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11-1206_GRANICUS, INC_Service Agreement
GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT(the "Agreement"),dated as of December�, 2011 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and City of san Juan Capistrano,a California Municipal Corporation(the"Client"). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services;and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein contained,the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1' Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. The exclusive remedies available to Client are included in the "Support Information"attached hereto as Exhibit B. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not - __._...._. .......... - - Pagel 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. 3. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibit A. 3.2 Clients who either enter into a contract agreement with Granicus, or submit a written purchase order to Granicus, prior to December 31, 2011 are eligible for a one-time promotion. As part of this promotion,the Client will receive Monthly Managed Services at no cost to Client until July 1, 2012. Discounted billing for Monthly Managed Services will start after deployment has been completed. Clients are responsible to pay their Monthly Managed Service fees in full starting July 1, 2012, billing for this period starts on April 15, 2012. Up-front costs are not affected by this promotion. Monthly Managed service fees on existing products are not affected by this promotion. For sales including managed hardware, deployment will not begin unless a signed contract has been received. 3.3 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to pay fifty percent(50%)of the up front costs. The balance of the 50%of the up front costs will be invoiced by Granicus once the equipment becomes operational. Monthly billing for Managed Services shall begin on April 15,2012 pursuant to Section 3.2. 3.4 Client agrees to pay all invoices from Granicus within thirty(30)days of receipt of invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all invoices to: Name: City of San Juan Capistrano Title: Attn.: City Clerk Address: 32400 Paseo Adelanto San Juan Capistrano,CA 92675 3.5 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of Labor and Statistics website http://www.bis.gov/CPI/) or three (3) percent a year on Client's Managed Services Fee,whichever is higher. 3.6 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight(48)hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four(24) hours of Page 2 the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 3.6 Additions. Granicus,at its' sole discretion,may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings,or improve user satisfaction. During the initial period of this Agreement,the customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. At contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted, including, if applicable,the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation)to remove any content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v)contains any viruses, or any other similar software, data, or programs that may damage,detrimentally interfere with, intercept, or expropriate any system, data, information,or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement,each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non-exclusive, non-transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party, which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY 6.1 Warranty Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided"as is"and Granicus expressly disclaims any and all express —� ___...._._.__...—�.________._......____-------_..__._...._._--- Page 3 or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus 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, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of: profits or revenues,goodwill, data(including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INFORMATION&OWNERSHIP. 7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically,or by inspection); provided, however,that Confidential Information shall not include the content that is to be published on the website(s)of Client, including this Agreement. 7.2 Except as may be required by State law (including the California Public Records Act, Government Code §§ 6250 et seq., and the Brown Act, Government Code §§ 54950 et seq.), each party agrees to keep confidential and not disclose to any third parry, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose'the Confidential Information to any of its representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (i) notify the disclosing parry in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its _.... ----=-------......_.._........................_..... --------..- Page 4 .............................._............................. ------- _-- expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for eighteen (18) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software,terminates and Granicus has no further obligation to provide any services; (b) Client has the right to keep any purchased hardware, provided that Client removes and/or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution("Open Platform Hardware"), Client understands that upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granicus, Inc. 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 (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, 9, and 10 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; (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format;and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. Page S ---- 9. PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 9.2 If promptly notified in writing of any action brought against Client based on a claim that the Software infringes intellectual property rights, such as a patent, copyright or trademark right of a third party, Granicus will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action, provided that the Client shall permit Granicus to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without Granicus'prior written approval. 10. MISCELLANEOUS. 10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law. The laws of the State of California shall govern the validity, construction,and performance of this Agreement,without regard to its conflict of law principles. 10.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 10.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 10.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God,government regulations,shortage of supplies,act of war,act of terrorism,earthquake,or electrical, internet or telecommunications outage. 10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third party is an independent contractor and not'an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. [Signature Page Follows] _. ............................ .. --- ------- Page 6 —... --__.--__..___......._........_ This Agreement consists of this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS,INC. By: APPROVED AS TO FORM: Ed Roshitsh Its: Chief Operating Officer Address: Omar ganU6val, City Attorne� 600 Harrison St,Suite 120 San Francisco,CA 94107 CITYOFd JUAN �ISO , By: Larry Kramer, Mayor Name: Its: Address: ATTEST i r� 1 Maria Wrhs, City Cler ----. --_--_- Page 7 - This Agreement consists of this Service Agreement as well as the following exhibits,which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information and Granicus Service Level Agreement Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS, INC. By: Ed Roshitsh Its: Chief Operating Officer Address: 600 Harrison St, Suite 120 San Francisco,CA 94107 CITY OF SAN JUAN CAPISTRANO By: Name: Its: Address: Date: --- Page 7 --. EXHIBIT A PROPOSAL [The remainder of this page is left blank intentionally.] GRMICUS,INC.SERVICE AGREEMENT 1 Version 4.8 jgraniCus• Proposal Granicus Proposal for the City of San Juan Capistrano, CA November 22"d 2011 Dear Maria Morris, Thank you for considering Granicus. It has been a pleasure to learn about the unique needs for the City of San Juan Capistrano, CA. We look forward to establishing a rewarding, long-term relationship with you. On the following few pages,you will find a breakdown of the needs that we have uncovered, our proposed solution,some of our key differentiators, detailed pricing, and a checklist that outlines our next steps. Over 900 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 949-289-4018. Most Sincerely, Ed Burrell Software Sales Executive Granicus, Inc. _, granicus, Proposal Pricing: Open Platform Suite $0.00 $420.00 Government Transparency Suite $6,800.00 $270.00 Shipping $125.00 $0.00 Tax $0.00 $0.00 Grand Total $6,925.00 $690.00 *Promotion EOY11: Free Monthly Service -690.00 month -Promotion for End of Year Business. All Granicus Suites-Get Free Monthly Managed Services until July 1st 2012' -Minimum contract length:18 months • All suites require the Granicus Open Platform • All Suites include hardware and software and training • 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 Dec 15"2011 Buy • save more ! FREE PROMO CODE: EOY11on Granicus Solutions until '•• July 1, 2012 NOTE:The pricing In this preliminary proposal is SUBIECT-TO-CHANGE.While this preliminary proposal will provide you with our best possible estimate of what your solution will look like,it is not considered complete until a network assessment has been completed.Our goal here at Granicus is to make sure that every new client has a successful deployment and to make sure that our products exceed your expectations.We believe that spending the time to accurately conduct an assessment of your network and documents will help us meet our goals and will ensure that you have the best experience possible."• 2 www.granicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 _) granicus. Proposal mecting government Proposed Solution Granicus@ Open Platform The Granicus® Open Platform allows you to stream an unlimited number of meetings and events online and over mobile devices—play video in Flash, HTML5 and Silverlight. Publish all of 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 • Community content library • Open architecture and SDK /� at I �SurgnioR . „ d ro.w+w.wme.wr+ar .+.w+www•ww,.w..xrw w m'P'DYw...nnmu vwd nRfn.0 4�an•O gGvq Arypf.A+pIAN M•In.NYw Qyypy � '. q:vtl M+SAiO pv ygp ` t:;:7 qwa u•Ie,A+p pA Yfa awwew•o wrn.xim pn r� qwa wr..m+p pn 1� grww roximrp ori rm q� ar.ano mi ars qwu wr4xi�o +x q fmC w].Alp OiI YpB 3 w .granicus.com 600 Harrison Street, Suite 120, San Francisco, CA 94107 (415) 3573618 09ranicus. Proposal 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 advanced searching of archives.Reach a broader audience through downloadable formats(MP3,MP4)and make video available offline.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 • Build reports and analytics • I Legislate for the 1 Pad* • Index videos live • Offer downloadable formats(MP3&MP4) • IadmlkKygm ... ' , 4 vr+ .granicus.com 600 Harrison Street, Suite 120, San Francisco, CA 94107 . (415) 3573618 pgranicu$. Proposal connecting government Remote Access Recording Option 1: BroadcastManagerTM 1000 The BroadcastManagerlm 1000 provides a one camera image of your government meeting similar to the image below. This robotic camera can be remotely controlled by a GovTV operator. The service can be integrated with all Granicus streaming and archive solutions. GovTV automated televising services replaces expensive television control rooms, with an off-site control room, operated by GovTV staff. The local ll.., government enjoys all of the benefits of a traditional local television control room, but without the high start-up expense, reliance on specialized local staff, and government effort and responsibilities. One Robotic Comers stationary during meetings Ability to Re-position Camera for special presentations/dais seating changes 4'Televise to Granicus Zero Staff Required This service requires zero effort by city staff. Service is provided to your City as a complete managed service. The only support required from your City is Internet access and electrical power. You can provide either a cable modem or DSL to satisfy the Internet access requirement. One"standard'20amp electrical circuit wiB meet all electrical needs. BroadcastManager 1000 One camera displays a wide image of Council Chambers. $7,500 initial license fee (includes equip. Ft installation) $258 professional services per month (includes two meetings) • Additional meetings are $129 each $129 monthly equipment license fee • Includes Cox Cable Integration at BroadcastManager location Based on an average of 20 council meetings per year and after initial startup license fee, the yearly cost will be: Professional Services---20 meetings @ 258/month x 12= 3,096 Equipment License fee---@ 129/month x 12= 1,548 Total/yr. $4,644 5 www.granicus.com . 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 granicus• Proposal << � Broad castManagerTM 1000 Camera Position DAIS LEFT DAIS RIGHT DAIS PODIUM AUDIENCE 6 www.granicus.com 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 jgranicus. Proposal mectinq government Remote Access Recording Option 2: Broad castManag&TM 4000 The BroadcastManagerTm4000 provides a four camera image of your government meeting similar to the image below. These robotic cameras can be remotely controlled by a GovTV operator. The service can be integrated with all Granlcus streaming and archive solutions. GovTV automated televising services replaces expensive television control rooms, with an off-site control room, operated by GovTV staff. The local government enjoys all of the benefits of a traditional local television control room, but without the high start-up expense, reliance on specialized local staff. and government effort and responsibilities. Y Four Robotic Cameras stationary during meetings -1I Ability to Re-position Cameras for speclal presentations/dais seating changes Vo' Televise to Granicus - -4K Zero Staff Required This service requires zero effort by city staff. Service is provided to your City as a complete managed service. The only support required from your City is Internet access and electrical power. You can provide either a cable modem or DSL to satisfy the Internet access requirement. One"standard"20amp electrical circuit will meet all electrical needs. BroadcastManager 4000 Four cameras display the dais in three views,and one wide image of the Council Chambers. • $14,500 initial startup equipment license fee(includes equip. &installation) • $398 professional services per month • $199 per additional meeting after two meetings/month • $199 monthly equipment license fee • Includes Cox Cable integration at BroadcastManager location Based on an average of 20 council meetings per year and after initial license fee,the yearly cost will be: Professional Services—20 meetings @---398/month x 12= 4,776 Equipment License fee---@---199/month x 12= 22,,388 Total/yr. $7,164 7 www.granicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 Aranicus. Proposal rnment BroadcastManagerT" 4000 Camera Positions DAIS LEFT DAIS RIGHT DAIS - PODIUM - ❑ AUDIENCE V 8 w ,granicusxom • 600 Harrison Street, Suite 120, San Francisco, CA 94107 (415) 357-3618 j)granicus. Proposal connecting government Granicus Differentiators • World's most experienced provider of government transparency,citizen participation,meeting efficiency, legislative management, and training management solutions with: o Over 900 clients in all 50 states,at every level of government o Over 31 million government webcasts viewed o More than 265,350 government meetings online • Open API architecture and SDK allow for seamless integrations with systems already in place • Certified Integrations provide flexibility and choice of agenda workflow 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 900 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: http://www,granicus.com/Clients/Case-Studies.asi)x Client List: http://www.granicus.com/Clients/Client-List.asl) Next Steps • Engage Other Stakeholders • Complete Network Assessment form and Network Assessment call 9 w .granicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 EXHIBIT B GRANICUS,INC.SERVICE LEVEL AGREEMENT 1.1 Up-Time Guarantee. Granicus, Inc. represents and warrants a 99.9% up-time guarantee for its hosted services. Granicus, Inc. will provide notification of any system-wide outages within one hour from the time the issue was first recognized. 