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HomeMy WebLinkAboutCC Video Streaming; Granicus, Inc.Agenda Item No: 3.a Meeting Date: January2.0, 2.015 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: City Clerk Prepared by: Gus Bush, IT Manager City Manager Approval), + ►wi( SUBJECT: RESOLUTION AUTHORIZING CITY CLERK TO ENTER INTO A SOLE -SOURCE AGREEMENT WITH GRANICUS, INC., FOR A STREAMING MEDIA SOLUTION AND RELATED SERVICES. RECOMMENDATION: Staff recommends that the City Council adopt a resolution waiving formal bidding procedures and authorize the City Clerk to enter into a new agreement with Granicus, Inc. BACKGROUND: In 2010, the City of San Rafael worked with the Marin Telecommunications Agency to identify a vendor that could deliver a streaming media solution for multiple agencies in Marin County. Granicus was selected as the preferred vendor at that time and the City subsequently executed an agreement to begin implementation of its solution in 2011. The original agreement is due to expire in 2015 and Granicus has proposed a new agreement to continue providing services up to June 2018. ANALYSIS: Granicus is the recognized industry leader of cloud -based streaming media solutions for government agencies by groups such as the City Clerks Association of California and Municipal Information Systems Association of California. Granicus currently provides streaming services to thousands of clients across the country (including New York State, Los Angeles, San Francisco, Sonoma County, Marin County, Novato, Mill Valley, San Anselmo, and others). For the City of San Rafael, they have been providing services since March 2011 without any major issues. Taking this information into account, staff believes that there are "other valid reasons" justifying the City Council's waiver of competitive bidding pursuant to San Rafael Municipal Code section 2.55.070(D) and authorization of a sole -source service agreement with Granicus. The City currently uses Granicus to publish online copies of meeting agendas, staff reports, video archives, and meeting minutes for the City Council, Planning Commission, and Design Review Board. Staff is currently evaluating options for expanding the use of Granicus services to also support online publication of agendas and minutes for other City Boards and Commissions. Granicus has also proposed to add functionality that will allow the City Clerk's office to better manage their process for tracking the recruitment, appointment, and status of members on all of the City's Boards and Commissions. Staff believes the additional functionality will help support the City's goals of transparency and will likely free up staff time in the City Clerk's office to work on other community engagement efforts. See Attachment 2 for the proposed service agreement, FISCAL IMPACT: The current cost to the City for its Granicus solution is $1,380 per month. This includes all of the current functionality for online meeting documents and videos, as well as potential expansion for other meeting bodies. This cost would continue at the current rate until the end of the new FOR CITY CLERK ONLY File No.: 1'f—a- Sf� L3-9--5$ Council Meeting: Disposition: ICG So�-u icdnl l3$b� SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 expiration date of up to June 30, 2018. The implementation of the new functionality to manage Boards and Commissions appointments would require an additional $450 per month to begin in July 2015. The resulting cost for the entire agreement would be $68,400. The City's IT budget (in fund 601) covers the current costs but would need to be increased by $5,400 in FY 2015-16 and subsequent years. OPTIONS: 1. Adopt resolution, as written, and proceed with implementation of new Boards and Commissions functionality. 2. Direct staff to only proceed with the renewal of current Granicus services. 3. Direct staff to not proceed with the renewal of Granicus services at this time. ACTION REQUIRED: Adopt resolution waiving formal bidding procedures and authorize the City Clerk to enter into a new agreement with Granicus. Attachments: 1. Resolution 2. Proposed Service Agreement 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 (1) 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 (IT) 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: 1.,30114 I 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 ending on June 30, 2016. Upon mutual agreement CITY's City Manager the term of this Agreement year(s). 