Agreement:
(1) The parties shall remain responsible for any payments that have become due and
owing up to the effective date of termination;
(2) The provisions of certain sections of the agreement, and applicable provisions of
the Exhibits intended to survive, shall survive termination of this Agreement and continue in full
force and effect;
(3) Pursuant to the Termination or Expiration Options Regarding Content,
CONTRACTOR shall allow the CITY limited access to the CITY's Content, including, but not
limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The
CITY shall also have the option to order hard copies of the Content in the form of compact discs
or other equivalent format; and
(4) CONTRACTOR has the right to delete Content within sixty (50) days of the
expiration or termination of this Agreement.
F. Return of Documents. The written documents and materials prepared by the
CONTRACTOR in connection with the performance of its duties under this Agreement, shall be
the sole property of CITY. CITY may use said property for any purpose, including projects not
contemplated by this Agreement. Upon termination, any and all CITY documents or materials
provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
7. OWNERSHIP AND USE OF SOFTWARE.
A. Use of Software. CONTRACTOR agrees to provide CITY with a revocable, non-
transferable and non-exclusive account to access the Granicus Software listed in the Proposal and a
revocable, non-sublicensable, non -transferable and non-exclusive right to use the Granicus
Software. All Granicus Software is proprietary to CONTRACTOR and protected by intellectual
Rev. date: 1130?14
property laws and international intellectual property treaties. Pursuant to this Agreement, CITY
may use the Granicus Software to perforin its own work and work of its customers/constituents.
Termination of this Agreement upon the expiration of the term or otherwise will also result in the
immediate termination of the CITY's Software license as described in this section.
B. Limitations on Use of Software. Except for the license granted by this Agreement,
CONTRACTOR retains all ownership and proprietary rights in and to the Granicus Software, and
CITY is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus
Software in the capacity of a service bureau or on a time share basis; (b) reverse engineer,
decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide,
disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or
(d) share, loan, or otherwise allow another Meeting Body, in or outside its jurisdiction, to use the
Granicus Software, or copies thereof, except as expressly outlined in the Proposal.
INSPECTION AND AUDIT.
Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for
inspection and audit, all documents and materials maintained by CONTRACTOR in connection
with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate
with CITY or its agent in any such audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
performance of any of their respective obligations hereunder, without the prior written consent of
the other party, and any attempt to so assign this Agreement or any rights, duties or obligations
arising hereunder shall be void and of no effect.
10. INSURANCE.
A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall
maintain, at no expense to CITY, 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 (owned, 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 two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to
cover any claims arising out of the CONTRACTOR's performance of services under this
Agreement. Where CONTRACTOR is a professional not required to have a professional license,
CITY reserves the right to require CONTRACTOR to provide professional liability insurance
Rev, dale: 1130114
pursuant to this section.
(4) If it employs any person, CONTRACTOR shall maintain worker's
compensation and employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY
against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S
worker's compensation insurance shall be specifically endorsed to waive any right of subrogation
against CITY.
B. Other Insurance Requirements. The insurance coverage required of the
CONTRACTOR in subparagraph A of this section above shall also meet the following
requirements:
(1) Except for professional liability insurance, the insurance policies shall be
specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as
additionally named insureds under the policies.
(2) The additional insured coverage under CONTRACTOR'S insurance
policies shall be primary with respect to any insurance or coverage maintained by CITY and shall
not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and
noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form
CG20 01 04 13.
(3) Except for professional liability insurance, the insurance policies shall
include, in their text or by endorsement, coverage for contractual liability and personal injury.
(4) The insurance policies shall be specifically endorsed to provide that the
insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said
insurance policies except upon ten (10) days written notice to the PROJECT MANAGER.
(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
five years.
(6) The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
(7) The limits of insurance required in this Agreement 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 CITY (if agreed to in a written contract or agreement)
before CITY'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 Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements
Rev. date: 130114 5
and/or limits shall be available to CITY or any other additional insured party. Furthermore, the
requirements for coverage and limits shall be. (1) the minimum coverage and limits specified in this
Agreement; 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
CONTRACTOR's insurance policies must be declared to and approved by the PROJECT
MANAGER and 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 CITY or other additional insured party. At CITY's option,
the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to
CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and
related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT
MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance
evidencing the insurance coverage required in this Agreement; (2) a copy of the policy
declaration page and/or endorsement page listing all policy endorsements for the commercial
general liability policy, and (3) excerpts of policy laneuaee or saecific endorsements
evidencine the other insurance requirements set forth in this Aereement. CITY reserves the
right to obtain a full certified copy of any insurance policy and endorsements from
CONTRACTOR. 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 the City Attorney.
11. INDEMNIFICATION.
To the extent permitted by law, CONTRACTOR shall defend, indemnify and hold
harmless the CITY from and against all patent, copyright, and trade secret damages and liability
arising out of Granicus's performance of this Agreement. CONTRACTOR shall not be
responsible for any damages or liability to the extent caused by the negligence or willful
misconduct of the CITY or any of its employees, agents, or representatives acting in an official
capacity. In the event of any court action or proceeding arising out of CONTRACTOR's
performance of this Agreement, CONTRACTOR shall defend CITY, its officials, employees,
and agents, at its own expense, the action or proceeding. The CITY shall promptly notify
CONTRACTOR of the filing of any such action and cooperate with CONTRACTOR in the
defense thereof.
The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
12. NONDISCRIMINATION.
CONTRACTOR 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
Rev. date: P30.1I4 6
performance of its duties and obligations under this Agreement.
IIR�061u1911VUOIIN011:"., 44ll�qI
CONTRACTOR 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
Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify
and hold harmless CITY, 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.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
15. NOTICES.
All notices and other communications required or permitted to be given under this
Agreement, including any notice of change of address, shall be in writing and given by personal
delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the
parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or
if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as
follows:
TO CITY's Project Manager:
TO CONTRACTOR's Project Director:
101►117:19:32107:3211[161I;T:[41110)gl
Attn: Gus Bush, IT Manager
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Ahmad Abderrahim
Granicus, Inc.