1.2 Contact Information. The support staff at Granicus, Inc.may be contacted by the Client at its mailing address,general and support-only telephone numbers,and via email or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus, Inc. headquarters, located at 568 Howard Street,Suite 300,San Francisco,California,94105. (b) Telephone Numbers. Technical support staff may be reached directly from 5:00 AM to 7:00 PM Pacific time at(415)655-2400. After hours or in case of a technical support emergency,the support staff may be reached at(415)655-2414, twenty- four(24)hours a day, seven (7) days a week. Granicus office staff may be reached at(415) 357- 3618 or toll-free at(877)889-5495. (c) Internet and Email Contact Information. The website for Granicus, Inc. is http://www.granicus.com. Emails may be sent to the support staff at support@granicus.com. 1.3 Maintenance Services/Response Times. Granicus, Inc. represents and warrants that all maintenance services and response times for service will be in accord with the levels and response times set forth below: (a) Level I: Emerg_encv. Level I problems are total failures of the system or frequent intermittent failure such that the Client cannot consistently rely upon the quality and level of services agreed to by the parties hereto. Granicus, Inc. will respond to all Level I problems within one (1) hour of notification by the Client of occurrence. (b) Level II: Urgent. Level 11 problems are non-emergency issues that the Client believes need to be addressed within 24 hours. Typically,this includes video files not uploading, document template configuration changes,and other time-sensitive issues. Granicus, Inc. will respond to all Level II problems within twenty-four(24) hours of notification by the Client of occurrence. (c) Level III: Non-urgent. Level III problems are typically feature requests or non- time-sensitive issues. Granicus, Inc. will respond to all Level III problems within three (3) days of notification by Client of occurrence. A response by Granicus, Inc. means that a Granicus, Inc. customer advocate 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. Notification shall be the documented time that the Client either calls or e-mails Granicus, Inc.to notify them of an issue or the documented time that Granicus, Inc.notifies the Client there is an issue. For hardware issues requiring replacement, Granicus, Inc. shall respond to the request made by the Client within twenty-four (24) hours. Hardware service repair or replacement will occur within seventy-two(72)hours of the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus, Inc. or its Representatives access to the Equipment for the purpose of repair or replacement at reasonable times. Granicus, Inc.will keep the Client informed regarding the time frame and progress of the repairs or replacements. Penalties. For failure to respond to a Level III problem in timely manner: Client will receive credit for one(1)day of managed service. Level II: Client will receive credit for one(1)day of managed service per hour past the twenty-four(24)hour response time required. Level I: Client will receive credit for one(1)day of managed service per hour past the response time required. 1.4 Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime,and will only take place between 8:00 PM and 3:00 AM Pacific time on a Friday, Saturday or Sunday. Granicus, Inc. will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus, Inc.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 as possible. EXHIBIT C GRANICUS,INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the sale of the hardware components of the Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized.terms used but not defined in this exhibit have the meanings given in the Service Agreement. 1. Purchase Price. The purchase price for the Hardware shall be the price specified in the Proposal. 2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Delivery is F.O.B. point of destination. Granicus will select the shipment method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery by the carrier at Client's destination. Granicus retains title to the Hardware until Granicus has received payment in full of all sums due pursuant to this exhibit. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term "sale"or"purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client any warranty provided by the manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials as long as such Hardware is then under the manufacturer's wai-ranty.•Hardware that is not provided by Granicus is the Client's sole responsibility. 5. Service Response Time. For hardware issues requiring replacement, Granicus shall respond (via written or verbal acknowledgment) to the request made by the Client within twenty- four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus or its Representatives access to the Hardware for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the repairs or replacements. 6. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved hardware. In order to provide the highest level of support, we recommend including Granicus-approved hardware in your solution. However, Granicus does afford clients with the option of utilizing their own hardware, providing that there is successful validation by Granicus technical staff. While it is Granicus' intention to provide clients that use their own hardware with the same level of customer care and continuous software upgrades, this level of service is not guaranteed. GRANICUS,INC.SERVICE AGREEMENT 1 Version 4.0 7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION 1 ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS. 8. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUC14 DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO GRANICUS UY CLIENT FOR THE HARDWARE. 9. Managed Hardware. In the event of malfunction for managed hardware provided by Granicus,Granicus hardware that is maintained as part of a managed Open Platform service will be repaired or replaced as part of the managed services as long as Client is current with it's monthly subscription payment. Hardware that is not provided by Granicus is the Client's sole responsibility.The key features of the Managed Hardware are as follows: • Robust support for hardware,O/S,and applications • 7x24x365 phone,chat and email support from certified experts • Replaceable parts include next day onsite installation and replacement Escalation management.Granicus provides the above mentioned warranty under Client's acknowledgment that all Granicus tools,and systems will be installed by the manufacturer chosen by Granicus within the managed hardware,provided to the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' intention to provide all Clients with the same level of customer care and warranty,should the Client decline these recommended tools,certain levels of service and warranty may not guaranteed. [end of Hardware Exhibit] GRANICUS.INC.SERVICE AGREEMENT 2 Version 4.0 EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks granicus- Granicus logo as a mark Granicus® MediaVaule Mobile Encoder® Outcast Encoder® StreamReplicator® Granicus Trademark Names TM Integrated Public Recordd' Intelligent Routing'" LinkedMinutes'" LiveManageri" MediaCenterTM MediaManager'" MeetingMember'" MeetingServerTM Simulcast Encoder T" VoteCastm VoteCastm Classic VoteCase"Touch Client Trademarks None GRANICUS,INC.SERVICE AGREEMENT I Version 4.0 EXHIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one(1)of the following methods to obtain a copy of its Content: • Option 1: Video/Audio files made available through optional media: data CD, external hard drive, or flash drive. A CSV or XML file will be included providing clip information such as name,date,and/or description. This option may result in an additional charge to Client.. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content using the Granicus Application Programming Interface. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty(60)day termination period. Granicus has the right to delete Content from its services after sixty (d0)days. ___..........___._..._-- Page 1 1216/2011 AGENDA REPORT Hia TO: Karen P. Brust, City Manage FROM: Maria Morris, City Clerk SUBJECT: Consideration of Personal Services Agreement for a Webcasting Media Solution, Video Equipment and Monthly Managed Services; and Appropriation of Funds (Granicus, Inc.) RECOMMENDATION: By motion, 1) Approve a Personal Services Agreement with Granicus, Inc., for a webcasting media solution, video equipment and installation in an amount of $15,408.25; with a term of eighteen (18) months with three (3) terms of one (1) year each; and monthly management services until June 30, 2011, for the video professional services, including the monthly maintenance service, and an additional cost to videotape four (4) additional meetings, if needed, in an amount of $2,838: for a total amount of$18,246.25; and, 2) Approve the purchase and installation of two (2) 50" televisions for the j City Council Chamber in the amount of$9,668.49; and, 3) Approve the appropriation of$9,700 from Facilities Operations Fund Reserves. SITUATION: During the City Council, City Manager, and Executive team retreat of August 7, 2011, the City Council agreed to direct staff to pursue webcasting for. City Council and Community Redevelopment Agency (CRA) meetings. This will provide the public the opportunity to stay current with the business of the City by watching City Council/CRA meetings live or retrieving archived meetings. Staff's recommendation is to implement webcasting, achievable agendas and videos of City Council and CRA meetings at this time. Other public meetings such as the Planning Commission may be added to the service at a later date. Background: Open access for the public to their local government is a key component in fostering awareness of current matters in the community. It also provides transparency and access to the deliberative process the City Council follows in reaching decisions. A growing number of municipalities are providing live and achievable meetings of their legislative body through webcasting. Agenda Report Page 2 December 6, 2011 The formal bidding process for equipment may be waived per Municipal Code 3-4-305 (g) (4), "Where the City Manager has presented evidence to the Council showing that adherence to a bid procedure would not produce the most economically-feasible result or where the bid procedure would cause the acquisition of a product having less utility to the City than other know products in the market place. Concurrence by the Council shall exempt the particular subject matter from the formal bid requirements of this chapter." Staff recommends waiving the RFP process and approving the webcasting media solution by Granicus, Inc., because it has many features not comparably offered by other webcasting solution providers. Some of these features listed below are not included in the proposed proposal, but can be easily integrated at a later time, if funding is available: • A webcasting/minutes annotation solution that is integrated with Microsoft Office, allowing minutes to be built in Microsoft Word while leveraging the indexed video of the meeting embedded in Word for reference; • A minutes annotation tool that builds minutes in PDF Format with embedded links to the audio/video webcast; • All meeting records searchable by agenda topic, minutes, and the spoken word; • An integrated public record that is compatible on both PC/Mac systems as well as mobile systems such as Apple iOS, Android(Samsung Galaxy included), and Blackberry; • Both government webcasting and citizen participation and feedback functionality; • Both government webcasting and training content management functionality; • A documented and extensive legislative content open API architecture and SDK that allow for seamless integrations with systems already in place; • Unlimited storage and distribution for all meeting bodies and non-meeting content; • Indefinite retention schedules for all archived meeting and non-meeting content; and • Access to a library of peer-created government media content from other government agencies across the country. The proposed webcasting media solution by Granicus, Inc. will allow for internet access to all City Council/CRA meetings through the City's website. In addition, these services also include a program that will archive and index the videos and agenda reports, and make them retrievable at any time by using a simple keyword search. This is a step toward a more centralized agenda process allowing the public and staff to perform independent research for agenda documents. Granicus will also be able to provide the City with detailed usage reports concerning streaming requests (citizens visiting the site, content popularity and media storage usage.) i! The proposal from Granicus, Inc. will provide for the purchase and installation of the j video equipment, hardware and software necessary to establish a video webcasting system that will be compatible with the City's website. The proposal has two options for j the off-site videotaping of meetings. Option 1 is for the installationlmonthly services of one (1) camera (For camera placement, see Attachment 1 - Granicus Proposal, page 5 for Option 1, and page 7 for Option 2), and Option 2 is for the installation/monthly services for four (4) cameras (see Financial Considerations - Optional for the four (4) cameras option costs.) Staff recommends Option 1 at this time in order to save on up-front and monthly costs. The City Council, if desired, may upgrade in the future to Option 2. Agenda Report Page 3 December 6, 2011 The proposal also includes on-going monthly services to maintain the system, provide technical support, and manage the City's video data on the Granicus server; and manage the off-site videotaping of each meeting. Granicus is offering a promotion for free monthly services until July 1, 2012. This promotion does not include the monthly services for the off-site videotaping of each meeting. Lastly, staff is also recommending that the City Council appropriate funds for the purchase and installation of two (2) 50" televisions for the City Council Chamber. The addition of two additional televisions in the City Council Chamber will provide the public with the ability to have a better view of presentations, and other items displayed on the City Council Chamber video screens. In order to be able to accommodate two additional televisions, the City will need to replace its existing video distribution amplifier unit with a new unit that will hold the appropriate number of video outputs. The new unit will require programming to interface with the existing video equipment and the two (2) proposed televisions. FINANCIAL CONSIDERATIONS: Webcasting services are not included in Fiscal Year 2091-2012 budget. Staff has identified savings in the Information Technology Division budget of $18,246.25 to cover the cost of webcasting. However, the inclusion of two additional televisions will require an additional appropriation of $9700 from the Facilities Operations Fund Reserves. Below is a breakdown of the costs: Webcastin Services: One-time implementation costs — Including taxes purchase, implementation of Granicus solution — FY 2011112 $ 7,327.00 Ongoing Monthly Costs Granicus Managed Service ($690 per month) $ 0* Per promotion of free monthly services until July 1, 2012 d Video Equipment Services:. One-time video equipment costs (1 camera) — Including taxes purchase of equipment, license fees and installation $ 8,081.25 Ongoing monthly costs through June 30, 2011 Off-site videotaping services ($258 per month — includes 2 meetings*) $ 1,548.00 * additional meetings are $129 each Monthly Maintenance Service ($129 per month) $ 774.00 Additional four (4) meetings through June 30, 2011 (In the event of the City Council/CRA holding additional meetings through June 30, 2012) (*$129 per meeting for off-site videotaping services) $ 516.00 $ 18,246.25 i Agenda Report Page 4 December 6, 2011 Two 50" Televisions: One-time cost (2 Additional TV's - Council Chamber) — Including taxes purchase of equipment, installation, and programing $ 9,228.49 One-time cost (Electrical installation in ceiling tiles for televisions) $ 440.00 $ 9,668.49 OPTION 2 -- (video up_graafe): One-time video equipment costs (4 Cameras total) — Including taxes purchase of equipment, license fees and installation $ 15,623.75 Ongoing annual costs Off-site videotaping services ($398 per month -- includes 2 meetings*) $ 4,776.00 * additional meetings are $199 each monthly maintenance service ($199 per month) $ 2,388.00 NOTIFICATION: Granicus, Inc. RECOMMENDATION. By motion, 1) Approve a Personal Services Agreement with Granicus, Inc., for a webcasting media solution, video equipment and installation in an amount of $15,408.25; with a term of eighteen (18) months with three (3) terms of one (1) year each; and monthly management services until June 30, 2011, for the video professional services, including the monthly maintenance service, and an additional cost to videotape four (4) additional meetings, if needed, in an amount of $2,838: for a total amount of $18,246.25; and, 2) Approve the purchase and installation of two (2) 50" televisions for the City Council Chamber in the amount of$9,668.49; and, 3) Approve the appropriation of$9,700 from Facilities Operations Fund Reserves. i Agenda Report Page 5 December 6, 2011 Re p, torris, submitted, � i is CM City Clerk Attachments: 1. Proposal from Granicus, Inc. 2. Personal Services Agreement with Granicus, Inc. 3. Quote — two (2) 50" televisions including installation, electrical services and programing. 