6. TERMINATION. months commencing on February 1, 2015 and of the parties, and subject to the approval of may be extended for an additional period of 2 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. date: 1130114 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: (l) 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: 13W14 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 Image or specific endorsements evidencing the other insurance requirements set forth in this Agreement. 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: 1130.114 6 performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. 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: 16. INDEPENDENT CONTRACTOR. 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: 1!30114 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 l NANCY MAC E, City Manager ATTEST: "6.s4C&fM e, r"'.,c ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. Ef'S�1'El City omey Rcv, dale: 1130+14 CONTRACTOR By: Name: jCt 5Dn Q CLne r Title: C C a,granicus. Proposal eve Granicus Proposal to the city of San Rafael 12-15-2010 Gus Bush, rr 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 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 A ji granicus. gfo 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 It 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 -call, 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.granicus.com . 568 Howard Street, Suite 300, San Francisco, CA 94105 . (415) 357-3618 -� rani�us, rnuni`r I Inc 4,n�" - �Pinei:1 Pricing ProposaE - a e• ! M f_ ! Open Platform, Base Suite $0.00 $390.00 Government Transparency Suite $3,260.25 $450.00 Meeting Efficiency Suite $2,511.00 $260.00 Shipping $125.00 $0.00 i Total $5,896.25 $1_,_1_00._00 *Promotion Free Managed Services Until July i", 2011 *** Thispromotion does not alter or deloy the date on which your upfront payments will be due as defined in the Granicus Service Agreement, offer valid until 12/31/2010. Free services ore 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 untllJuly 1, 2011. The billing for Monthly Managed Services occurring after July 1, 2011 will begin on June IS, 2011. Up front casts are not affected by this promotion.*"; • All suites require the Granicus Open Platform • All 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. gpk Granicus Differentiators Proposal • 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 government 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 Detoitte 500 fastest growing companies • Ranked 419 on Inc 500 fastest growing companies • Client Success stories are available here: http: //www.granicus.com/Clients/Case, Studies.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) 357-3618 EXMIT B SUPPORT INFORMATION 1. Contactlnformation. 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 300, San Francisco, California, 94105. (b) Telephone 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) 655-2414, tvapnty-f L)ur (24) hours a day, seven (7) days a week. (c) Int- trtat and E-mail Contact Information. The website for GranicLIS is _ E-mail may be seat to the support staff at sufivort4 aranicus.cam, 2. Recognized Client Representatives. 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 snpport services, regardless of participation in the training program. 3. Support 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 worldng 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 r Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus Software. Subject to the teams 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/modifications. 5.1 Dogumentation. 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/modificadon 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 Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS' SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] Page 10 Jgranicus. Proposal Granicus Proposat to the City of San Rafaet 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 - ran i,qurs, r tL osal conrIeLL r� rirnP" Meeting Efficiency Suite The Meeting Efficiency Suite is an automated solution that combines minutes with a meeting's recording. Capture and, ., , .-j,ish minutes, savinr.i staff time and cutting admWf trative costs. Record roll -calf, agenda items, speakers, motions, votes, anc notes th:;.,i. gh a sirfiple irterface. After the meeting, finalize minutes quickly and easily irl Micrasoff `-rdoro • M Lting preparation tools • Live minutes autam2°, ; i ■ quick nates and text expansion • Minutes editing and publishing • Generate linked minutes Pricing Additional Meeting Bodies for 2 - Meeting Bodies $1,785.00 $3,570.00 $280.00 Meeting Efficiency Suite Sub -Total $3,570.00 $280.00 Tax $0.00 $0.00 Grans) TaW $3,570.00 $280.00 "'This proposal expires on 6-1-11 included Meeting Bodies • Community Development 2 www.graTilcus.com * 568 Howard 'Street, Sufte 3004 San Frand5r_o, i_A 94105 - fa dSl 357-3618 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. 