600 Harrison Street, Suite 120
San Francisco, CA 94107
For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees
of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of
CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not
Rev, date: 1130114
that of an employee of CITY.
17. WARRANTY DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED HEREIN,
CONTRACTOR'S SERVICES, SOFTWARE AND DELIVERABLES ARE PROVIDED
"AS IS" AND CONTRACTOR EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR
IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT OF THIRD PARTY
RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR DOES NOT
WARRANT THAT ACCESS TO OR USE OF ITS SOFTWARE OR SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION,
CONTRACTOR'S SOLE OBLIGATION SHALL BE TO USE COMMERCIALLY
REASONABLE EFFORTS TO RESTORE ACCESS.
18. ENTIRE AGREEMENT — AMENDMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONTRACTOR and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONTRACTOR and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
terms and conditions of the attached exhibits or the documents expressly incorporated by reference,
the terms and conditions of this Agreement shall control.
19. SET-OFF AGAINST DEBTS.
CONTRACTOR agrees that CITY may deduct from any payment due to
CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under
any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments,
unpaid checks or other amounts.
20. WAIVERS,
The waiver by either party of any breach or violation of any term, covenant or condition of
this Agreement, 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
Rev. dale: 1130114
subsequent acceptance by either party of any fee, performance, or other consideration which may
become due or owing under this Agreement, 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 Agreement or any
applicable law, ordinance or regulation.
21. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms and conditions of this
Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs
(including claims administration) and attorney's fees expended in connection with such action.
22. CITY BUSINESS LICENSE / OTHER TAXES.
CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY
business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and
all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any
work performed under this Agreement, until CONTRACTOR has provided CITY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
1911"81-11ci"1 051 i 0 DI
NANCY.. ....... .. t-41
C E City Manager
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F ERE]'C.ity...... ome...,
Y
Rcv, dale: 1130+14
CONTRACTOR
Name:
Song �,e r
Title:C
a,granicus. proposal
gje
Granicus Proposal to the city of San Rafael
12-15-2010
Gus Bush, R Manager
Esther Beirne, City Clerk
Dear Gus and Esther,
Thank you for considering Granicus. It has been a pleasure to learn about the unique needs of City of San
Rafael. We look forward to establishing a rewarding, long-term relationship with you.
On the following few pages, you will find a breakdown of our proposed solution, some of our key
differentiators, detailed pricing, and a checklist that outlines our next steps. We recognize and agree that
the City of San Rafael may from time to time employ this solution In support of other agencies that are part
of the Marin Telecommunications Agency cooperative, after pre -coordination with Granicus through a
separate Service Agreement or other acceptable method.
Over 700 jurisdictions have selected Granicus as a partner to help them build trust with citizens, reduce staff
time spent on processing meetings, and engage citizens In new ways. We hope that you enjoy being part of
the Granicus client family.
If l or any other member of the Granicus team can be of further assistance, please contact me at 206-859-
0525.
Most Sincerely,
Kelly Barlow
Software Sales Executive
Granicus, Inc.
Exhibit A
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Proposed Solution
Proposat
Granicus® Open Platform
The Granicus® Open Platform allows you to stream an unlimited number of meetings and events
online. Publish all your content online with indefinite retention schedules. Rely on the Open
Platform's Unified Encoder to give you unlimited bandwidth, storage, and intelligent routing. You
can also access a library of community content and start publishing videos immediately. Finally,
Leverage an open architecture and connect in-house or third -party solutions to Granicus.
• Stream unlimited meeting bodies and events
• indefinite retention schedules
• intelligent media routing
• Open architecture and SDK
• Community content library
Government Transparency Suite
The Government Transparency Suite gives your citizens access to public meetings and records
online. Take the next step towards greater transparency and link related documents to your
video, offer your full agenda packet, and provide keyword searching of archives. Reach a broader
audience through downloadable formats (MP3, MP4) compatible with mobile devices. Granicus'
reporting tools give you a detailed analysis of visitor statistics to help you better understand
viewership trends.
• Publish agenda packets with video
• Link relevant materials
• Index videos live
• Offer downloadable formats (MP3 Et MP4)
• Custom player and view page
Meeting Efficiency Suite
The Meeting Efficiency Suite is an automated solution that combines minutes with a meeting's
recording. Capture and publish minutes, saving staff time and cutting administrative costs.
Record roll -cal{, agenda items, speakers, motions, votes, and notes through a simple interface.
After the meeting, finalize minutes quickly and easily in Microsoft Word'.
• Meeting preparation tools
• Live minutes automation
• Quick notes and text expansion
• Minutes editing and publishing
• Generate Linked Minutes
Page 2
www.oranicus.com 9 568 Howard Street, Suite 300, San Francisco, CA 94105 9 (415) 357.3618
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Open Platform, Base Suite $0.00 $390.00
Government Transparency Suite $3,260.25 $450.00 a
Meeting Efficiency Suite $2,511.00 $260.00
iI
Shipping $1.25.00 $0.00
Total $5,896.25 $1,100.00
*promotion Free Managed Services Until July 1", 2011
*** Thispromotion does not alter or deloy the date on which your upfront payments will be due as defined in the
Granlcus service Agreement. Offer valid until 12/31/2010. Free services are active upon receipt of a signed purchase
order or contract agreement. As part of this promotion, the Client will receive Monthly Managed Services at no cost to
Client until July 1, 2011. The billing for Monthly Managed Services occurring after July I, 2011 will begin on lune 15,
2011. Up front casts are not affected by this promotion.***
• All suites require the Granicus Open Platform
• Ail Suites include hardware and software
• Sales tax may apply depending on your organization's tax status and the tax laws unique to
your state, county and/or municipality.
• This proposal expires on 12-31.2010
Page 3
www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357-3618
agranicus.