4. Granicus - List of Clients from Southern California i i I j9ran'i'c,u,'s. Proposal Granicus Proposal for the City of San Juan Capistrano, CA November 22"d 2011 Dear Maria Morris, Thank you for considering Granicus. It has been a pleasure to learn about the unique needs for the City of San Juan Capistrano, CA. We look forward to establishing a rewarding, long-term relationship with you. On the following few pages, you will find a breakdown of the needs that we have uncovered, our proposed solution, some of our key differentiators, detailed pricing, and a checklist that outlines our next steps. Over 900 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 949-289-4018. Most Sincerely, Ed Burrell Software Sales Executive Granicus, Inc. i ATTACHMENT 1 i j9ra ,n,iqy's. Pro osal a�LP Pricing: Item Up-Front Cost Monthly Cost Open Platform Suite $0.00 $420.00 Government Transparency Suite $6,800.00 $270.00 p Y Shipping $125.00 $0.00 Tax $0.00 $0.00 Grand Total $6,925.00 $690.00 *Promotion EOY11: Free Monthly Service -690.00 month Promotion for End of Year Business. All Granicus Suites-Get Free Monthly Managed Services until July 1st 2012* -Minimum contract length:18 months • All suites require the Granicus Open Platform • All Suites include hardware and software and training • 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 Dec 151h 2011 3rciniicus OFIFER Buy fastear and F save- mort=_ ! FIR E mcont ervicille - _ PROMO XIN ODE_ E9Y11 tic3ns untilJuly 1 , 2012 ` Only eiigible pr�duCts apply. see product terms for details OFFER E VJD� - t"i I I '?01 I Thn Ixamgebn dPos m al[o[a dei ay ano dates which Your W t peyme-ti wltl lra•Cqe w kfinc-d r ♦Grwnrca+:SgroYca Agree Ofler valla un[14 f�rll/1Ov1.a[pert/of[hl[praunol bn,ahw Cllonv yr+Il I—.AiwtthtY INwnwgal So(•n<oz wt no cot(tq C/lune Wne11 July t,)Ot=.ptxquntwd brlting r fnwrr(htV w(wnn �f Sc•r+1c.-i L5.201 t.S k.., t ....oY.t.P ner berm cPmPlo[W.LlMnar w �{e[o PeY[ rIh1Y rt�nwSCd Surview fee.rn fu9l LSKIng halt 2.,Z.2.brl ling fw'thtz Pcr,od.z on wPrrl T..UP'(r grrt co:[z a w[f.-ctN M(hai prwswt [h1Y fAwrrwgwA icavtec trn wr tap rywdarcls w w[[wrt eat by Ihr[P+omP(lgn.For iwlei 1 WdInS r egod hwrdwutr n.dePltsVr*va•.nt will n e b—SWr nlwSc•zlgnaw ewnerwe[hwi [Ins ufver n Lala rtn tMr Paarrhwir•or Ihtzu c�W re�Pa'n Pzetfw m.do a r + v Sxu t.•.t -t l.v to rvc ln-.Y G.n.., i•'!( atra a•VieM1nnwgr• aenl S+n.lc.lfat at r!n Pert re rtuvWn SWne.Inc•fr slnrnw M1�negu.nunt SWrre.tar•Por form en�'��'... ,.. i.. ., r -...•. ***NOTE:The pricing in this preliminary proposal is SUBJECT-TO-CHANGE.While this preliminary proposal will provide you with our best possible estimate of what your solution will look like,it is not considered complete until a network assessment has been completed.our goal here at Granicus is to make sure that every new client has a successful deployment and to make sure that our products exceed your expectations.We believe that spending the time to accurately conduct an assessment of your network and documents will help us meet our goals and will ensure that you have the best experience possible.*** 2 www.granictis.Com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 • 1415) 357-3618 �Dqranicus. connect clovernm Proposed Solution i3ranicusO Open Platform The Granicus®Open Platform allows you to stream an unlimited number of meetings and events online and over mobile devices—play video in Flash, HTML5 and Silverlight. Publish all of 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 orthird-party solutions to Granicus. • Stream unlimited meeting bodies and events • Indefinite retention schedules • Intelligent media routing • Community content library • Open architecture and SDK �T '' . o �� SUPERMIR ! - _ IRVLrol"l You can r*wwaM 0.r^orG1 rn"04I+rproL 0'—Past rreeS-;s at year cm en2.ve Axh—i Mden ere Warged eydW.-MM tre Rost ream at ala M a IN ZV A omit uoeo+rrw Men riw. db CAy Carat 3my 00.2010.030 PM AeeillYadY160a 1Wne fMM OwMen caw Crs card hn 15.20V 0:16 YAW Serrch cry Courcy A.1,2010 0'27 Y9A9 - _.__........ Cq cord May t8.2010 020 WE SDKIM coA O M8WQ May ti.2310 0:3t WN Cry Cora Maya,2010 0:27 WN Cts Card APr 20,2010 0'21 7[109 c4.a>a.w CRY covml Ap 7.2010 031 M02 :fuw.+.e s.rr CII,Cou, 1ti116.2010 1:30 1+1�p aw.s.+eswo 6ty Corral Mar 2.2010 3 www.a.ranicus.com 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 1 d 1 granicus. Proposal _.. ting government GevPrnment Transparency S�1it 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 advanced searching of archives. Reach a broader audience through downloadable formats(MP3, MP4)and make video available offline.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 • Build reports and analytics • 1 Legislate for the I Pad* • Index videos live • Offer downloadable formats (MP3 & MP4) Lwisvi Wy gov t' !. p.aar Cmrw<.Mne.t.Jac.w]d T]l, ,"�• •. - T�+•+ flYlee e0+0p0�nYEe E1'HYyC 1Y0otd0.ab ucaWM q. BYCYa 511N,tl.t . .et.lMCrxi m..e.t.vt n..4m S0 2 9f`]M.�w�"'•'•wV.tCfFs..t�cy.F.m..11 f0gt .. - { may—,rven.r�•e-FYn�w1 Mtt "'" Y p...1rf.w<am}eccr.mer+t-F.Wr.1]011 �.•�_ B p.xAr Go-emwv P.<an.tYr a+O EtN+a.F.WwP. _.••• " � - .... 9 pwitr land F<mmx Yln.icmwe F.tr�w5.tl 11 �_... . ,i..,i ..•.r .._ .,��.�.-,. 16 IRyr Ts..Wr.s Ym.YK CuliYAs.Y.� t1t�911 I 4 www.granicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 (415) 357.3618 'i jqranicus. Remote Access Recording Option 1: I BrvadcastManagerT"" 1400 The BroadcastManagerTm 1000 provides a one camera image of your government meeting similar to the image below. This robotic camera can be remotely controlled by a GovTV operator. The service can be integrated with all Granicus streaming and archive solutions. GovTV automated televising services replaces expensive television control rooms, with an off-site control room, operated by GovTV staff. The local government enjoys all of the benefits of a traditional local television control room, but without the high start up expense, reliance on specialized local staff, and government effort and responsibilities. -I One Robotic Camera stationary during meetings V/ Ability to Re-position Camera for special presentations/dais seating changes -4/Televise to Granicus ,,4I Zero Staff f Required This service requires zero effort by city staff. Service is provided to your City as a complete managed service. The only support required from your City is Internet access and electrical power. You can provide either a cable modem or DSL to satisfy the Internet access requirement. One "standard"20amp electrical circuit will meet all electrical needs. BroadcastManager 1000 One camera displays a wide image of Council Chambers. • $7,500 initial license fee (includes equip. Et installation) • $258 professional services per month (includes two meetings) • Additional meetings are $129 each • $129 monthly equipment license fee • Includes Cox Cable integration at BroadcastManager location Based on an average of 20 council meetings per year and after initial startup license fee, the yearly cost will be: professional Services---20 meetings C 258/month x 12 u 3,096 Equipment License fee---@ 129/month x 12= 1548 Total/yr. $4,644 S www.granicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 • (415) 357-3618 jgranicus. Proposal _ BroadcastManagerTM 1000 Camera Position DAIS LEFT DAIS RIGHT DAIS PODIUM AUDIENCE i 6 www.a.ranicus.com 600 Harrison Street, Suite 120, San Francisco, CA 94107 . (415) 357-3618 j9ra ,nic.u.s. Proposal Remote Access Recording Option 2: BroadcastManagerTM 4000 The BroadcastManager T A 4000 provides a four camera image of your government meeting similar to the image below. These robotic cameras can be remotely controlled by a GovTV operator. The service can be integrated with all Granicus streaming and archive solutions. GovTV automated televising services replaces expensive television control rooms, with an offsite r control room, operated by GovTV staff. The local government enjoys all of the benefits of a traditional local television control room, but without the high start-up expense, reliance on specialized local staff, and government effort and responsibilities. Four Robotic Cameras stationary during meetings Ability to Re-position Cameras for special presentations/dais seating changes Televise to Granicus r// Zero Staff Required This service requires zero effort by city staff. Service is provided to your City as a complete managed service. The only support required from your City is Internet access and electrical power. You can provide either a cable modem or DSL to satisfy the Internet access requirement. One"standard"20amp electrical circuit will meet all electrical needs. BroadcastManager 4000 Four cameras display the dais in three views,and one wide image of the Council Chambers. • $14,500 initial startup equipment license fee(includes equip. &installation) • $398 professional services per month • $199 per additional meeting after two meetings/month • $199 monthly equipment license fee • Includes Cox Cable integration at BroadcastManager location Based on an average of 20 council meetings per year and after initial license fee,the yearly cost will be: Professional Services---20 meetings @---398/month x 12= 41776 Equipment License fee---@---199/month x 12= 2.388 Total/yr. $7,164 7 www.8ranicus.com • 600 Harrison Street, Suite 120, San Francisco, CA 94107 9 (415) 357-3618 i jqra ,qi,c,y,s. BroadcastManagerTm 4000 Camera Positions i DAIS LEFT DAIS RIGHT DAIS i PODIUM - AUDIENCE 'i it www.aranicus.corn 600 Harrison Street, Suite 524, San Francisca, CA 94107 (415) 357-3618 j9ranicus. Pr®posct ,ec', government Granicus Differentiators • World's most experienced provider of government transparency,citizen participation, meeting efficiency, legislative management, and training management solutions with: o Over 900 clients in all 50 states, at every level of government o Over 31 million government webcasts viewed o More than 265,350 government meetings online • Open API architecture and SDK allow for seamless integrations with systems already in place • Certified integrations provide flexibility and choice of agenda workflow 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 900 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: http://www.granicus.com/Clients/Case-Studies.aspx Client List: http://www.granicus.com/Clients/Client-List.aspx Next Steps • Engage Other Stakeholders • Complete Network Assessment form and Network Assessment call l r� 9 www.o.ranicus.cOm • 600 Harrison Street, Suite 120, San Francisco, CA 94107 (415) 357-3618 GRANICUS,INC. SERVICE AGREEMENT 7 THIS SERVICE AGREEMENT(the "Agreement"), dated as of December_, 2011 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and City of San Juan Capistrano,a California Municipal Corporation(the"Client"). A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal, which is attached as Exhibit A, and incorporated herein by reference, (ii) engage Granicus to integrate its Granicus Software onto the Client Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Granicus Solution through the Managed Services set forth in Exhibit A. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein contained,the parties hereto agree as follows: I. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, and Managed Services that comprise the Granicus Solution as outlined in Exhibit A. "Managed Services" shall mean the services provided by Granicus to Client as detailed in Exhibit A. "Managed Services Fee" shall mean the monthly cost of the Managed Services, as detailed in Exhibit A. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software, 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive license to access the Granicus Software listed in the Solution Description and a revocable, non-sublicensable, non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 2.3 Limited Warranty; Exclusive Remedies. Subject to Sections 6.1 and 6.2 of this Agreement, Granicus warrants that the Granicus Software, as provided by Granicus, will substantially perform in accordance with its applicable written specifications for as long as the Client pays for and receives Managed Services. The exclusive remedies available to Client are included in the "Support Information" attached hereto as Exhibit B. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not Page 1 ATTACHMENT 2 6 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. g 3. PAYMENT OF FEES 3.1 Client agrees to pay all costs as outlined in Exhibit A. 3.2 Clients who either enter into a contract agreement with Granicus, or submit a f written purchase order to Granicus, prior to December 31, 2011 are eligible for a one-time promotion. As part of this promotion, the Client will receive Monthly Managed Services at no cost to Client until July 1, 2012. Discounted billing for Monthly Managed Services will start after deployment has been completed. Clients are responsible to pay their Monthly Managed Service fees in full starting July 1, 2012, billing for this period starts on April 15, 2012. Up-front costs are not affected by this promotion. Monthly Managed service fees on existing products are not affected by this promotion. For sales including managed hardware, deployment will not begin unless a signed contract has been received. 3.3 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to pay fifty percent(50%) of the up front costs. The balance of the 50% of the up front costs will be invoiced by Granicus once the equipment becomes operational. Monthly billing for Managed Services shall begin on April 15, 2012 pursuant to Section 3.2. 3.4 Client agrees to pay all invoices from Granicus within thirty(30) days of receipt of invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly basis, no later than the first day of each month in advance of services. Granicus, Inc. shall send all invoices to: Name: City of San Juan Capistrano Title: Attn.: City Clerk Address: 32400 Paseo Adelanto San Juan Capistrano, CA 92675 3.5 Upon renewal of this Agreement, Granicus may include (in which case Client agrees to pay) a maximum increase of the current CPI percentage rate (as found at The Bureau of Labor and Statistics website http://www.bls.gov/CP1/) or three (3) percent a year on Client's Managed Services Fee, whichever is higher. 