1 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 taslc. 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 M'JW-CRANICU ,COM • 600 HARMSOMSTREET, SLPITF i2o, SAM FRANCISCO. CA € 4107 r (415) 35 -36Ui • 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. WVkW.GRANICUS.CGM - 5aa HARRISON STREET, 5017F.i2o, SAN FRANCISCO, CA 94707 " (415) 35-7-361h 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. z Proposal Review Esther Beime, Gus Bush 90-22-2014 Technical Solutions Call Esther Beime, Gus Bush TSS] Procurement/Contracting Review Work order received/Project approved Kick off call Go live date Successl Esther Beime, Gus Bush, TBD Purchasing Department Esther Beime, Gus Bush, TBD Purchasing Department T her Beime, Gus Bush, Any other TBD rs of the system Esther Beime, Gus Bush, TBD Any other users of the system 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 v VVW.GRA N1CUS.Cplv9 . 600 HARR4K STRUT, SUITIF 130, SAN rMNCiSCO, CA 94107 a (415) 357- 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 quality software and support. Solution pricing is detailed below. Boards and Commissions 1 1 $500.00 Client Discount 1 $50.00 Total $450.00 "no charge until July 1, 2015 Year one (i[ go live date is no later than December 31, 2014) 1 $2,700.00 Year two 1 $5,400.00 Year three ; $5,400.00 Proposal Expires 11/15/2014 4 W1^M%V.6RANICUS.00M • 600 HARMSON STREET, SUJTE iao, SAN FRANCISCO, CA 94107 ■ (415) 357-36lg Terms % ients who enur inial aii igr°eernem with Grarricus tea purchase, eligible Granicus fire ducts) prior to Noveraiher IS, '301+1,. tio- lif'y for a One-time promotion, Ehl,ihie products uoder this promotion includes Cinveriirnent'I'1 b�nspireFiLT, Met:dug Efficiency, Citi;ten Partiripatitia, Buards - Co minlsslons. ilaegislate + VoteCast, and iU.LgisiaW + Ovic Engagement. As part of this pmmodon, the Client will recvive Monthly Managed icrvicc Fees ('MMS') at no cost to the Client tint!) July 1, 2015, Discounted bs.11ing for Monthly !'damaged Servlces will start after deployment has beencompleted—. The h'IM9 pricing, mill revert to ane lin ndred percenr (100%) of the rego lar prig: after° July 1, 2C1IS. Up -front casts are not affected by this promotion. Calontlily Matiag2d service fees an Client's current services aro riot a'ffecud by this proinotion. This prornotion cannot be used In conjunction with any other discount €rr 1)romoriopi, —Far Covcrnnienr Ti-ansparency, Meeting Efficiency, Citizen Participation, Beards & Commissions, il,egisl.ate + VuteGisG and ii xgial:ite + Civic Caag,,-rg!ment solutiotm depinymeat is complete iete orate the software Ila,-; heeii provNionerl and cupiligLived by Granicts� ha�;ed un tvcbnical scope and warl;,llsai4� definiharrs deter ninO throtij4hoUt the implementation proce3s. Tlie soI`tware is considered deployed once. alt software is installed %vihich occurs prior to cuscom r triining. Proposed sulutinn casts are in iddition to the City's current, niontlhiy managed sea -rice costs, ■ 1e4 tax nhay apply dffIl f1ding 015 }+Our, orgwiLmtinn's Lax stanjs anis tide tax la vs uhirclue tc, Your sUta, Ctltillty ari41/ or municipality GRANICUS, INC. By: Name: Its: Address: 600 Harrison St, Suite 120 San Francisco, CA 44107 City of San Rafael By: Name: Its: ',%'L'e"4V.GRANiCQ5FC0M r Goo HARRISON STREFT, SUITE im, SAN FRANCISCO, CA 94107 . (4r.5) 57-36'8 Implementation Flints 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 Board Custom Details to track I Client TBD riles Users (Name, Emails) ql Internal Tracking details for applicants Member Roster in Excel Current Applicants in Excel Week i Deploy Boards and Installation of Boards and Granicus TBD Commissions application Commissions App on client's Project Granicus Platform. Manager Week 't Application setup , Create Application Granicus TBD Add Custom Board Details Designer Add Custom Internal Tracking Set up Initial 'widgets' Week a Email main client contact with Client main contacts have Granicus TBD Initial setup complete access to the application Project Import data If client provided boards, board Manager Granicus Data Week i TBD rosters and citizen applicants, Manager 1 import data into system Week 7 Boards and Commissions Users I Email users with training Granicus 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 i review & checkoff Manager G Y VWW.CFtAN;CUS,CON1 . 