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Proposal
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Granicus Differentiators
• World's most experienced provider of government transparency, citizen participation,
meeting efficiency, legislative management, and training management solutions with:
o Over 700 clients in all 50 states, at every level of government
o Over 24,000,000 webcasts viewed
o More than 190,000 govemment meetings online
• Open API architecture and SDK allow for seamless integrations with systems already in
place
• Certified Integrations provide flexibility and choice of best -of -breed solutions
• Only government webcasting service to provide encoding, minutes annotation,
transcription, and closed captioning services
• Truly unlimited storage and distribution for all meeting bodies and non -meeting content
• Indefinite retention schedules for all archived meeting and non -meeting content
• Only provider of both government webcasting and Citizen Participation services
• Only provider of both government webcasting and Training Management services
• Access a Library of peer -created government media content from over 700 Granicus users
• 97% customer satisfaction rating, 99% client retention rating
• Ranked 185 on Deloitte 500 fastest growing companies
• Ranked 419 on Inc 500 fastest growing companies
• Client Success stories are available here: htto: //www.eranicus.com/Clients/Case-
5tudies.aspx
Next Steps
• Network Assessment
• Document Assessment
Collaborate on Contract Terms
Page 4
www.granicus.com • 568 Howard Street, Suite 300, San Francisco, CA 94105 • (415) 357-3518
EXMIT B
SUPPORT INFORMATION
1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing
address, general and support -only telephone numbers, and via e-mail or the Internet.
(a) Mailing Address. Mail may be sent to the support staff at Granicus
headquarters, located at 568 Howard Street, Suite 304, San Francisco, California, 94105.
(b) Telenhone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM
Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be
reached at (415) 655-2400 from 8:00 AM to 7:00 PM Pacific time. After hours or in case of a
technical support emergency, the support staff may be reached at (415) 6.55-2414, twenty-fUur
(24) hours a day, seven (7) days a week.
(c) int --met and E-mail Contact Information. The website for Granicus is
- , - - . E-mail may be sent to the support staff at
suovort4 aranir_Us. com.
2. Recoenized Client Renresentatives. Granicus strives to provide unparalleled support to its
Clients by ensuring that Client staff is properly educated and is prepared to maximize its Granicus
Solution. Any Client Representative who wishes to participate and receive Granicus customer advocacy
services shall participate in and complete the training program that is suited for the Granicus Solution.
Once a Client Representative completes the training, that Representative will be recognized in Granicus'
internal system as qualified to receive support and ongoing education services. All Client Representatives
are eligible to receive technical support services, regardless of participation in the training program.
3. Sunvort Policy. When Granicus received notification of an issue from Client, a Granicus account
manager or technical support .engineer will respond directly to the Client via phone or e-mail with (a) an
assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve
the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus
receives the CIient's call or e-mail notifying Granicus of an issue or the documented time that Granicus
notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance
policies, as applicable to its customers and licensees generally, from time to time, upon reasonable notice.
4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as
downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of
the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any
scheduled maintenance. All system maintenance will only be performed during these times, except in the
case of an emergency. In the case that emergency maintenance is required, the Client will be provided as
much advance notice, if any, as possible under the circumstances.
5. Software Enhancements or Modifications. The Client may, from time to time, request that
Granicus incorporate certain features, enhancements or modifications into the Iicensed Granicus
Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and
Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW').
Upon the Client's request for such enhancements/modifications, the Client shall prepare a SOW for the
specific project that shall define in detail the Services to be performed. Each such SOW signed by both
Page 9
parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal
including all costs pertaining to furnishing the Client with the enhancements/modifrcatioas.
5.1 Documentation. After the SOW has been executed by each party, a detailed requirements
and detailed design. document shall be submitted illustrating the complete financial terms that
govern the SOW, proposed project staffing; anticipated project schedule, and other information
relevant to the, project. Such enhancements or modifications shall become part of the licensed
Granicus Software.
5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time -
and -materials" basis unless otherwise stated in the SOW. Within ten (10) business days of
Granicus' completion of the milestones specified in the SOW * and delivery of the applicable
enhancement/modification to Client, Client will provide Granicus with written notice of its
acceptance or rejection of the enhancement/modification, based on the acceptance criteria set
forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it
substantially complies with the acceptance criteria
5.3 Title to Modifications. All such modifications or enhancements shall be the sole property
of the Granicus.
6. Limitation of. Liability: Exclusive Remedv. IN THE EVENT OF ANY INTERRUPTION,
GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR
GRANICUS TO USE CONI IERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS
SOON AS REASONABLY POSSIBLE.
(End of Support Information]
Page
10
I
raInicus,
.udl°"N" �i"��W i���, w .N., �„.��Yu'�• '• ��w�nur�id��^i4`uwY�."'8rpiA
IG
3/10/2011
Dear Gus,
We look forward to continuing our rewarding, long-term relationship with you and the City of San
Rafael.
On the following page, you will find a breakdown of the pricing for adding your Community
Development meeting bodies to your Meeting Efficiency Solution.
Over 700 jurisdictions have selected Granicus as a partner to help them build trust with citizens,
reduce staff time spent on processing meetings, and engage citizens in new ways.
If I or any other member of the Granicus team can be of further assistance, please contact me at 206-859-
0525.
Most Sincerely,
Kelly Barlow
Software Sales Executive
Granicus, Inc.
Exhibit C
Granicus Solution for City of San Rafael, CA
10-21-2014
Dear Esther Beirne,
Thank you for giving me the opportunity to learn about your goals and challenges around
boards and commissions. I think you're in a very good position to make some real positive
changes in your community. I'm excited to keep the momentum going, so I've written this
letter to help us keep track of everything we've been talking about to make sure we deliver
the best results possible for your citizen appointment needs.
I want to be very clear that this letter is your vehicle for the project, This is a collaborative
document to make sure we lay out a plan together. That way, all of your expectations are
clearly defined and there's a road map of how we can offer the best possible solution not
just for you, but for all of San Rafael.
Primary Challenges
Thank you for sharing a bit about your appointment and application process. In discussions
with our clients, we have found managing Boards and Commissions to be an onerous task.
Below is a list of issues we've discovered in our conversations.
• Irregular terms make it difficult to know when there is an upcoming vacancy
■ Roster is maintained in spreadsheets, requiring frequent updates and checks to see
if there are any upcoming vacancies
• Time consuming efforts to create applicant packets: print application -> redact ->
scan -> insert into agenda
• Manual paper based process
Solutions
We have discussed some specific ways to address the challenges the City of San Rafael is
facing. Below is a list that 1 believe represents the best possible solutions.