3.6 Training Cancellation Policies. Granicus' policies on Client cancellation of scheduled trainings are as follows: (a) Onsite Training. For any cancellations within forty-eight(48) hours of the scheduled onsite training, Granicus, at its sole discretion, may invoice the Client for one hundred (100) percent of the purchased training costs and all travel expenses, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. (b) Online Training. For any cancellations within twenty-four (24) hours of - Page 2 -- � the scheduled online training, Granicus, at its sole discretion, may invoice the Client for fifty (50) percent of the purchased training costs, including any incurred third party cancellation fees. Subsequent training will need to be purchased and scheduled at the previously quoted pricing. 3.6 Additions. Granicus, at its' sole discretion,may add features or functionality to existing product suite bundles for various reasons, including to enhance Granicus' offerings, or improve user satisfaction. During the initial period of this Agreement, the customer understands that the use of these additional products is included in the originally agreed upon monthly managed services fees. At contract renewal, the customer acknowledges that this added functionality may have additional monthly managed service charges associated with it and that monthly managed services rates on renewals may have a higher rate than preceding years. 4. CONTENT PROVIDED TO GRANICUS 4.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation)to remove any content that Granicus believes violates any applicable law or this Agreement. 4.2 Restrictions. Client shall not provide Granicus with any content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii)violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii) is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v)contains any viruses, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information,, or property of another. 5. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. 5.1 Each Party shall retain all right, title and interest in and to their own Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 2 hereof. Upon any termination of this Agreement, each Party's right to use the other Party's Trademarks pursuant to this Section 5 terminates. 5.2 Each party grants to the other a non-exclusive, non-transferable (other than as provided in Section 5 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials containing the other party's trademarks shall be subject to the prior written approval of such other party,which approval shall not be unreasonably withheld. 6. LIMITATION OF LIABILITY C 6.1 Warranty, Disclaimer. Except as expressly provided herein, Granicus' services, software and deliverables are provided"as is"and Granicus expressly disclaims any and all express Page 3 _® R or implied warranties, including but not limited to implied warranties of merchantability, and fitness for a particular purpose. Granicus 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, Granicus' sole obligation shall be to use commercially reasonable efforts to restore access. 6.2 Limitation of Liabilities. To the maximum extent permitted by applicable law, Granicus and its suppliers and licensors shall not be liable for any indirect, special, incidental, consequential, or punitive damages, whether foreseeable or not, including but not limited to: those arising out of access to or inability to access the services, software, content, or related technical support; damages or costs relating to the loss of. profits or revenues,goodwill, data(including loss of use or of data, loss or inaccuracy or corruption of data); or cost of procurement of substitute goods, services or technology, even if advised of the possibility of such damages and even in the event of the failure of any exclusive remedy. In no event will Granicus' and its suppliers' and licensors' liability exceed the amounts paid by client under this agreement regardless of the form of the claim (including without limitation, any contract, product liability, or tort claim (including negligence, statutory or otherwise). 7. CONFIDENTIAL INFORMATION &OWNERSHIP. 7.1 Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however,that Confidential Information shall not include the content that is to be published on the website(s)of Client, including this Agreement. 7.2 Except as may be required by State law (including the California Public Records Act, Government Code §§ 6250 et seq., and the Brown Act, Government Code §§ 54950 et seq.), each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 7.3 Exceptions. The obligations of this Section 7 shall not apply if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii) was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall(i) notify the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its a Page --- i i expense to cause such disclosed Confidential Information to be treated by such governmental ' authority as trade secrets and as confidential. 8. TERM 8.1 The term of this Agreement shall commence on the date hereof and shall continue in full f6rce and effect for eighteen (18) months after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty (30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 8.2 Rights Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: (a) Client's right to access or use the Granicus Solution, including Granicus Software,terminates and Granicus has no further obligation to provide any services; (b) Client has the right to keep any purchased hardware, provided that Client removes and/or uninstalls any Granicus Software on such hardware. However, if Client has received hardware as part of a Granicus Open Platform Suite solution ("Open Platform Hardware"), Client understands that upon termination of this Agreement, Client shall immediately return the Open Platform Hardware to Granicus, Inc. 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 (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 8.3 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of 2.1, 2.4, 3, 4, 5, 6.1, 6.2, 7, 8.3, 9, and 10 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; (c) pursuant to the Termination or Expiration Options Regarding Content, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross-referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. Page 5 J 1 i 9. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT. 9.1 Granicus' Options. If the Granicus Software becomes, or in Granicus' opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion i obtain for Client the right to continue to use the Granicus Software as provided in ( ) g this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's possession or control, if any, Granicus will refund to Client all license fees paid by Client under the current Agreement. 9.2 If promptly notified in writing of any action brought against Client based on a claim that the Software infringes intellectual property rights, such as a patent, copyright or trademark right of a third party, Granicus will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action, provided that the Client shall permit Granicus to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without Granicus'prior written approval. 10. MISCELLANEOUS. 10.1 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. 10.2 Governing Law, The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. 10.3 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. d 10.4 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 10.5 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party, including without limitation acts of God, government regulations, shortage of supplies, act of war, act of terrorism, earthquake, or electrical,internet or telecommunications outage. 10.6 Closed Captioning Services. Client and Granicus may agree that closed captioning or transcription services will be provided by a third party under this agreement. In such case, Client expressly understands that the third party is an independent contractor and not an agent or employee of Granicus. Granicus is not liable for acts performed by such independent third party. [Signature Page Follows] -- Page 6 -- i l This Agreement consists of this Service Agreement as well as the following exhibits, which are incorporated herein by reference as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: Hardware Exhibit Exhibit D: Trademark Information Exhibit E: Termination or Expiration Options Regarding Content IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, GRANICUS,INC. By: Ed Roshitsh Its: Chief Operating Officer Address: 600 Harrison St, Suite 120 San Francisco, CA 94107 CITY OF SAN JUAN CAPISTRANO By: Name: Its: Address: Page 7 i i EXHIBIT A PROPOSAL I [The remainder of this page is left blank intentionally.] ]. PLEASE SEE ATTACHMENT 1 TO THE AGENDA REPORT GRANICUS,INC.SERVICE AGREEMENT 1 Version 4.0 EXHIBIT B SUPPORT INFORMATION o 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 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) 357-3618 opt I from 5:00 AM to 6:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at(415)655-2414, twenty-four(24)hours a day, seven(7) days a week. (c) Internet and E-mail Contact Information. The website for Granicus is http://www.granicus.com. E-mail may be sent to the support staff at support(agranicus.com. 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 support services, regardless of participation in the training program. 3. 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. 4. Software Enhancements or 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 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 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. 4.1 Documentation. After the SOW has been executed by each party, a detailed requirements and detailed design document shall be submitted illustrating the complete financial GRANICUS,INC.SERVICE AGREEMENT l Version 4.0 i 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. 4.2 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. 4.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 5. Support Policy. Granicus will provide support pursuant to the following service levels. SERVICE LEVELS A. CLASSIFICATION OF ERRORS. "Error" means a defect that causes the Software not to function substantially in conformance with the Specifications. Errors are classified as follows: Service Level I: An Error, for which there is no means of Circumvention, causing (i)unrecoverable "crashes" of the Software,(ii) ongoing unrecoverable loss or corruption of data or (iii) loss of essential Software functionality that prevents Client processing for which there is no means of Circumvention. (A Service Level 1 Error is sometimes referred to as"Critical".) Service Level 2: An Error causing(i)ongoing recoverable loss or corruption of data for which there is no means of Circumvention, (ii) loss of essential Software functionality that prevents Client processing that can be Circumvented, or(iii) loss of non-essential Software functionality that cannot be Circumvented. (A Service Level 2 Error is sometimes referred to as "Urgent.") Service Level 3: An Error causing(i) loss of non-essential Software functionality that can be Circumvented or(ii)difficulties in the user interface. (A Service Level 3 Error is sometimes referred to as"Minor.") B. ERROR CORRECTION. GRANICUS agrees to correct reported Errors in accordance with the following provisions. All time references below are clock hours or calendar days, unless otherwise specified. 1. Service Level I Errors a. GRANICUS shall provide Client with a telephone number for emergency support to be used by Client at any time on a seven(7)day a week,twenty-four(24) hours a day basis to report Level I Errors, which Client may use at any time. b. GRANICUS shall provide an initial response to all Service Level 1 Errors within one(1)hour following the report of Error. ti .i GRANECus,INC.SERVICE AGREEMENT 2 Version 4.0 i C. GRANICUS shall use commercially reasonable efforts to resolve Service Level 1 Errors within twenty-four(24)hours following the report of Error. 2. Service Level 2 Errors a. GRANICUS shall provide Client with a telephone number for emergency support to be used by Client during normal business hours(8 a.m. to 7 p.m., Monday through Friday, excluding Client holidays). b. GRANICUS shall provide an initial response to all Service Level 2 Errors within four(4)working hours following the report of Error. a. GRANICUS shall use commercially reasonable efforts to resolve Service Level 2 x Errors within five(5)working days following the report of Error. 3. Service Level 3 Errors a. GRANICUS shall provide Client with a telephone number for emergency support to be used by Client during normal business hours(8 a.m.to 7 p.m.,Monday through Friday, excluding Client holidays). b. GRANICUS shall provide Client a tracking number for all Service Level 3 Errors within Eve(5) business days following the report of Error, and respond further as part of GRANICUS's normal online tracking system. C. GRANICUS shall use commercially reasonable efforts to resolve Service Level 3 Errors by means of a future scheduled update or release, as mutually agreed. C. ESCALATION PROCEDURE. In the event GRANICUS has been unable to provide either a permanent or a mutually acceptable temporary resolution within the applicable timeframes set forth in Section B above, GRANICUS shall initiate the following escalation procedures. All procedures shall be undertaken at GRANICUS's sole expense except where the Error is determined to be due to hardware malfunctions, utility failures, air conditioning malfunctions, system software problems, communications malfunctions,environmental problems, user errors or any other cause outside the reasonable control of GRANICUS. All time references below are clock hours or calendar days, unless otherwise specified. 1. Escalation Stage 1. a. Service Level 1 Errors If a Service Level 1 Error is not corrected within twelve(12) hours following the report of Error, GRANICUS technicians attempting to correct the situation shall notify GRANICUS's manager responsible for software maintenance and/or support who will immediately become personally involved in resolving the problem, which will include a determination, in his/her reasonable discretion following consultation with Client,whether it is necessary to locate a technician onsite at Client's location to correct the Error. GRANICUS shall keep Client apprised of the status of its efforts to correct the Error at no less than four(4)hour intervals. b. Service Level 2 Errors: If a Service Level 2 Error is not corrected within five(5)days following the report of Error, GRANICUS technicians attempting to correct the situation shall GRANICus,INC.SERVICE AGREEMENT 3 Version 4.0 notify GRANICUS's manager responsible for software maintenance and/or support who will immediately become personally involved in resolving the problem,which will include a determination, in his/her reasonable discretion following in consultation with Client,whether it is necessary to locate a technician onsite at Client's location to correct the Error. GRANICUS shall keep Client apprised of the status of its efforts to correct the Error at no less than twice-daily intervals. 2. Escalation Stage 2 a a. Service Level 1 Errors: If a Service Level 1 Error has not been corrected after twenty four(24) hours since the initial report of Error,GRANICUS shall involve its Chief Technology Officer in directing the resolution of the problem,which will include a determination, in his/her reasonable discretion following consultation with Client, whether it is necessary to locate a technician onsite at Client's location to correct the Error. GRANICUS shall keep Client apprised of the status of its efforts to correct the Error at no less than four(4)hour intervals. b. Service Level 2 Errors: If a Service Level 2 Error has not been corrected after seven (7)days since the initial report of Error, GRANICUS shall involve its Chief Technology G Officer in directing the resolution of the problem,which will include a determination, in his/her reasonable discretion following consultation with Client, whether it is necessary to locate a technician onsite at Client's location to correct the Error. GRANICUS shall keep Client apprised of the status of its efforts to correct the Error at no less than twice-daily intervals. 