6oci °I{RRISON STREET, SUITE t?u, SAN FRANC [SCO, CA 94ta7 + (415) 357-32; 113 roposed Solution: Boards and Commissions The Boards and Commissions app is designed to help govern ni Lm L ag+:ncles easity nlan2ge government body appoinrtaii-nU5, vacancies, and citizen app] ic.aiiuns online. Now, the public can easily see wha� 1-maj—& a n commissions exist and take the opportunity to apply for open seas quickly frons tisk: wcb. n-aditionally, applying for boards and commissions is a paper -heavy and labor intensive process involvinga lot & mails, phone calls, public notices, 111tAt plL. systems and on oinii..; courdina.tlon thrCaugho1it the year for governing bodies. This application simplifies the entire administrative prc;r-._-ss %vith online appointment workflows. There axe oven automated email form let9crs, .md websitewlidget builders to save time in the recruitment pI•ocLss. :conte of the key features it includes; 6 Easily publish and promote ?peri vacancies; on their website and across social networks • C:tmtamizeand design your citizen application ternplare and leverage a seamless integration to any government website • Filter and qualify applicants Lasing simple and ef'f'ective search tools a Auto -generate comf11unications and f(IlIOW L1t3 for all steins: of ttae applicaOan & appointment process In telligent dashboard for mimituring terms anti vacancies with Built in alert system • late,gratessea nilesslywith Graiii cLis' Le-islative anagement toolset .y1 :.y f MVW,G ANICUS.CON4 it boo HA"ISON STRUT, S411iC i�Q, SAN FFtAXOSCO, CA t)4107 0 (4 TS) 357-3618 A� O CERTIFICATE OF LIABILITY INSURANCE DATE 1/26/2015rri 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 conditions 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 Anixter & Oser, Inc- License OE28888 205 San Marin Drive Novato CA 94945-1227 tNTA T Vanessa Weidauer / Barbara Hernandez PHONE (415) 898-1600 FAX .(415)898-3912 A"MRL .vaneasaftroperlyinsured.com INSURERS AFFORDING COVERAGE NAICIt INSURERA-Travelers Prop Cas Ins Co 36161 INSURED Granicus, Inc. 600 Harrison St. #120 San Francisco CA 94107 INSURER9.Travelers Ind Ca of CT 256:82 INSURERC:Evanston Insurance Company INSURER D: INSURER E 1 INSURER F: COVERAGES CERTIFICATE NUMBER:CL151510613 REVISION NUMBER: THIS IS 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. SNSR LTR TYPE Of INSURANCE POLICY NUMBER 11MlppIYEFF OLIcYEXP wDDrrYYYYY LIMITS Attn: GENERAL LABILITY AUTHORIZED REPRESENTATIVE 1400 Fifth Avenue P.O. Box 151560 EACH OCCURRENCE S 1, 000,000 DAMAGE TO RENTED PR Mr a QccycranceiS 300,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE I X1 OCCUR X ZLP121,1145a52 /1/2415 /1/2416 MED EXP (Any one person) S 10,000 PERSONAL BADV INJURY 5 11000,000 GENERAL AGGREGATE 5 21 000, 000 GEN1 AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPILIP AGG S 21000,000 X POLICY PRO LOG 5 AUTOMr�.� s:�kJA&CITY COMBINED INGLE LIMIT e as Iden 3. 000 000 BODILY INJURY (Per person) 5 H ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS A3402P458 /1/2415 1/1/2016 BODILY INJURY (Per acodont) 5 PROPERTY DAMAGE 5 Pere idem XX NON-OVNVED 1iIRE0 AUTOS AUTOS S X UMBRELLA LSAB X OCCUR EACH DCCURRENL^. $ 4,000, 0 as AGGREGATE $ 4,000,000 A EXCESS LIAB CLAIMS-fAAQE DEO I x I RETENTIONS 0 S U212N45304 /1/2015 /1/2016 A WORKERS COMPENSATIONX AND EMPLOYERS' LIABILITY YJN ANY PROPRIETORIPARTNEFUE XECUTIVE OFFICERIMEMBER FJCCWDED7 ❑ {Mandatory In NH) NIA 8133P874 /1/2015 /1/3416 WC S7A,TU- OTH- E EACH ACCIDENT $ 1 000 aaa E.L. DISEASE .EA EMPLOYE S 1, 000 000 it yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1, o o 0 , 00 0 C Errors & Omissions - Misc ZT807390 /1/2015 /1/2016 EachClalm $2,000,000 Professional Liability Retro Date 12/13/2009 !Aggregate $2,000,000 DESCRIPTION OF DPERATLONSI LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space Is required) Certificate holder is named as additional insured per form CGD417 attached. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010105) INSri25onirwim m O 1968-2010 ACOR0 CORPORATION, All rights reserved. Tho Armon nama and Innn aro raniclprorl martrc of Ar:nRn SHOULD ANY OF THE ABOVE DESCRIBED POLICIES HE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of San Rafael Attn: Gus Bush, IT Manager AUTHORIZED REPRESENTATIVE 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 V I Weidauer/tTESSA ACORD 25 (2010105) INSri25onirwim m O 1968-2010 ACOR0 CORPORATION, All rights reserved. Tho Armon nama and Innn aro raniclprorl martrc of Ar:nRn 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- K. Blanket Additional Insured — Persons Or Or- ception To Expected Or Intended Injury Ex- ganizations For Your Ongoing Operations As clusion Required By Written Contract Or Agreement B. Non -Owned Watercraft Less Than 75 Feet L. Blanket Additional Insured — Broad Form C. Aircraft Chartered With Pilot Vendors D. Damage To Premises Rented To You M. Who Is An Insured — Unnamed Subsidiaries E. Increased Supplementary Payments N. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Who Is An Insured —Employees And Volun- teer Workers — First Aid O. Medical Payments — Increased Limits G. Who Is An Insured — Employees — Supervi- P. Contractual Liability — Railroads sory Positions 0. Knowledge And Notice Of Occurrence Or Of - H. Who Is An Insured — Newly Acquired Or fense Formed Organizations R. Unintentional Omission I. Blanket Additional Insured — Owners, Manag- S. Blanket Waiver Of Subrogation 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. 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 I — 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 exceptlons in Ex- clusion J., Damage To Property, in Para- graph 2, of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE IJABILITY 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 - All 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 occupied 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 bail 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 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 0112 Includes copyrighted maternal of Insurance Services Office. Ina 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 11— WHO IS AN INSURED: Unless you are In the business or occupation 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 til — 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 II — 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 acqulre or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership 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 earner, 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 organlzadon 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 leased to you. The Insurance provided to such premises owner, manager or lessor does not apply to: CG D417 0112 m 2012 The Travelers Indemnity Company. All rights 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 Ilabil- 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 Pail 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 acts 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 writtan 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 It — 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 V 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 0112 Includes copyrighted material of Insuranoe Ser Aces 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 1S AN INSURED — UNNAMED SUBSIDI- ARIES The following is added to SECTION II — WHO IS AH 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 CON- DUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the fast 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 ll — Who Is An Insured. O. MEDICAL PAYMENTS — INCREASED LIMITS The folicWng replaces Paragraph 7. of SECTION III — 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. 0. 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 Of you are a limited liability company), any of your trustees who Is an individual ()f 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 practicabie 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 C for all medical expenses because of "bodily (1} n partner member of any parf- Injury" sustained by any one person, and will Warship orjoint venture; be the higher of: (11) A manager of any limited liability (a) $10,000; or company; G 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 GENE=RAL LIABILITY (ilq 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 nonrenewai in accordance with applica- ble insurance laws or regulations. S. BLANKET WAIVER OF SU13ROGATION The following Is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LI- ABILITY CONDITION$: 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. P ga 6 of 6 O 2012 The Travelers Indemnity Company. A!I 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. � - cL 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 APPROVED AS TO FORM: AGENDA ITEM: City anager (signature) City Attorney (signature NOT APPROVED 104WITA"..