• Always know when there is an upcoming vacancy
• The applicant filters make it easy to hone in on applicants with the qualifications
you are looking for (rather than sifting through paper files)
Exhibit D
• One place to store and track all Boards and Commissions vacancies, applications,
terms, certifications, and members.
• Automatically updated Citizen facing webpage (including applications, vacancies,
term expirations, and members).
• The Granicus Boards and Commissions solution allows for a completely paperless
and transparent process: Applications are submitted online, information is
disseminated across the organization quickly via exports and automatically
generated emails, and all appointment functions can be done in the cloud.
Value of Success
Based on our discussion, these are some of the points I felt are important to you and the
City of San Rafael:
• Time savings! if we cut down on a few hours of your Board and Commissions data
and tracking and application processing work, the solution will pay for itself.
• Accurate and efficient management of the entire Boards and Commissions
appointment process.
• Citizens and Staff being able to get a future look into upcoming vacancies.
2
Plan
I want to make sure this process is as easy as possible for you. To help guide us to the point
of success, I've laid out a list of project milestones to keep in mind as we move forward on
this project.
i�M „a1�I�1311111111,11110111
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yl 11� AIM �I,�lll lu�ulll M lnll� l I IIIM tin Io II11�i1 ll�''
Proposal Review
Technical Solutions Call
Procurement/Contracting Review
Esther Beime, Gus Bush 10-22-2014
Esther Beime, Gus Bush TBJ)
Esther Beime, Gus Bush, TBD
Purchasing Department
Successi
City of San Rafael
TBD
I am looking forward to seeing the City San Rafael meet its goals around efficiency and
boards and commissions. Our deployment team and 1 will work with you every step of the
way to make sure you are successful. But it doesn't end there—our world class Customer
Care team is available around the clock to help you with technical questions and, of course,
you have me as your Account Manager for help with all things Granicus.
Most Sincerely,
Will Dixon
Account Manager
415-483-7078
Granicus, Inc
3
Solution Pricing
Your Granicus solution was based on City of San Rafael's specific government transparency
and efficiency needs. Our pricing reflects our commitment to supply customers with the
highest value and duality software and support. Solution pricing is detailed below.
Boards and Commissions
Client Discount
1 $50.00
Total
Proposal Expires 11/15/2014
$450.00 *no charge until July 1, 2015
Terms
M ^IIIIh dtlll X^tl ',Y on l'IkY'110 � I Np I�IN,":'.N 4 ^ rN,',,„ul'kllh,” °�nQ"d:Xll XI"� h'DP"4PiI :I,Ij,°^'j NMI 11 "y
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GRANICUS, INC.
By:
Name:
Its:
Address:
600 Harrison St, Suite 120
San Francisco, CA 44107
City of San Rafael
By:
Name:
Its:
5
Implementation Plant
A Granicus Boards & Commissions implementation consists of three phases. The tasks in the first
phase rely heavily on the collection and delivery of various data from the customer. In the second
phase, the ownership of tasks shifts to Granicus, as this is the stage where the data provided by
the customer is used to install and configure the actual Boards & Commissions application. The
third and final phase consists of joint collaboration between the customer and Granicus to
validate the various Boards & Commissions configurations, and to introduce the available training
and customer care resources.
Week 0 Client gathers and sends Initial
riles
Week 1 Deploy Boards and
Commissions application
Week 9 Application setup
Board Custom Details to track
Users (Name, Emails)
Internal Tracking details for
applicants
Member Roster in Excel
Current Applicants in Excel
Installation of Boards and
Commissions App on client's
Granicus Platform.
Create Application
Add Custom Board Details
Add Custom Internal Tracking
Set up Initial 'widgets'
Week t Email main client contact with Client main contacts have
Initial setup complete access to the application
Week. 1 Import data If client provided boards, board
rosters and citizen applicants,
import data into system
Client
Granicus
Project
Manager
Granicus
Designer
Granicus
Project
Manager
Granicus Data
Manager
TBD
TBD
TBD
TBD
TBD
......... T13
Granicus
Week 7 ^ Boards and Commissions Users ' Email users with training �...............I I, TBD
Training & Introduction program and links to the Project
application Manager
................. ......... ...... ......... ......... ..... .........
Week 2 Validation Call Group call with main B&C users, Granicus TBD
Webmaster and IT for application Project
review & checkoff Manager
G
s .� u 4 i I V I � V N' i I i i � � i Y l r;^ ; .f�, 8 d i I 'e,'I'J •..° '� � r: �, =^� � 1is
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ACC) CERTIFICATE OF LIABILITY INSURANCE I /2fi/20 5'�'
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION 15 WAIVED, subject to
the terms and condltlons of the policy, certain policies may require an endorsement. A Statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s).
PRODUCER CONTACT Vanessa Weidauer / Barbara Hernandez
NAME:
Anixter & Oser, Inc. PHONE
a NPFAX
-3912ttORerr• (415) -1AIC.Not:(415)e98
License OE28888 ADESS:vanessa6properlyinsured.com
205 San Marin Drive I INSURERIS) AFFORDING COVERAGE NAIC a
Novato CA 94945-1227 INsuReRA.Travelers Prop Cas Ins Co 36161
INSURED INSURERs.Traveler8 Ind Co of CT 25682
Granicus, Inc. IINSURSRC:Evanstan Insurance Company
600 Harrison St. #1120 1INSURER 0:
INSURER E : I
San Francisco CA 94107 IINSURERF:
COVERAGES CERTIFICATE NUMBER:CI-51510613 REVISION NUMBER:
THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
MSR AODL SUER POUCY EFF POLMY EXP
LTR TYPE OF INSURANCE IN4R WVn POLICY NUMBER +MMIDDIYYYYI IMMIDDIYYYYILIMITS
GENERALUA9IUTY EACH OCCURRENCE S 1,000,0001
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of San Rafael ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Gus Bush, IT Manager
1400 Fifth Avenue AUTHOR1zEAREPRESFI4TAT)VE
P.O. Box 151560
San Rafael, CA 94915-1560
V I Weidauer/NESSA �!