3. Escalation Stage 3. a. Service Level l Error: If the Error has not been corrected after forty eight(48)hours since the initial report of Error, GRANICUS shall immediately assign its President and Chief Executive Officer to directly oversee GRANICUS's efforts to remedy the Error, including, in his reasonable determination following consultation with Client, assigning a technician to work onsite at Client's location,until such Error is resolved. b. Service Level 2 Error: If the Error has not been corrected after ten(10) days since the initial report of Error to GRANICUS, GRANICUS shall immediately assign its President and Chief Executive Officer to directly oversee GRANICUS's efforts to remedy the Error, including in his reasonable determination following consultation with Client assigning a technician to work onsite at Client's location, until such Error is resolved. C. Service Level 1 or 2 Errors: If, at any time, after the specified periods above,the Error has not been corrected, GRANICUS shall advise Client of the steps it intends to take to correct the Error and the corresponding schedule of such steps. GRANICUS shall consider, in good faith, such measures that it has not taken to date, including without limitation, placement of GRANICUS personnel onsite at Client and/or retention of third party technical services to resolve the Error at GRANICUS's cost. D. Failure to Correct Errors. Client shall be entitled to receive a ten percent(10%) reduction of the Managed Services fee for the affected software,up to a maximum of 100% of such fee for the current month, for each twenty four(24)hour period(excluding weekends and Client holidays)during which the Error is not corrected following the stated deadline,provided however,. such reductions shall not apply where the cause of the Error is not within the reasonable control of GRANICUS, which includes hardware malfunctions, utility failures,air conditioning malfunctions, system software problems, communications malfunctions, environmental problems, and errors due GRANICUS,INC.SERVICE AGREEMENT 4 Version 4.0 6 to errors by the Client or non-GRANICUS personnel. Except where specifically provided otherwise,the time reference below is clock hours or calendar days. E. Table of Service Level Requirements. By way of example, but not by limitation, a compilation of the deadlines stated herein is included below for convenience of reference by the Parties. Level 1 Error Leve12 Error_ Level 3 Error Service Level Required (time measured from initial report of Error to GRANICUS) Initial Response Due 1 110111, 4 hours 5 days Correction Required 24 hOLUs 5 days As mutually agreed Escalation Stage.1 (maintenance mgr.) 12 hours 5 days N/A Stage 1 Status Report Intervals ever 4 hours twice daily N/A Escalation Stage 2 CTO 24 hours 7 days NIA Stage 2 Status Report Intervals every 4 hours twice daily N/A Escalation Stage 3 (President&CEO) 72 hours 10 days N/A Maintenance and Support Fee Reduction after 72 hours NIA NIA 10%/da ) [End of Support Information] u GRANICUS,INC.SERVICE AGREEMENT 5 Version 4.0 N EXHIBIT C GRANICUS,INC. HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the sale of the hardware components of the Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of the Service Agreement and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. 1, Purchase Price. The purchase price for the Hardware shall be the price specified in the Proposal. 2. Title and Delivery, Any scheduled ship date quoted is approximate and not the essence of this exhibit. Delivery is F.O.B. point of destination. Granicus will select the shipment method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery by the carrier at Client's destination. Granicus retains title to the Hardware until Granicus has received payment in full of all sums due pursuant to this exhibit. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term `°sale" or"purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Client to reject the Hardware within fifteen (15) days following delivery of the Hardware, constitutes Client's acceptance. Client may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Purchased Hardware Warranty. For Hardware purchased from Granicus by Client, Granicus will provide to Client any warranty provided by the manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective 1 materials as long as such Hardware is then under the manufacturer's warranty. Hardware that is not 1 provided by Granicus is the Client's sole responsibility. 5. Service Response Time. For hardware issues requiring replacement, Granicus shall respond (via written or verbal acknowledgment) to the request made by the Client within twenty- four (24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus or its Representatives access to the Hardware for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the repairs or replacements. 6. Use of Non-Approved Hardware. The Granicus platform is designed and rigorously tested based on Granicus-approved hardware. In order to provide the highest level of support, we recommend including Granicus-approved hardware in your solution, However, Granicus does afford clients with the option of utilizing their own hardware, providing that there is successful validation by Granicus technical staff. While it is Granicus' intention to provide clients that use their own hardware with the same level of customer care and continuous software upgrades, this level of service is not guaranteed. GRANICUS,INC.SERVICE AGREEMENT 1 Versio314.0 7. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE j PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION I ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY �II WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS. 8. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS' LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO GRANICUS BY CLIENT FOR THE HARDWARE. 9. Managed Hardware. In the event of malfunction for managed hardware provided by Granicus,Granicus hardware that is maintained as part of a managed Open Platform service will be repaired or replaced as part of the managed services as long as Client is current with it's monthly subscription payment. Hardware that is not provided by Granicus is the Client's sole responsibility. The key features of the Managed Hardware are as follows: • Robust support for hardware, O/S, and applications • 7x24x365 phone, chat and email support from certified experts • Replaceable parts include next day onsite installation and replacement Escalation management. Granicus provides the above mentioned warranty under Client's acknowledgment that all Granicus tools, and systems will be installed by the manufacturer chosen by Granicus within the managed hardware, provided to the client. These software tools have been qualified by Granicus to allow the highest level of service for the client. While it is Granicus' i intention to provide all Clients with the same level of customer care and warranty, should the Client decline these recommended tools, certain levels of service and warranty may not guaranteed.. [end of Hardware Exhibit] GRANICUS,INC.SERVICE AGREEMENT 2 Version 4.0 J i EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks 0 granicus, Granicus logo as a mark Granicus' MediaVaule Mobile Encoder' Outcast Encoder StreamReplicator�D Granicus Trademark Names TM Integrated Public Record"" Intelligent RoutingTM LinkedMinutesTM LiveManager TM MediaCenterT'" MediaManager M MeetingMemberTM MeetingServerTM Simulcast EncoderTM VoteCast M VoteCasC Classic VoteCastTM Touch Client Trademarks None GRA,NICUS,INC.SERVICE AGREEMENT 1 Version 4.0 EXIIIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one(1)of the following methods to obtain a copy of its Content: • Option 1: Video/Audio files made available through optional media: data CD, external hard drive, or flash drive. A CSV or XML file will be included providing clip information such as name, date, and/or description. This option may result in an additional charge to Client. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content using the Granicus Application ' Programming Interface. This option shall be provided free of charge. j The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty(60)day termination period. Granicus has the right to delete Content from its services after sixty (60)days. M 1� - _ - - Page 1 i Western Audio visual Kevin Mahkorn Oranue County Office; 5$65 Avenida Freinas,Suite 0 1676 N.Batavia St.,Suite#2 Cartsbatl,CA 624e8 Orange,CA 11867 Pli:(76 a)438Aa67 Phone:(714)6374461 Lteyinmawavl.corn gfJl Fax; (760)438A066 Fax:(714)637-7330 www wav1 cam Prepared for: COMPANY:City of San Juan Capistrano DATE: November 29,2011 ATTENTION: David Dilsworth TERMS: NET 30 ADDRESS:32400 Paseo Adelanto FOB: Destination San Juan Capistrano,CA 92675 SALES TAX: 77500% DELIVERY: TBD TELEPHONE:(949)433-6302 QUOTE VALID: 30 Days FAX PHONE:- REVISION: A E-MAIL:dditswortho)synoptek WAV PROJECT#: TBD EQUIPMENT Council Qhambers-Audience Display Additions Item TQt Manufacturer Model Description PRICE EXTENSION Display System 2 Sharp LC-52LE83OU 52"LED HDTV $ 1,299.00 $ 2,598.00 2 Premier AM300-B Swingcut Mount for Flat-Panels up to 68" $ 419.00 $ 838,00 Interface and Svdtching System 1 Kramer VM-1055 1x5 RGBHV Video Distribution Amplifier $ 609.00 $ 609.00 $ $ Audio System $ $ Control System Miscellaneous Components 1 WAW Mise Cable,Connectors 8 Hardware $ 536.00 $ 536.00 $ EQUIPMENT SUBTOTAL $ 4,581.00 SHIPPING AND HANDLING $ 264.00 TAX $ 375.49 NON:-EQUIPMENT Engineering&Drafting $ - DSP1Control Programming $ 1,064.00 Project Management $ Staging&Assembly $ - Installation&Testing $ 2,944.00 Training $ - Service Visit/Preventative Maintenance $ Sub-Contract $ G&A $ - NON-EQUIPMENT TOTALS $ 4,008.00 PROPOSAL TOTAL $ 9,228.49 Basle Warranty: The AV system is warrantor against all defects of material and workmanship,as a system.,as well as individual components, for a period of 90 Days after dale of acceptance or first used,If Individual manufacturers warranty their equipment for a longer period,the manufacturers warranty will apply,unless Extended Warranty is purchased. Notes: Onsite service visits are billed at$120.OD per man hour(2-hour minimum trip charge). This quote is a minimum estimate only. Actual time&materials to be charged after service call is complete. AUTHORIZED SIGNATURE DATE �r�ntProPo eoneaenaal Attachment 3 EX 1. E TRI ELETRCAL CONTRACTOR 32238 Paseo Adelanto, Shite E1 San Juan Capistrano CA 92675 (949) 493-7769 www.excetelectric.com » tornk9bxcelelectric.com Electrical Installation •Service*New Construction • Remodels CUSTOMER WORK ORDER LASTNAME: CITY OF SAN JUAN CAPISTRANO LAS'I NAMIr . CITY HALL I COUNCIL CHAMBERS FI—RsT NAI41r AT" N: DAYS -HUBLr=R FI ST NAME ESTIMATE FOR ELECTRICAL NEEDED ADD € 3 450 PASEC Af]EI.R�iTC) ,r11�17f k5`, FOR FLAT SCREECH INSTALLATION CIT TO : SAN.JUAN CAPISTRANO, CA 92675 CI[:Y.-S l iZil" . SAN JUAN CAPISTRANO, CA 92U - PHONE 949493=1112 OFF: 949-1653 FAX 1841-2066 DAVE= PHONF r)AVEaa2-2o5rr M" . CANTOR 201.7066CE �— �TTIU[E AMlP19f - - FI..ECTRICTAN TtiATE.SEE TOMT— S T_M_ 1aRK ESTIMATE FOR INSTALLING (2) FLAT SCREEN T-V.s IN THE CITY COUNCIL ---GHAMRERS. ONE PRICE FOR WALL-MOUNTINGr,-n: ONE PRIDE FOR GEILI G l MOUNTING. — ' ,- " � ,l n.a � �. rUt.a.a..3 I L+� "lac I�r �-��'._T '�L�•t���►t~�'- `� t h? i' i Lf MAP PAGE SEE MAP T NOW — -- TOTAL DUE BI LLIN(Y'COMPLETIE WORK bRD ER, BRING ENTIRE WQRK ORDER TO OFFICE. _ -- REFERRED 8Y: TK/pm - - . PREVIOUS CUSTOMER THrIA INK � — If lull payment was not made at time of se7vice,foil payment Is exp6aloo within 10 days of sorvree bate.Any rrnpnid arMwnts Over:Xl days past due from service date are subjevl 1r,h 5%we payment foo per each 34-day period t>verdup,Warkrnartship perfarmod and materials replacod on this repairlinstallalian arµrrarianierl for 3G days after date of repair andW inslailnlian.All roalealals are out of Excel Electric stack. License #793860 Customer Signature - I Granicus Client base for So. California (Los Angeles and Orange County) Complete client base is available at http://www.granicus.com/Clients/Client-List,aspx Los Angeles Department of Water& Power Pasadena Community College LA Police Commission Burbank Unified School District Glendale Unified School District Burbank-Glendale-Pasadena Airport Auth Southern California Association Of Governments Metropolitan Water District Of Southern California Lancaster Lomita Malibu West Hollywood Diamond Bar Redondo Beach Los Angeles Azusa Huntington Park Monterey Park Downey Burbank Claremont Signal Hill South EI Monte Hawthorne Hermosa Beach Compton Metrolink Port of Long Beach Rosemead Agoura Hills Glendale Port of Los Angeles Santa Monica Palmdale Torrance Beverly Hills Baldwin Park Los Angeles 1 Attachment 4 ' l i l i I El Segundo Pasadena Calabasas Carson Cerritos EI Monte Manhattan Beach Pasadena Unified School District Lakewood La Puente Long Beach LA Channe136 South Orange County Community College Orange County Transportation Authority South Coast Water District La Habra Heights Anaheim Rancho Santa Margarita Laguna Beach Brea Buena Park Fullerton Fountain Valley Orange Placentia Yorba Linda Stanton j. Tustin I { Westminster Dana Point Orange Garden Grove Mission Viejo Huntington Beach Newport Beach Irvine Costa Mesa La Palma 2 i I Goll, O*TV Tk Televising Government Meetings Maria Morris,City Clerk City of San Juan Capistrano Dear Maria: GovTV can integrate a video system (BroadcastManager) with the Granicus solution that the City will contract for separately. GovTV and Granicus work closely together as industry partners to seamlessly integrate our combined solutions to government. Based on our previous conversations, GovTV can install a one camera or four camera video system that will display either one video image or four video images within the Granicus Live stream and on-demand video. (see attached for visual examples) GovTV provides all equipment, systems, and staff to professionally install the cameras and video system, and integrates them to your Granicus solution encoder. (Granicus computer) Both options require zero effort by city staff. Both options are provided to your City as a complete managed service. The only support required from your City is Internet access and electrical power. You can provide either a cable modem or DSL to satisfy the Internet access requirement. One "standard"20omp electrical circuit will meet the needs of GovTV and Granicus combined. Attached is a detailed cost breakdown for your review and marketing materials. We look forward to answering any questions you may have. Of course, please feel free to email or call. Sincerely, Bruce Arditte Bruce Arditte,Account Supervisor G ovTV.u s barditte@govtv.us 1-877-468-8899 x201 e ti ' rrarrw re•A/.wr.ee oe.aw�.asrrra.. «�.+.• .•w I r.r ra•y M.flYIeMMeR•.Mbw�a••I.MHMMPMMY�/.1.�•.1M./Ms�•✓.w1 4 NrYfrlal CyCY1nW II•i)INdMiIVYIiWWri.IYYwMy li p I ' a�M C4. hw►�•N<A.rr_•aw J�wl.w� rr~ra�w Mar I •nw I[y rw q+rn a C�ItMe■we.lMrlf.wr rwr r..r wr. I �.} q AGENDA W4tdtr Mooting of the Ctty Cowtdl wsd. tbyJwYt1.70N i 01:34: _ 01:34: ! K r ity - - ".' ''9i � 1 Roll Galt NVNUlLS Yniaaory,.y la A7lJ i, S'L=ALl'E4�fflewrloe �.rfl.e urrr• '. Yaun I/ti Yer.Jagvo 704 GSf�.d M Y•Y.JR✓n l/le•f 5 ^Js.^DYp••lle�1:RIVdI 0 BroadcastManager 1000 One camera displays a wide image of Council Chambers. i • $7,500 startup equipment license fee (includes equip. &installation) I • $258 per month (includes two meetings. Additional meetings are$129 each) • $129 monthly maintenance/service • Includes Cox Cable integration Based on an average of 20 council meetings per year,the yearly cost will be: 20 meetings @ 258/month x 12= 3,096 Service/Maintenance @ 129/month x 12= 1.548 Total/yr. $4,644 G o TV I Televising Government Meetings f yf IrweYM 0.awrrL V rr0,i/e.wy+..arraY.arrr —'=w a cfo r.ww dA NJ .ww ej wr..y r.rw r/wr wra i;..r/aaw ch cww/..,tw rw�s7 rra-.errrrar e.wrwwrr...awr _. M/Y��aM/Jr Arlr wsril Yar.aar/iw�rraPJ.w.M rW/wN ''�- .+. 7, iry►,MIIyM EI/rMEhfM,1.W aNu riaw/.J^wwlY rr+..wrw,..wrww MhfM dt !! - ., d' _ wr.wr/rfhwM rnw/O.w ErwAsa.nrr.W�NJ�..�r.ww.r,a+.w w• AGENDA Roquilr Meolinq of tht City Council Wra..adrr.r..Y at»w I 01. 41:34;34: _ . _ _. �-- ! K ,ear trintt�6 w,, e rnirrsrr�,=�Ir=•.mss arwrc=t�nae vnw �� •, AMbQYAL4r LLM9= kun -.70ay 1l.2010 u.r..i rara/u.alill Ml rrwranuu uar trw� i Jump Ta,,. Prwr.,ofcn.w Yae J w Y.a,.�rg7n 76w Oilsr+d 1ti Yw�.Join N7n.r I 1 OrflltirPln* tP.Wrt 1 BroadcastManager 4000 Four cameras display the dais in three views,and one wide image of the Council Chambers. • $14,500 startup equipment license fee (includes equip. & installation) • $398 per month (includes two meetings. Additional meetings are $199 each) • $199 monthly maintenance/service • Includes Cox Cable integration Based on an average of 20 council meetings per year,the yearly cost will be: 20 meetings @ 398/month x 12= 4,776 Service/maint @ 199/month x 12=2,388 Total/yr. $7,164 G o fiV Televising Government meetings Go".1, Broadcast Managerl 4000 The 4000 series provides a four camera analog video feed of your boat government ill eeting. All four camera images are con tin UOLI sty dispLayed. GovTV can integrate this video feed with your current web streaming system, distribute the video feed to your local cabte tv ch an net, or use the video feed to provide DVD's for either pubftviewing or cable channel playback. The cameras deployed for this service are "fixed" position and are not robotic. Up Front Monthly Per Meeting $14,500 $199 $199 ti "MR-O.K*v C&C-F.90 bt&ft d 0140 n*-t4rJ 96dAF40 ra.0pint bft iy.*O 4 Nirhd4p A4 GN as 44a Gil GvrwaYAarM�r;*Nn**Nd%P RW~bm�--(Oka*vV-*k AUENDA Regular Meollng oftho City Council Wodnos day.J;oV 24.2010 11 01:34- 01:34- 1-4 0 CALL ID ORINER dMpfflr. L City Council Meeting APPROqAL 00 AMN15k sAPPROVALOF U94UTE 9 Mn;t4L4fIFjWV 14,WI3 tt Calt SEECLILt MLO&WAIJONSOCERMOMAL MATTERS, Youlh ef*W yez.,WqftcOaa C*rm of t*YO 1W,jatn No5vt INNULY OEPARTMEWAL REPORTS- 1. EPORY1 1216!2011 Christy JAI Hla From: Maria Morris Sent: Tuesday, December 06, 2011 1:32 PM To: Christy Jakl Subject: FW: Webcasting Services-Tonight's Meeting Importance: High Maria Morris, CMC City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6309 (949) 493-1053 -Fax From: Karen Brust Sent:Tuesday, December 06, 20111:31 PM To: Maria Morris Subject: FW: Webcasting Services-Tonight's Meeting Importance: High From: Doug Eden -IQM2 [mailto:doug@igm2.com] Sent:Tuesday, December 06, 20111:29 PM To: Sam Allevato; Larry Kramer; Laura Freese; Derek Reeve; John Taylor; Karen Brust; fshyong@ocregister.com Subject: Webcasting Services Tonight's Meeting Good day to you all. I read the news article(below)and could not refrain from responding to the following paragraph: "An 18-month,$15,408 contract for video webcasting services to Granicus Inc. Videos, agendas and reports could be accessed online by keyword search. City staff also recommends purchase and installation of two 50-inch televisions in the council chambers for$9,668.Staff recommends the bid process be waived because Granicus has "many features not comparably offered by other webcasting solution providers,"according to a city report." This is entirely not the case and in fact our government video streaming solution, MediaTraq offers far more tools and is less expensive since our admitted goal is to have governments so delighted with our government video streaming solution that they choose to adopt our other end to end public meeting solutions in the future. Please see quote from an IT individual who migrated to us: "We recently migrated to IQM2 from Granicus and from a personal standpoint I could not be happier with the improvements in technology and support",Rich Booth,IT Director North Kingstown SD,RI As opposed to taking my word for it would you be so kind as to take some time to review our application and compare? It won't cost you anything but could save the City and your community a lot of money.You will not be disappointed. Can we set up a time to discuss and I can share other CA governments who have chosen to work with us. Thank you. 1 San Juan to choose new mayor Tuesday OCRegister An 18-month,$15408 contract for video webcasting services to Granicus Inc.Videos... Staff recommends the bid process be waived because Granicus has"many... Douglas Eden, COO Industry!News - Click Here to Join. IQM2 - Reconnecting Government and Citizens P: (631) 619-2017 ( doug0iam2.com Watch our Videos: IQM2 Overview I MinuteTraa I MediaTraa 2 WEBCASTING CITY COUNCIL MEETINGS J INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION SITUATION : The City Council directed staff to pursue webcasting for City Council and Community Redevelopment Agency (CRA) meetings at their City Council Retreat of August 7, 2011 . Staff recommends to implement webcasting, searchable agendas and videos of City Council and CRA meetings. INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION BACKGROUND: Open Access for the public to their local government is a key component in fostering awareness of current matters in the community. It also provides transparency and access to the deliberative process the City Council follows in reaching decisions. A growing number of municipalities are providing live and searchable meetings of their legislative body through webcasting INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION The following are nearby Orange County cities that provide these services through Granicus: *Neighboring Cities •Rancho Santa Margarita * •La Palma •Yorba Linda •Anaheim •Tustin •Laguna Beach •Westminster •Brea •Dana Point * •Buena Park •Orange •Fullerton •Mission Viejo * •Fountain Valley •Huntington Beach •Irvine * •Costa Mesa •Garden Grove •Newport Beach INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION Proposal : Live and On-demand webcasting of City Council and CRA meetings through the City' s website. Remotely controlled videotaping services. Archived , indexed and retrievable audio/videos and agenda reports. Detailed usage report on audience interest. Unlimited meetings and events (Audio Only) . Unlimited storage of archived audio/videos. INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION COST: Webcasting Services: One-time implementation costs $ 7327.00 (Hardware, software and training) Monthly Services $ 690.00* (*Free monthly services until July 1 , 2012) INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION COST: Video Services ( 1 Camera Option ) : One-time implementation costs $ 8,081 .25 (Equipment, installation, and initial License Fees) Monthly Services $ 387.00* (Includes two meetings, maintenance and equipment license fees) (*Additional meetings $129) INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION 1 Camera Option View • INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION COST: Video Services (4 Camera Option ) : One-time implementation costs $ 15,623.75 (Equipment, installation, and initial License Fees) Monthly Services $ 597.00* (Includes two meetings, maintenance and equipment license fees) (*Additional meetings $199) INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION 4 Camera Option View r w Z INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION COST: Two ( 2 ) 5019 Televisions : One-time cost $ 9,228.49 (Equipment, installation, and programing) One-time cost $ 440.00 (Electrical installation in ceiling) INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION FINANCIAL CONSIDERATION : Webcasting services are not included in Fiscal-Year 2011 -2012 budget. Staff has identified savings in the Information Technology Division budget of $ 18,246.25 to cover the cost of webcasting . However, the inclusion of two additional televisions will require an additional appropriation of $9700 from the Facilities Operations Fund Reserves. INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION FUTURE CONSIDERATIONS: Adding other public meetings (i.e. Planning Commission) (Proposal includes unlimited meetings for audio only. The cost to include video is $129 per meeting ( 1 Camera Option) or $199 per meeting (4 Camera Option)) Legislative Management Suite (Auto-generated agendas) Meeting Efficiency Suite (Capture live meeting actions directly into the public record - creating accurate minutes) Citizen Participation Suite (Citizen participation tool to increase public participation) INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION SUMMARY OF UPFRONT AND ONGOING COSTS: Not including the 2 50" Televisions Upfront Costs : $ 18, 246 .25 Ongoing Annual Costs* $ 12 , 924 .00 Annual cost starting FY 2012/2013. This cost includes unlimited meetings for audio only. INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION RECOMMENDATION : By motion, Approve a Personal Services Agreement with Granicus, Inc. for a webcasting media solution, video equipment and installation with a term of 18 months with an additional 3 terms of 1 year each; monthly management services for video professional services until June 30, 2011 ; and an additional cost to videotape 4 additional meetings , if needed in a total amount of $ 18,246.25; and. Approve the purchase and installation of 2 50" televisions for the City Council Chamber in the amount of $9,668.49; and, Approve the appropriation of $9,700 from Facilities Operations Funds Reserves. INCREASE PUBLIC MEETING EFFICIENCY, TRANSPARENCY, AND CITIZEN PARTICIPATION QUESTIONS Increase public meeting efficiency, transparency, and citizen participation . granicus , connecting government • E t IRCORP HRAiED E')6 1 1776 Presented to �� 1wtVC106 Who is Granicus? ■ Headquartered in San Francisco, CA, Cloud-based platform for government content ■ Solutions to help governments successfully achieve their transparency, legislative efficiency, and citizen participation initiatives ■ Pioneer of the Searchable Integrated Public Record ■ 25+ Years of Agenda Management and Legislative Workflow expertise ■ Exclusively serves nearly 1 ,000 government agencies at every level of government stream►nom media I�IISIIIPtiSrI`lllll'S Deloft#e. 2C)(l�) Technology FASTEST-GROWING PRIVATE COMPANIES 0 @9ranicus Granicus Overview La Crescenla-Montrose • • La Canada Altadena FI tr4ge Sierra Over 900 clients in all 50 states and at ( Madre Glendale Pas Arcadia every level of government Azusa San Marino Duarte • 99 % Customer Satisfaction Rating a I od Alha br*ot • win Vn•Beve HillgLos Ane F1�1 est Ranging in size from The US Congress to _: • a ca 'uiver City East Los Monte Orange and San Diego Counties, South • Angeles Hacienda Coast Water District OCTA and the City of rood Heights � ansa Huntington Pico Rivera Mission Viejo. I Rey Alsace Pari( Bell • Whittle p0 • Ing • od South Gate Do hit South '�/L Whittier La Habra Fulfilled over 23,000,000 citizen requests _l Segund . Hawt e • yn%vood Compto NO La Mirada B • Gardena Bnt lower • la ,Over 170,000 meetings online Re o • r,_ ParamouLak • Buen ' Et�eL Ralrna A Torr ce (:1 Carson (i� Cypress 1fH �RC9'Qiow— -�� WPO dnuary 1, a ,'ice iFco =�granicus. Solution Overview Citizen Meeting Legislative Participation Efficiency Management Government Training Transparency Management a AOO @)granicus, GranicusO Open Platform "We want to take the first steps in being more open to our citizens" ✓ Live and On-demand webcasting of your public meeting content ✓ Unlimited Meetings and Events ✓ Minimizes webcasting network impact ✓ Low Monthly Cost ✓ Completely Managed Solution jigranicus. Government TransparencySuite The easiest way to achieve transparency and open government ere were ree a resses a e Dunci. , Keep constituents informed LOUISU 1 -�; ', Q'V Council Minutes: e with searchable access 1- RegularCounciIMinutes-January 272011 Motion to approve made by Mary C.Woodridge and seconded by y.��� LO[IISVIIIeKBarbara Shanklin j1 Eliminate hours of work - B miteeMinutes vote.the cif minuteswerea daswdtten. RaSden[a 6asineas YLSIIotS rlAYnr FisLller tl[UO CegnLil aepartnSeM1[5 SeNKe OnKer _ - Committee MIISUtea index live ouisville r.aov Nome 2- Regular Appropriations NDFsand GlFS February2 21711 _ 3- Regular Eudaet-Febmary 3 201 Search: 10 Agenda items r•Captions Measure and report on All these wards: Einer keywords,ordinance or resolution 4- Regular Committee ofthe Whale-January 272011 audience interest This exact phrase:1 5. Regular Committee on Cgmmittees-February 8.2011 One or more of these words:or�0r 6- Reoular Community Affairs-February 2.2011 rr r rr ❑ o out none of these words: r 7- Regular Contracts and A000intmenEs February 1.2011 Offer downloadable podcasts Date Range; through B- Regular Government ro inent Acu nabilitp and Ethics Febmary 2. - MP3 and MP4 formats Sealah Ret+ tae3=, ana 2011 - 9- Reoular Labor&Economic Develooment-February 3 2011 '`--` ' 10- Reoular Parks Libranes Zoo and Cultural Assets-February Provide us Pee back n your sear h to Closed captioning, search - Council Minutes = 12011 2011 2019 2099 2908 - •[ommRtee Minutes 11- Reoular PEanninol2onina Land 6esion&krelcomenl- and indexed items available LooisvilleMetro Council SpecialProcEamaOon February 1.2011 Name Date Donalfan over mobile devices Council Meeting 03/24/11 01h 17m Agenda Minutes jIgMa m Council Meeting 03/10/11 01h 15m Agenda Minutes A& //�� Council Meeting 02/24/11 02h 48 m Agenda Minutes Yideo Newport Beach C/� Council Meeting 02/10111 02h 13m Agenda Minutes �Vlde wCouncil Meeting ol/27/11 nib 32m Agenda Minutes MP3 Audio http://www.newportbeaehea.gov/index council Meeting 01/06/11 01h 03m Agenda Minutes Yideo MP3 Audio .aspx?page=701 Arl-Hoo:CommitteeNOF's and CIF's Committee Budget committee j-a granicus. 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County W.lw aw Sa Uson MsIncl a Engnxwng and DinsW Sarwa.s to,P—slan d Wamr and Sanar SaNKe u,me Cont,Conk—Pmpary Description C RwscAuton App—g Flys,Ampbmani so Laasa Agraomanl qsT Ener Induease,.L P ILeg�siate is agovernment-speck paperless agenda and annotation application for users of the Gran-,Platform& Suites. 0 A-osutou APPvan i lrcanwe Agr..msnl min BASF Canavircaot Ch 11.LLC it klate Ssipporte 5 NEW IIUSMESS WhaYs New in Version 1.2 A canny Ad n rn,I nal -Added multiple nays to view an agenda -Added notes tab with a summary view of all no, -Added support for PDF agendas. rice ...Mor Categpry Productivity Updated Aug 04,2011 vers,an.1 z :Pad Screenshots Sae 4 1 MB Lengoage€nglish Sellar.Javier Muniz €Gran s.Inc. saaav o..-K -^^- Rated4io .�tao.+, aw..int,�,aamr.+rM.mm rs�n.� A Asaw.an®ra ysw.wc @granicus BroadcastManager TM 1000 One Robotic Camera i Stationary during meetings dl N Ability to Re-position Camera �- for Special Presentations/Dais Seating Changes Televise to Granicus Z r Required e o S to f f qu ed granicus® r BroadcastManager Tm 4000 s Four Robotic Cameras stationary during meetings -w/Ability -p to Re-position Cameras for special presentations/dais seating changes Televise to Granicus ' k Zero Staff Required granicus, MeetingEfficiency Suite "We would like more automated live meetings and more accurate minutes" , ■ 2 � ® 0A v' Build more accurate minutes " D - � b faster using rules of order r.-r^.l .,. 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W EFiSrIRM WTM W[OhSutT;]r _ Optionally empower elected officials to take actions via Jla aD0/IGMA.FnEaTOr MES_ J la. rr]eaYFEa]Ertr wIT"sTFCF"w iw_ .J la. urFTrDUBrt]YO.I TO MAG4FFM("_ touch screen voting „` ."FADYEM"O.IMM.^E�ti j, granicus Legislative Management Suite "Agenda management and citizen info requests are too time consuming" ■ Auto-generate agendas, cutting time by as much as 90% ■ Automate agenda item ern 4N approvals with email approval Auto-Generate Generate Minutes routing Agendas in Real-Time ■ Easily search and track the entire histor of le islation Submit Final y g Agenda i Action ■ Direct open government Items � a Enactment requests to an automated *WM Online Legislative Research Track Legislative History Publish to Web Center r jigranicus. Citizen Participation Suite "We want to engage our citizens in a more productive way" Public eComment on n o granicus. AGENDA " City Council Meeting City of Sacramento Tuesday.May 18,2010 SkTee Dl—stere tum Fublk efanmen!Farm Wlettpnr[v Vk C1[p M rdmM[a KtrnrtYn[,RA r,uS5 m prr mfM.lbuY - Cay Naif-415l Srreer-First Floor Council Chamber � wnmmu wm necm wise Ne altrka[recae. pram w.romoi..