ACORD 25 (2010105) O 1968-2010 ACORD CORPORATION. All rights reserved.
INSn25onirlrYsi m Tho A(InO l nnma wnrl lnnn aro raniciprorl morire of Aftnpn
X COMMERCIAL GENERAL LIABILITY
UASAAGb rU R6NIkU
Pitt
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300, ooa
A
_
CLAIMS-MAOE � OCCUR X
ZLP12N45052 1/1/2415 1/1/2016
MEDEXP (Any one person)
S
10,0001
1 PERSONAL& ADV INJURY
5
1, 000, 0001
1 GENERAL AGGREGATE
S
2, 000, 0001
—
GEN.L AGGREGATE LIMIT APPLIES PER:
1 PRODUCTS-COMPIOP AGG
S
2,000,0001
n I
S
1
X1 POLICY PF 0 LOC
AUTOMOMI Z LIABILITY
COMBINED SINGLE LIMIT
Irma acddern)
S
1, 000, 0001
i
ANY AUTO
1 BODILY INJURY (Per person)
S
$
ALL OWNED SCHEDULED
BA3402P458 1/1/2015 1/1/2016
1 BODILYINJURY (Per accidenl)
S
— AUTOS AUTOS
X X NON -OWNED
PROPERTY DAMAGE
I
S
HIRED AUTOS AUTOS
(Par amdenrl
I
S
X UMBRELLA UAB X OCCUR
1 EACH OCCURRENCF
S
4, 0 0 0, 0 0 0
A
EXCESSLIAB CLAIMS -MADE
1 AGGREGATE
$
4, 000, 0001
DEO I X I RETENTIONS C
ZUP122?45304 1/1/2015 1/1/2416
S
A
WORKERS COMPENSATIONX
WG S
I IOFB
AND EMPLOYERS' LIABILITY Y 1 N
IMI75
ANY PROPRiETORrPARTNERrEXECUTSVE
E.L. EACH AGCIOENT
S
1,000,0001
OFFICERIMEMBER EXCLUOED7 � NIA
(Mandatory In NH►
USS133PS70 7,/1/2015 1/1/2016
E.L. DISEASE - EA EMPLOYEE S
11000,000
I[ yea, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
S
1, 00 0 , 00 01
C
Errors & Omissions - Miee
IT807390 1/1/2015 1/1/2016
EarhClaim
$2,000,000
Professional Liability
Retro Date 12/13/2009
1Aggregate
$2,000,000
DESCRIPTION OF OPERATION SI LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
Certificate
holder is named as additional insured per form CGD417 attached.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of San Rafael ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Gus Bush, IT Manager
1400 Fifth Avenue AUTHOR1zEAREPRESFI4TAT)VE
P.O. Box 151560
San Rafael, CA 94915-1560
V I Weidauer/NESSA �!
ACORD 25 (2010105) O 1968-2010 ACORD CORPORATION. All rights reserved.
INSn25onirlrYsi m Tho A(InO l nnma wnrl lnnn aro raniciprorl morire of Aftnpn
Granicus, Inc.
ZLP12N45052
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
TECHNOLOGY XTEND ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any
Injury. damage or medical expenses described In any of the provisions of this endorsement may be excluded or
limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and Is not covered.
A.
Reasonable Force Property Damage — Ex-
ception To Expected Or Intended Injury Ex-
clusion
B.
Non -Owned Watercraft Less Than 75 Feet
C.
Aircraft Chartered With Pilot
D.
Damage To Premises Rented To You
E.
Increased Supplementary Payments
F.
Who Is An Insured — Employees And Volun-
teer Workers — First Aid
G.
Who Is An Insured — Employees — Supervi-
sory Positions
H.
Who Is An Insured — Newly Acquired Or
Formed Organizations
I.
Blanket Additional Insured — Owners, Manag-
ers Or Lessors Of Premises
J.
Blanket Additional Insured — Lessors Of
Leased Equipment
PROVISIONS
A. REASONABLE FORCE PROPERTY DAMAGE —
EXCEPTION TO EXPECTED OR INTENDED IN-
JURY EXCLUSION
The following replaces Exclusion a., Expected Or
Intended Injury, In Paragraph 2., of SECTION I --
COVERAGES — COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABILITY:
a. Expected Or Intended Injury Or Damage
"Bodily injury' or "property damage" expected or
Intended from the standpoint of the Insured. This
exclusion does not apply to "bodily Injury" or
"property damage" resulting from the use of rea-
sonable force to protect any person or property.
K. Blanket Additional Insured — Persons Or Or-
ganizations For Your Ongoing Operations As
Required By Written Contract Or Agreement
L. Blanket Additional Insured — Broad Form
Vendors
M. Who Is An Insured — Unnamed Subsidiaries
N. Who Is An Insured — Liability For Conduct Of
Unnamed Partnerships Or Joint Ventures
O. Medical Payments — Increased Limits
P. Contractual Liability — Railroads
0. Knowledge And Notice Of Occurrence Or Of-
fense
R. Unintentional Omission
S. Blanket Waiver Of Subrogation
B. ICON -OWNED WATERCRAFT LESS THAN 75
FEET
The following replaces Paragraph (2) of Exclusion
g., Aircraft, Auto Or Watercraft, In Paragraph 2.
of SECTION I — COVERAGES — COVERAGE A
BODILY INJURY AND PROPERTY DAMAGE
LIABILITY:
(2) A watercraft you do not own that Is:
(a) Less than 75 feet long; and
(b) Not being used to carry any person or
property for a charge.
C. AIRCRAFT CHARTERED WITH PILOT
The following is added to Exclusion g., Aircraft,
Auto Or Watercraft, In Paragraph 2. of SECTION
CG D417 0112 ® 2012 The Travelers Indemnity Company. All rights reserved. Page 1 of 6
Includes copyrighted material of Insurance Services Office, Inc. with its permission,
COMMERCIAL GENERAL LIABILITY
1 — COVERAGES — COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABILITY:
This exclusion does not apply to an aircraft that
is:
(a) Chartered with a pilot to any insured;
(b) Not owned by any insured; and
(c) Not being used to carry any person or prop-
erty for a charge.
D. DAMAGE TO PREMISES RENTED TO YOU
1. The first paragraph of the exceptions in Ex-
clusion J., Damage To Property, in Para-
graph 2. of SECTION I — COVERAGES —
COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY is deleted_
2. The following replaces the last paragraph of
Paragraph 2., Exclusions, of SECTION I —
COVERAGES — COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABIL-
ITY:
Exclusions c., g. and h., and Paragraphs (1),
(3) and (4) of Exclusion J., do not apply to
"premises damage". Exclusion f.(1)(a) does
not apply to "premises damage" caused by
fire unless Exclusion f. of Section I — Cover-
age A — Bodily Injury And Property Damage
Liability is replaced by another endorsement
to this Coverage Part that has Exclusion - Ali
Pollution Injury Or Damage or Total Pollution
Exclusion In its title. A separate limit of insur-
ance applies to "premises damage" as de-
scribed in Paragraph 6, of Section III — Limits
Of Insurance.
3. The following replaces Paragraph 6. of SEC-
TION III — LIMITS OF INSURANCE:
6. Subject to 6. above, the Damage To
Premises Rented To You Limit Is the
most we will pay under Coverage A for
damages because of "premises damage"
to any one premises.
The Damage To Premises Rented To
You Limit will be:
a. The amount shown for the Damage
To Premises Rented To You Limit on
the Declarations of this Coverage
Part; or
b. $300,000 If no amount is shown for
the Damage To Premises Rented To
You Limit on the Declarations of this
Coverage Part,
4. The following replaces Paragraph a. of the
definition of "insured contract" In the DEFINI-
TIONS Section:
a. A contract for a lease of premises. How-
ever, that portion of the contract for a
lease of premises that Indemnifies any
person or organization for "premises
damage" is not an "insured contract'
S. The following is added to the DEFINITIONS
Section:
"Premises damage" means "property dam-
age" to:
a. Any premises while rented to you or tem-
porarily occupled by you with permission
of the owner, or
b. The contents of any premises while such
premises is rented to you, If you rent such
premises for a period of seven or fewer
consecutive days.
6. The following replaces Paragraph 4.b.(1)(b)
of SECTION IV -- COMMERCIAL GENERAL
LIABILITY CONDITIONS:
(b) That is insurance for "premises damage":
or
7. Paragraph 4.b.(1)(c) of SECTION IV --
COMMERCIAL GENERAL LIABILITY CON-
DITIONS is deleted.
E. INCREASED SUPPLEMENTARY PAYMENTS
1. The following replaces Paragraph 1.b. of
SUPPLEMENTARY PAYMENTS — COVER-
AGES A AND B of SECTION I — COVER-
AGES:
b. Up to $2,500 for cost of ball bonds re-
quired because of accidents or traffic law
violations arising out of the use of any
vehicle to which the Bodily Injury Liability
Coverage applies. We do not have to fur-
nish these bonds.
2. The following replaces Paragraph 1.d. of
SUPPLEMENTARY PAYMENTS — COVER-
AGES A AND B of SECTION I — COVER-
AGES:
d. All reasonable expenses incurred by the
Insured at our request to assist us in the
investigation or defense of the claim or
"suit", Including actual loss of eamings up
to $500 a day because of time off from
work.
Page 2 of 6 m 2412 The Travelers Indemnity Company. All tights reserved. CG 04 17 0112
InrJudes copyrighted material of Insurance Services Office. Inc- with its permission.
F. WHO IS AN INSURED — EMPLOYEES AND
VOLUNTEER WORKERS — FIRST AID
1. The following is added to the definition of "oc-
currence" in the DEFINITIONS Section:
Unless you are in the business or occupation
of providing professional health care services,
"occurrence" also means an act or omission
committed by any of your "employees" or
"volunteer workers", other than an employed
or volunteer doctor, in providing or failing to
provide first aid or "Good Samaritan services"
to a person.
2. The following Is added to Paragraph 2,a.(1) of
SECTION EI —WHO IS AN INSURED:
Unless you are In the business or occupatlon
of providing professional health care services,
Paragraphs (1 )(a), (b), (c) and (d) above do
not apply to "bodily injury" arising out of pro-
viding or failing to provide first aid or "Good
Samaritan services" by any of your "employ-
ees" or "volunteer workers", other than an
employed or volunteer doctor. Any of your
"employees" or "volunteer workers' providing
or failing to provide first aid or "Good Samari-
tan services" during their work hours for you
will be deemed to be acting within the scope
of their employment by you or performing du-
ties related to the conduct of your business.
3. The following Is added to Paragraph 5. of
SECTION III — LIMITS OF INSURANCE:
For the purposes of determining the applica-
ble Each Occurrence Limit, all related acts or
omisslons committed by any of your "employ-
ees" or "volunteer workers" in providing or
failing to provide first aid or "Good Samaritan
services" to any one person will be deemed to
be one "occurrence".
4. The following is added to the DEFINITIONS
Section:
"Good Samaritan services" means any emer-
gency medical services for which no compen-
sation is demanded or received.
G. WHO IS AN INSURED — EMPLOYEES — SU-
PERVISORY POSITIONS
The following is added to Paragraph 2.a.(1) of
SECTION II — WHO IS AN INSURED:
Paragraphs (1)(a), (b) and (c) above do not apply
to "bodily Injury" or "personal injury" to a co -
"employee" in the course of the co"employee's"
employment by you arising out of work by any of
COMMERCIAL GENERAL LIABILITY
your "employees" who hold a supervisory posi-
tion.