�m.nur w,w e..rr«emrm All items listed are heard and acted upon by the Sacramento City Your Details Select Agenda Item Comment Council unless otherwise noted. ssuaoelt.n B. nrtl Riser Pa.-WarmCmOn/2emi"®tlua awelvPnpi tgerinnNl. t}[ n Spatial Meeting Agenda[Updated on 543-10 at 3:15 P.M.1 "°✓<•`['ae°rea[a aryeim ra°r°°'n,r"[Y v"`°`ima r m"`°„”'°`"`.i°°,n`n`"eu°in°°'.m°[m'°,n"'e`i Illlw{''[IIII me ignr M°anri uevr.mumlrmitv,vzbmnsi n9Vrm0.aM tM rrvanvn of CrtY a°,M We rrM avow[b reed Rrm..RPennrd eneta"tten[PrcAaY rtviovvsN to euunmvGte the mreN-ru deMpameM1,eiMi 9q ef,wve "rytrN rCavaev mnrUintlwtrwf vv,iwnlvhr.nvvenn MV MM peer W0lrrry amnee Cmlm.arv>ae xWksaammWwt L Closed Sesson Aoenda V1810 Poe�t,,,kY,u„wt.n".,e<.eR�,,,..c.;u.na,e wrhr,,.h.s.r ane ar°lee ur»�wu,e nue„m bw d.m�re Iw evrwbk wNw as=tiev"a 6rlarpwn eNrwmEFcemwnmlrvfaw[hntrwkbe rdpmnt ev tlw Wdasm, r SUPPLEMENTAL Special Meeting Agenda Item[Update d 5-17-2010ue wrwzma aerekvmmanw__za w; 11:45 and ✓red�r,�Ca•NOpr.dR nw�.-�,[r, pu0lic CCm men[Summa ry Rdemewr..".eRr.�.:.wtp..eeammrremw Suoo!emenlal5oecial Meeting Agenda Rain lPID Ft,�KS) rotxeoneTmnt — °°""""•*"-•^r^`•"^•°'" ,-� �-"°'• Print Agenda 051810Agenda iPDF-82KBi JI_ Open session-6:08 p.meubnc comments pecans Roll tall Y,.ra,ea.v...e r.....,.,...�...,,.._,,.,,•......e. ^•.�•'er.....-.�..w o, r .r Pledge of Allegiance ,.,_„�.,...r.,,,.,,.o.._e,.,,,,..,,,...,.e,.....,,„,�,�,•,,,..,,,,.,..•-_. Closed Session Report Special PresentationsfGeneral Communlutions 4 submit Submit and choose another item a. Recognition of May l 6-May 22 as"National Public Works - Week" e� — G.� t"~), a ^— f jagranicus.) What can Granicus do for the City of San Juan Capistrano... 1 . Increase Government Transparency 2. Improve communication with for citizens and the public by providing them the tools and convenience to access public information at any time and from anywhere. 3. Reduce Public Information Requests with searchable, self-service access tools online at any time and from anywhere. . 4. Proactively inform citizens with agenda and keyword subscriptions. 5. Deliver a rich user experience by linking documents to media . 6. Reduce the amount of paper consumption to increase green initiatives. 7. Provide Unlimited Meeting Bodies, unlimited storage and retention of all your public meetings and non meeting content. as iJ�4 2 1961 1776 @)9rannicus Thank you ! Transparwwy s+ar+s Awe. cU,granicus N CITY OF A ,S OSE N . .1 JQS- CAPFEAL OF SILICON G't1T,I,:EY June 25, 2010 NOTICE OF RECOMMENDATION OF AWARD WEBSTREAMING SOFTWARE AND SERVICES (RFP 09-10-19) 1 RECOMMENDATION The City of San Jose recommends the award of contract for the Webstreaming Software and Services to Granicus, Inc. based on their proposal receiving the highest overall score. The evaluation team determined that Granicus' proposed solution is the most advantageous to the City and unanimously agreed with recommendation of award. 2 EVALUATION SUMMARY The City received five proposals in response to the RFP solicitation issued on March 5, 2010. The proposal from Teranomic was deemed non-responsive because it did not meet the minimum qualifications. In accordance with RFP, the remaining four responsive proposals were evaluated based on the evaluation and weighting criteria specified in Section 14.6. The evaluation scores are summarized below: Max Sire Evaluation Category Points Granicus IQM2 Pictrorl* Technolo ies Experience 20 19 12 9 16 Technical 50 49 39 38 45 Subtotal 70 '''; 67 51 47 61 Cost 20 16 20 17 Local 5 0 0 , . 0 Small 5 0 0 .. ..:' _ 0 Total 100 831 71. .M 79 Pictron did not meet the 50% of available points for the Experience category as required in RFP Section 14.7 and was disqualified from further consideration. 3 ADDITIONAL INFORMATION Staff recommends Granicus because their proposed solution met or exceeded all of the RI=P specifications, provided the most detailed and comprehensive proposal, demonstrated a superior understanding of the City's requirements and submitted a competitive cost proposal. For these reasons the evaluation team concluded that Granicus provided the most advantageous proposal to the City. 0 Q CITY OF W �iAN k_11SE C CAVAL OF SILICON VALLEY June 25, 2010 NOTICE OF RECOMMENDATION OF AWARD WEBSTREAMING SOFTWARE AND SERVICES (RFP 09-10-19) 1 RECOMMENDATION The City of San Jose recommends the award of contract for the Webstreaming Software and Services to Granicus, Inc. based on their proposal receiving the highest overall score. The evaluation team determined that Granicus' proposed solution is the most advantageous to the City and unanimously agreed with recommendation of award. 2 EVALUATION SUMMARY The City received five proposals in response to the RFP solicitation issued on March 5, 2010. The proposal from Teranomic was deemed non-responsive because it did not meet the minimum qualifications. In accordance with RI=P, the remaining four responsive proposals were evaluated based on the evaluation and weighting criteria specified in Section 14.6. The evaluation scores are summarized below: Max Sire Evaluation Category Points Granicus IQM2 Pictron r Technologies Experience 20 19 12 9 16 Technical 50 49 39 38 45 Subtotal 70 67 51 47 61 Cost 20 16 20 ..^ ... 17 Local 5 0 0 .;.. 0 Small 5 0 0 0 Total 100 831 71 79 Pictron did not meet the 50% of available points for the Experience category as required in RFP' Section 14.7 and was disqualified from further consideration. 3 ADDITIONAL INFORMATION Staff recommends Granicus because their proposed solution met or exceeded all of the RFP specifications, provided the most detailed and comprehensive proposal, demonstrated a superior understanding of the City's requirements and submitted a competitive cost proposal. For these reasons the evaluation team concluded that Granicus provided the most advantageous proposal to the City. CITY.OF CAN TAL OF SILICON VALLE'Y' REQUEST FOR PROPOSAL RFP 09- 10-19 WE STREAMING SOFTWARE & SERVICES March 5, 2010 CONTENTS 1 INTRODUCTION........ .......... ............................ ....... ............................. 2 SUMMARY OF OBJECTIVES.............................................................................................1 3 CURRENT ENVIRONMENT................................................................................................1 4 MINIMUM QUALIFICATIONS .............................................................................................1 5 PROCUREMENT TIMELINE...............................................................................................2 6 CONTACT INFORMATION .................................................................................................2 7 COMPLETE RFP..................................................:..............................................................2 8 HOW TO OBTAIN THIS RFP..................................................................................... ...3 9 PROCEDURE FOR SUBMITTING QUESTIONS AND INQUIRIES....................................3 10 OBJECTIONS......................................................................................................................3 11 SUBMISSION OF PROPOSALS.........................................................................................3 12 LATE PROPOSALS............................................................................................................4 13 RESPONSE DOCUMENTS/ SUBMISSION REQUIREMENTS.........................................4 14 REVIEW PROCESS AND EVALUATION CRITERIA.........................................................6 15 BASIS OF AWARD .............................................................................................................7 16 PROTESTS..........................................................................................................................7 17 GENERAL INFORMATION .................................................................................................8 18 GROUNDS FOR DISQUALIFICATION...............................................................................8 19 ADDENDA AND INTERPRETATION..................................................................................9 20 PROPOSAL SUBMISSION .................................................................................................9 21 EXAMINATION OF PROPOSED MATERIAL.....................................................................9 22 CODE ADHERENCE, PERMITS AND FEES-...................................................................9 23 TERMS AND CONDITIONS OF AGREEMENT................................................................10 24 LOCAL AND SMALL BUSINESS PREFERENCE............................................................1© 25 PUBLIC NATURE OF PROPOSAL MATERIAL...............................................................11 26 NON-DISCRIMINATIONINON-PREFERENTIAL TREATMENT.......................................11 27 CITY BUSINESS TAX.......................................................................................................11 28 ENVIRONMENTALLY PREFERABLE PROCUREMENT POLICY....... .......-.................12 ATTACHMENT A- STATEMENT OF REQUIREMENTS..........................................................13 ATTACHMENT B -COST PROPOSAL FORM.........................................................................19 FOR HOSTED WEBSTREAMING .............................................................................................19 ATTACHMENT C- PROPOSAL CERTIFICATION..........................-...,.....,..............................20 ATTACHMENT D- PROPOSER QUESTIONNAIRE................................................................22 ATTACHMENT E- PREVIOUS CUSTOMER REFERENCE WORKSHEET............................24 ATTACHMENT F- LOCAL & SMALL PREFERENCE.............................................................25 ATTACHMENT G EXEMPLAR AGREEMENT.......................................................................26 ATTACHMENT H - SPECIFICATIONS COMPLIANCE MATRIX .............................................47 I INTRODUCTION 1.1 The City of San Jose is interested in purchasing a web based solution for Webstreaming, installation, hosting and related services for the purpose of live streaming, indexing and archiving on the Internet City Council and other content including audio, video and other types of data. 1,2 The proposal shall be of a commercially available solution and can be demonstrated at an installed production site. The City is not interested in a custom software solution. 1.3 The term of the agreement will be five years, with three, two-year options to renew. 2 SUMMARY OF OBJECTIVES 2.1 For the past five years, the City has been using the MediaManagerTm hosted solution from Granicus Inc. The purpose of this RI=P is to determine if there is a similar solution available at a better price. 2.2 The current contract with Granicus will expire on or about August 8, 2010. The annual price for ongoing hosting services including technical support and monitoring is $28,200. 2.3 The City in its sole discretion may reject any or all proposals received. 3 CURRENT ENVIRONMENT The City is currently using the MediaManager solution provided by Granicus Inc. This system can be viewed at following URL: http://saniose.granicus.com/ViewPub[isher.php?view id=2. If there is no meeting Currently in Session, scroll down to view video of a previous meeting or other archived content. Over the last five years, the City has recorded nearly 1,200 individual files of meetings and other programming. Collectively, this represents over 2,000 hours of content. All of this content is currently archived with Granicus, and is available for public view. In addition to the audio and video content, each file has its own corresponding agenda, closed- caption data, index "jump-to" points and associated documents that would need to be transitioned if contract is awarded to another company. Any prospective company will need to factor the transition cost of these records into their cost proposal. 4 MINIMUM QUALIFICATIONS 4.1 Proposers must have at least five years of experience developing and implementing Webstreaming Systems for governmental agencies. The years of experience must be provided in the Attachment C— Proposal Certification. 4.2 Proposers must submit three customer references of recent Webstreaming contracts and installations, preferably with other public agencies. Reference information must be provided using Attachment D —Previous Customer Reference. RFP 09-10-19 Webstreaming Software&Services Page 1 5 PROCUREMENT TIMELINE TASK DATES RFP release date: March 5, 20110 Deadline for written questions/clarification: March 29, 2010 Deadline for objecting to the Due by Close of Business specifications: City to respond to submitted written April 2, 2010 inquiries and/or clarification requests. Response to be distributed on BidSync via addendum RI=P Due Date: April 26, 2010 Time: 4:00 PM Deadline (Pacific Time) Location: City of San Jose— Finance Department Attention: Purchasing, Maria Contreras-Tanori 200 E. Santa Clara St., 131h Floor Tower San Jose, CA 95113-1905 6 CONTACT INFORMATION Maria Contreras-Tanori Phone: (408) 535-7099 Fax: (408) 292-6480 E-mail: maria.contreras-tanori@sanjoseca.gov 7 COMPLETE RFP This document describes the goals and objectives of this procurement, the RFP process, and RFP provisions. In addition, the following attachments, exhibits and/or appendices are included: 7.1 ATTACHMENTS: Attachment Title A Requirements, Statement of Work B Cost Proposal Form C Proposal Certification Form D Proposer Questionnaire E Previous Customer Reference Form F Local/Small Business Enterprise Preference Request G Exemplar Agreement with Exhibits (Including Insurance Requirements) H Specification Compliance Matrix RF' 09-10-19 Webstrearning Software&Services Page 2 8 HOW TO OBTAIN THIS RFP 8.1 This RFP may be downloaded from the BidSync e-Procurement system located at www.bidsync.com . Suppliers can also find a link at the City of San Jose Bid-Line Web site at www.sanjoseca.gov/purchasing/default.asp. At either Web site, follow the links to register for the on line service. You may register for free either on-line or by calling BidSync Vendor Support at 1-801-765-9245 and telling the support representative that you are registering for City of San Jos6 procurements. 8.2 All addenda and notices related to this procurement will be posted by the City on BidSync. In the event that this RFP is obtained through any means other than BidSync, the City will not be responsible for the completeness, accuracy, or timeliness of the final RFP document. 9 PROCEDURE FOR SUBMITTING QUESTIONS AND INQUIRIES Questions pertaining to this RFP should be submitted via BidSync System as described above in Section 8. Please submit all questions by the deadline indicated in the procurement timeline, Section 5. The City will provide a written response to all pertinent questions in the form of an Addendum. 10 OBJECTIONS Any objections as to the structure, content or distribution of this RFP must be submitted in writing to the purchasing contact identified in Section 6 prior to the submission deadline for Questions and Answers. Objections must be as specific as possible, and identify the RFP section number and title, as well as a description and rationale for the objection. 11 SUBMISSION OF PROPOSALS 11.1 Submit one (1) original and three (3) copies of the technical proposal clearly marked as such. The outside of the box or package and the cover or title page of each proposal shall be marked as follows: RFP 09-10-19, Webstreaming Software and Services Proposal. In addition, include an electronic copy of your proposal on a CD or DVD, in pdf format. 