H. WHO IS AN INSURED — NEWLY ACQUIRED
OR FORMED ORGANIZATIONS
The following replaces Paragraph 4. of SECTION
II — WHO IS AN INSURED of the Commercial
General Liability Coverage Form, and Paragraph
3. of SECTION Il — WHO IS AN INSURED of the
Global Companion Commercial General Liability
Coverage Form, to the extent such coverage
forms are part of your policy:
Any organization you newly acquire or form, other
than a partnership or joint venture, of which you
are the sole owner or In whlch you maintain the
majority ownershlp interest, will qualify as a
Named Insured if there Is no other Insurance
which provides similar coverage to that organiza-
tion. However-
a.
owevera. Coverage under this provision Is afforded
only:
(1) Until the 180th day after you acquire or
form the organization or the end of the
policy period, whichever is earlier, if you
do not report such organization In writing
to us within 180 days after you acquire or
form it; or
(2) Until the end of the policy period, when
that date is later than 180 days after you
acquire or form such organization, if you
report such organization In writing to us
within 180 days after you acquire or form
it, and we agree In writing that It will con-
tinue to be a Named Insured until the end
of the policy period;
b. Coverage A does not apply to "bodily Injury"
or "property damage" that occurred before
you acquired or formed the organization; and
c. Coverage B does not apply to "personal In-
jury" or "advertising injury' arising out of an
offense committed before you acquired or
formed the organization.
I. BLANKET ADDITIONAL INSURED — OWNERS,
MANAGERS OR LESSORS OF PREMISES
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that Is a premises
owner, manager or lessor is an Insured, but only
with respect to liability arising out of the owner-
ship, maintenance or use of that part of any prem-
ises teased to you.
The Insurance provided to such premises owner,
manager or lessor does not apply to:
CG D4 17 41 12 0 2012 The Travelers Indemnily Company, All fights reserved. Page 3 of 6
Includes copyrighted malarial of Insurance Services Office, Inc. with its permission,
COMMERCIAL GENERAL LIABILITY
a. Any "bodily injury" or "property damage"
caused by an "occurrence" that takes place,
or "personal Injury" or "advertising injury"
caused by an offense that is committed, after
you cease to be a tenant in that premises; or
b. Structural alterations, new construction or
demolition operations performed by or on be-
half of such premises owner, manager or les-
sor.
J. BLANKET ADDITIONAL INSURED — LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION 11 — WHO IS
AN INSURED:
Any person or organization that is an equipment
lessor is an insured, but only with respect to I€abil-
ity for "bodily Injury", "property damage", "per-
sonal Injury" or "advertising injury" caused, In
whole or In part, by your acts or omissions In the
maintenance, operation or use by you of equip-
ment leased to you by such equipment lessor.
The insurance provided to such equipment lessor
does not apply to any "bodily injury" or "property
damage" caused by an 'occurrence" that takes
place, or "personal injury" or "advertising Injury"
caused by an offense that is committed, after the
+ equipment lease expires.
K; BLANKET ADDITIONAL INSURED -- PERSONS
OR ORGANIZATIONS FOR YOUR ONGOING
OPERATIONS AS REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is not otherwise
an insured under this Coverage Part and that you
have agreed In a written contract or agreement to
include as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for "bodily injury" or "property damage" that:
a. Is caused by an 'occurrence" that takes place
after you have signed and executed that con-
tract or agreement; and
b. Is caused, in whole or in part, by your ads or
omissions in the performance of your ongoing
operations to which that contract or agree-
ment applies or the ads or omissions of any
person or organization performing such op-
erations on your behalf.
The limits of insurance provided to such insured
will be the limits which you agreed to provide In
the written contract or agreement, or the limits
shown In the Declarations, whichever are less.
L BLANKET ADDITIONAL INSURED — BROAD
FORM VENDORS
The following Is added to SECTION [l — WHO IS
AN INSURED:
Any person or organization that is a vendor and
that you have agreed in a written contract or
agreement to include as an additional insured on
this Coverage Part Is an Insured, but only with re-
spect to liability for "bodily injury" or "property
damage" that:
a. Is caused by an "occurrence" that takes place
after you have signed and executed that con-
tract or agreement; and
b. Arises out of "your products" which are dis-
tributed or sold In the regular course of such
vendor's business.
The insurance provided to such vendor is subject
to the following provisions:
a. The limits of insurance provided to such ven-
dor will be the limits which you agreed to pro-
vide in the written contract or agreement, or
the limits shown in the Declarations, which-
ever are less.
b. The insurance provided to such vendor does
not apply to:
(1) Any express warranty not authorized by
you;
(2) Any change In "your products" made by
such vendor,
(3) Repackaging, unless unpacked solely for
the purpose of Inspection, demonstration,
testing, or the substitution of parts under
Instructions from the manufacturer, and
then repackaged In the original container;
(4) Any failure to make such inspections, ad-
justments, tests or servicing as vendors
agree to perform or normally undertake to
perform In the regular course of business,
in connection with the distribution or sale
of "your products";
(5) Demonstration, Installation, servicing or
repair operations, except such operations
performed at such vendor's premises In
connection with the sale of "your prod-
ucts"; or
(6) "Your products" which, after distribution
or sale by you, have been labeled or re-
labeled or used as a container, part or in-
gredient of any other thing or substance
by or on behalf of such vendor.
Page 4 of 6 0 2012 The Travelers Indemnlry Company. All rights reserved. CG D4 17 0112
Inciudes copyrighted material of Insurance Services Office, Inc. with Its permission,
Coverage under this provision does not apply to:
a. Any person or organization from whom you
have acquired "your products", or any ingre-
dient, part or container entering into, accom-
panying or containing such products; or
b. Any vendor for which coverage as an addi-
tional insured specifically is scheduled by en-
dorsement.
M. WHO IS AN INSURED — UNNAMED SUBSIDI-
ARIES
The following is added to SECTION II — WHO IS
AN INSURED:
Any of your subsidiaries, other than a partnership
or Joint venture, that is not shown as a Named In-
sured In the Declarations is a Named Insured if:
a. You maintain an ownership Interest of more
than 50% in such subsidiary on the first day
of the policy period; and
b. Such subsidiary is not an insured under simi-
lar other Insurance.
No such subsidiary Is an Insured for "bodily Injury"
or "property damage" that occurred, or "personal
Injury" or "advertising injury" caused by an of-
fense committed:
a. Before you maintained an ownership Interest
of more than 50% in such subsidiary; or
b. After the date, If any, during the policy period
that you no longer maintain an ownership In-
terest of more than 50% in such subsidiary.
N. WHO IS AN INSURED — LIABILITY FOR COW
DUCT OF UNNAMED PARTNERSHIPS OR
JOINT VENTURES
The following replaces the last paragraph of
SECTION 11— WHO IS AN INSURED:
No person or organization is an Insured with re-
spect to the conduct of any current or past part-
nership or joint venture that Is not shown as a
Named Insured in the Declarations. This para-
graph does not apply to any such partnership or
joint venture that otherwise qualifies as an In-
sured under Section II — Who Is An Insured.
O. MEDICAL PAYMENTS — INCREASED LIMITS
The following replaces Paragraph 7. of SECTION
111— LIMITS OF INSURANCE:
COMMERCIAL GENERAL LIABILITY
(b) The amount shown on the Declarations of
this Coverage Part for Medical Expense
Limit.
P. CONTRACTUAL LIABILITY— RAILROADS
1. The following replaces Paragraph c. of the
definition of "insured contract" in the DEFINI-
TIONS Section:
c. Any easement or license agreement;
2. Paragraph f.(1) of the definition of "insured
contract" In the DEFINITIONS Section Is de-
leted.
4. KNOWLEDGE AND NOTICE OF OCCUR-
RENCE OR OFFENSE
The following is added to Paragraph 2., Duties In
The Event of Occurrence, Offense, Claim or
Suit, of SECTION IV -- COMMERCIAL GEN-
ERAL LIABILITY CONDITIONS:
e. The following provisions apply to Paragraph
a. above, but only for the purposes of the in-
surance provided under this Coverage Part to
you or any insured listed in Paragraph 1. or 2.
of Section II — Who Is An Insured:
(1) Notice to us of such "occurrence" or of-
fense must be given as soon as practica-
ble only after the "occurrence" or offense
is known to you (If you are an individual),
any of your partners or members who is
an individual (if you are a partnership or
Joint venture), any of your managers who
is an Individual (1f you are a limited liability
company), any of your trustees who Is an
individual (if you are a trust), any of your
"executive officers" or directors Of you are
an organization other than a partnership,
joint venture, limited liability company or
trust) or any "employee" authorized by
you to give notice of an "occurrence" or
offense.
(2) If you are a partnership, joint venture, lim-
ited liability company or trust, and none of
your partners, joint venture members,
managers or trustees are Individuals, no-
tice to us of such "occurrence" or offense
must be given as soon as practicable only
after the "occurrence" or offense Is known
by:
7. Subject to 5, above, the Medical Expense (a) Any individual who Is:
Limit Is the most we will pay under Coverage (1) A partner or member of any part -
C for all medical expenses because of "bodily
Injury" sustained by any one person, and will Warship or joint venture;
be the higher of: (Ii) A manager of any limited liability
(a) $10,000; or company;
6G D417 0112 ® 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6
Includes copyrighted malarial of Insurance Services Office. Inc, with Its permission.
COMMERCIAL GENERAL LIABILITY
(IIQ A trustee of any trust; or
(Iv) An executive officer or director of
any other organization;
that Is your partner, joint venture
member, manager or trustee; or
(b) Any "employee" authorized by such
partnership, joint venture, limited li-
ability company, trust or other organi-
zation to give notice of an "occur-
rence" or offense.
(3) Notice to us of such "occurrence" or of-
fense will be deemed to be given as soon
as practicable if it Is given In good faith as
soon as practicable to your workers'
compensation insurer. This applies only If
you subsequently give notice to us of the
"occurrence" or offense as soon as prac-
ticable after any of the persons described
in Paragraphs e. (1) or (2) above discov-
ers that the "occurrence" or offense may
result in sums to which the insurance
provided under this Coverage Part may
apply.
However, if this policy Includes an endorse-
ment that provides limited coverage for "bod-
ily injury" or "property damage" or pollution
costs arising out of a discharge, release or
escape of "pollutants" which contains a re-
quirement that the discharge, release or es-
cape of "pollutants" must be reported to us
within a specific number of days after Its
abrupt commencement, this Paragraph e.
does not affect that requirement.
R. UNINTENTIONAL OMISSION
The following is added to Paragraph 6., Repre-
sentations, of SECTION IV — COMMERCIAL
GENERAL LIABILITY CONDITIONS:
The unintentional omission of, or unintentional er-
ror in, any information provided by you which we
relied upon In issuing this policy will not prejudice
your rights under this Insurance. However, this
provision does not affect our right to collect addi-
tional premium or to exercise our rights of cancel-
lation or nonrenewal in accordance with applica-
ble insurance laws or regulations.
S. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL LI-
ABILITY COND17IONS.
If the insured has agreed In a contract or agree-
ment to waive that insured's right of recovery
against any person or organization, we waive our
right of recovery against such person or organiza-
tion, but only for payments we make because of.
a. "Bodily injury" or "property damage" caused
by an "occurrence" that takes place; or
b. "Personal Injury" or "advertising Injury"
caused by an offense that Is committed;
subsequent to the execution of the contract or
agreement.
9
P"gage 6 of 6 0 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12
Includes copyrighted material of Insurance Services office. Inc. with Its permission.
CITY OF SAN RAFAEL
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL /AGENCY.
SRSA 1 SRCC AGENDA ITEM NO. Z. A.
DATE OF MEETING: January 20, 2015
FROM: Gus Bush, IT Manager
DEPARTMENT: City Clerk
DATE: January 9, 2015
TITLE OF DOCUMENT: RESOLUTION AUTHORIZING CITY CLERK TO ENTER INTO A SOLE -SOURCE
AGREEMENT WITH GRANICUS, INC., FOR A STREAMING MEDIA SOLUTION AND RELATED SERVICES.
Department Head (signature)
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL 1 AGENCY
AGENDA ITEM:
A,
City anagen (signature)
NOT APPROVED
104WITA"..
APPROVED AS TO FORM:
CityAttorney mm ( ign s a to re