11.2 Submit one (1) copy of your cost proposal (Attachment B) in a separate sealed envelope clearly marked on the outside: RI=P 09-10-19, Webstreaming Software and Services Cost Proposal. Include an electronic copy on the CD or DVD required in Section 11.1. 11.3 Refer to the procurement timeline in Section 5 for due dates and delivery locations. 11.4 All Proposals shall be submitted as hard copy bound documents. The Original hard copy version of the proposal will be considered the official proposal submission. 11.5 Hard copy RFP documents are to be printed on paper that contains a minimum of 30% PCW, Chlorine Free. 100% PCW, Chlorine Free is preferred. 11.6 All pages shall be sequentially numbered and a table of contents shall be provided. 11.7 The font size on each page shall be 11 point Times New Roman or Arial font. RFP 09-10-19 Webstreaming Software&Services Page 3 11.5 The pages shall be double sided with single line spacing. 12 LATE PROPOSALS Late proposals shall be rejected and returned to the Proposer. This deadline is absolute and proposals received after the due date and time shall not be considered. Proposers must select a method of delivery that ensures proposals will be delivered to the correct location by the due date and time. 13 RESPONSE DOCUMENTS 1 SUBMISSION REQUIREMENTS In order to expedite the evaluation process, each Proposal shall be organized in accordance with this section. Proposals that do not follow the specified format outlined below, or fail to provide the required documentation, may receive lower scores, or if found to be non-responsive, be disqualified. In the event of any conflict between any of the Proposal documents, resolution thereof shall be in the City's sole discretion. Proposals shall include the following information in the format indicated 13.1 COVER LETTER Include a transmittal letter identifying the Contractor's firm and the proposal package being submitted. Include other important general information that is deemed significant enough to be highlighted. The letter shall provide the name, title, address, telephone number, and fax number of the individual authorized to contractually bind the firm and be signed by the authorized individual. 13.2 EXECUTIVE SUMMARY Include a summary containing highlights of the proposal approach, describing how the project team would be organized, and how the Contractor will ensure responsiveness to City staff and project requirements. 13.3 TECHNICAL RESPONSE 13.3.1 Management Plan that demonstrates the Proposer's qualifications and ability to perform the services described in Attachment A. The Management Plan should address at minimum the following information: 13.3.1.1 Describe the functional and/or organizational structure of overall organization. 13.3.1.2 Project Timeline describing key milestones and estimated completion dates (not more than 30 days). 13.3.1.3 Describe the staffing plan you intend to employ in order to provide the required services. Include any relevant qualifications and experience of staff who will be used to provide the services. 13.3.1.4 Outline background, past experience and organizational qualifications that enable your company to provide the required services. 13.3.1.5 24/7 support/monitoring activities, list activity and hours per week. 13.3.1.6 Identify any requirements or expectations as to the resources the City must have available to implement the project. 13.3.1.7 Scheduled maintenance activity. RFP 09-10-19 Wehstreaming Software&Services Page 4 13.3.1.8 Service Levels, guaranteed uptime (City goal is 99.99%), service level response time during outage/failure, credits or penalty for not meeting the guaranteed uptime. Indicate average percentage uptime at other installations. 13.3.1.9 Additional information: Any other relevant information that supports the quote. 13.3.2 High Level Project Plan with timeline 13.3.3 Key Personnel Assignments/Responsibil!ties 13.3.4 One Page Resume for each Key Personnel 13.3.5 A copy of any Software Licensing and Maintenance Agreement that would apply to the software you are proposing. 13.3.6 A demonstration copy of the software you are proposing that will allow evaluators to review functionality and ease-of use. Instructions providing links to a demonstration web site is acceptable in lieu of a CD. 13.3.7 An end-user manual or user guide for the software you are proposing. 13A ATTACHMENTS 13.4.1 Required Attachment Submittals — The following documents must be completed and submitted with your technical proposal: 13.4.1.1 Attachment B, Cost Proposal. Submit in accordance with Section 11.2 13.4.1.2 Attachment C, Proposer Certification 13.4.1.3 Attachment D, Proposer Questionnaire 13.4.1.4 Attachment E, Previous Customer Reference Worksheet Three references are required. include a list of at least three clients that would substantiate the Contractor's experience. Contacts should be individuals who can verify performance on projects of a similar scope and budget as this project. 13.4.1.5 Attachment G, Exemplar Agreement with Exhibits. Note any exceptions to the Teras and Conditions of the Exemplar Agreement. If there are no exceptions, please return the first page of the Agreement marked "No Exceptions". Please note that excessive changes may result in lower proposal scores, or disqualification of proposal. 13.4.1.6 Attachment H, fully completed Specifications Compliance Matrix. 13.4.2 Optional Attachment Submittals The following documents are required, but will not result in immediate disqualification of your proposal if they are incomplete, or inadvertently omitted from your proposal. However, failure to submit these forms with your proposal, or incomplete submittals, may result in a lower overall score. 13.4.2.1 Attachment F, Local and Small Business Preference, This form must be provided the proposer is requesting consideration. if this form is not included with your proposal, consideration for local and small business preference shall not be granted. This form may not be submitted at a later date. RFP 09-10-19 Webstreaming Software&Services Page 5 14 REVIEW PROCESS AND EVALUATION CRITERIA 14.1 PROPOSAL RESPONSIVENESS Proposals that fail to meet the following requirements will be disqualified from further consideration: 14.1.1 Proposals that fail to meet the Minimum Qualifications as outlined in Section 4. 14.1.2 Proposals that fail to meet the mandatory requirements outlined under Attachment G "Specifications Compliance Matrix" will be disqualified from further consideration. 14.1,3 Required Documentation: Proposals will be reviewed to determine if all required documentation was included with the proposal submittal as described in Section 13. 14.2 PROPOSAL REVIEW AND EVALUATION 14.2.1 Technical proposals will be evaluated against the general criteria and weighted scores will be applied as described in Section 14.6. 14.2.2 The City may seek written clarification from any or all proposers in order to better understand and evaluate the proposed solution. This process may not be used as an opportunity to submit missing documentation or to make substantive revisions to the original proposal. 14.3 COST PROPOSAL.REVIEW AND EVALUATION Pricing will be evaluated and weighted in accordance with the table in Section 14.6. Pricing shall be firm fixed for the initial five years, the period of time stated in the Pricing Form. During this period the price may not change. 14.4 PRESENTATIONSIORAL INTERVIEWS Finalists (proposals determined to have scored in the competitive range) may be invited to present oral presentations for the purpose of introducing key members of the project team, and allowing the City to fully understand the Proposer's ability to meet the evaluation criteria. Oral presentations will not be scored separately. Instead the City may modify proposal scores and resulting rankings based on the oral presentation. 14.5 BEST AND FINAL OFFER(BAFO) 14.5.1 A Best and Final Offer (BAFO) may be held with finalists that have scored in the competitive range if additional information or clarification is necessary in order to make a final decision. The BAFO may allow proposers to revise their original technical and/or cost proposals based on information received from the City. The City will send out the request for a BAFO with instructions addressing the areas to be covered and the date and time in which the BAFO is to be submitted. After receipt of the BAFO, scores may be adjusted based on the new information received in the BAFO. 14.5.2 The City will request only one BAFO, unless the Chief Purchasing Officer determines in writing in the procurement file that another BAFO is warranted. RFP 09-10-19 Webstrearning Software&Services Page 6 14.5.3 Proposers are cautioned that the BAFO is optional and at the sole discretion of the City. Therefore, Proposers should not assume that there would be an additional opportunity to amend their technical or price proposals after the original submission of technical and price proposals. Proposers may not request an opportunity to submit a BAFO. 14.6 PROPOSAL EVALUATION WIEIGH'nNG CRITERIA Criteria Weight Experience.. 20% Technical Capabilities 50% Cost 20% local Business Preference 5% Small Business Preference 5% TOTAL 100% 14.7 With the exception of points assigned for Cost, Local and Small Business Preference, proposals must score at least on half or 50% of the total available points for each category that is being scored. Failure to do so will result in disqualification of that proposal from further consideration. r 15 BASIS OF AWARD 15.1 Award will be based on the overall highest ranked proposer score in accordance with Section 14.6. 15.2 Should the City, in its sole discretion, determine that a secondary award is required, award will be to the second highest ranked proposer. 15.3 Should either of the selected proposers fail to provide post award documents as required, the City, in its sole discretion, may withdraw the award recommendation, and select the next highest ranked proposer for award. 15.4 The City reserves the right to accept an offer in-full, or in-part, or to reject all offers. 16 PROTESTS 16A If an unsuccessful Proposer wants to dispute the award recommendation, the Protest must be submitted in writing to the Purchasing Officer no later than ten calendar days after announcement of the successful Proposer, detailing the grounds, factual basis and providing all supporting information. Protests will not be considered for disputes of proposal requirements and specifications, which must be addressed in accordance with Section 10. Failure to submit a timely written Protest to the Purchasing Officer will bar consideration of the Protest. 16.2 The address for submitting protests is: City of San Jose 200 East Santa Clara Street, 13th Floor San Jose, CA 95113 Attention: Purchasing Officer RFP 09-10-19 Webstreaming Software&Services Page 7 17 GENERAL INFORMATION 17.1 The City reserves the right to accept or reject any item or group(s) of items of a response. The City also reserves the right to waive any informality or irregularity in any proposal. Additionally, the City may, for any reason, decide not to award an agreement as a result of this RFP or cancel the RI=P. The City shall not be obligated to respond to any proposal submitted, nor be legally bound in any manner by submission of the proposal. 17.2 The City is not required to accept the lowest price proposal. Responses will be evaluated to determine the most advantageous proposal on a variety of factors including but not limited to price, implementation costs, design quality, features, and performance. 17.3 Final award shall be contingent upon reaching an agreement on software licensing terms, if applicable. 17.4 Do not include sales tax in your price quotation. The City will work with the selected supplier to add sales tax as appropriate, and will incorporate it into the Purchase Order. 17.5 Statistical information contained in this RFP is for informational purposes only. The City shall not be responsible for the complete accuracy of said data 17.6 The City reserves the right to verify any information provided during the RFP process and may contact references listed or any other persons known to have contracted with the Proposer. 17.7 The City may require financial statements for the last two fiscal years as certified by an independent Certified Public Accountant. Do not submit these documents unless they are requested. 18 GROUNDS FOR DISQUALIFICATION 18.1 All Proposers are expected to have read and understood Council Policy 0-35 titled Procurement and Contract Process Integrity and Conflict of Interest adopted on February 6, 2007. A complete copy of the policy can be found at: htt ://www.sanioseca. ov/clerk/c manual/CPM 0 35, df 18.2 Any proposer who violates the Policy will be subject to disqualification. Generally, the grounds for disqualification include: 18.2.1 Contact regarding this procurement with any City official or employee or Evaluation team other than the Procurement Contact from the time of issuance of this solicitation until the end of the protest period. 18.2.2 Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms, or conditions of this proposal. 18.2.3 Influencing any City staff member or evaluation team member throughout the solicitation process, including the development of specifications. 18.2.4 Evidence of submitting incorrect information in the response to a solicitation or misrepresent o fail to disclose material facts during the evaluation process. RFP 09-10-19 Webstreaming Software&Services Page 8 18.3 In addition to violations of the Process Integrity Guidelines, the following conduct may also result in disqualification: 18.3.1 Offering gifts or souvenirs, even of minimal value, to City officers or employees. 18.3.2 Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and the City. 18.3.3 Evidence of Proposer's inability to successfully complete the responsibilities and obligations of the proposal. 18.3.4 Proposer's default under any City agreement, resulting in termination of such Agreement. 19 ADDENDAAND INTERPRETATION 19.1 The City shall not be responsible for nor be bound by any oral instructions, interpretations or explanations issued by the City or its representatives. Should discrepancies or omissions be found in this RFP or should there be a need to clarify the RFP, requests for clarification may be sent via BidSync. 19.2 Proposer requests for clarification shall be deliverable as stated in Section 9. Any City response to a request for clarification will be made in the form of an addendum to this RFP. All addenda shall become part of this RI=P. 20 PROPOSAL SUBMISSION 20.1 This RFP does not commit the City to pay any.costs incurred in the submission of a proposal or in making any necessary studies or designs for the preparation thereof, nor the purchase or contract for the services. 20.2 After acceptance of the successful proposal by the City, the successful Proposer(s) shall be obligated to enter into an agreement consistent with the proposal submitted. 20.3 Should the successful Proposer fail to execute the agreement, the City shall have the right to seek legal remedies against the Proposer, including forfeiture of the Proposal Bond, if any, and an action for damages and shall have the right to award to the next responsive Proposer. 21 EXAMINATION OF PROPOSED MATERIAL The submission of a proposal shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and that they have read and understood the RFP. No request for modification of the statement shall be considered after its submission on grounds that Proposer was not fully informed as to any fact or condition. 22 CODE ADHERENCE PERMITS AND FEES Contractor shall agree to abide by all laws, rules and regulation of the United States, State of California, Santa Clara County, and the City of San Jose, securing all necessary licenses and RFP 09-10-19 vvebstrearning Software&Services Page 9 permits in the connection with resulting contract at no additional cost to the City. Successful contractor must have or obtain a current City of San Jose business license. 23 TERMS AND CONDITIONS OF AGREEMENT 23.1 Upon conclusion of the RFP process, City Staff will make a recommendation to the City Council regarding the selection based upon the evaluation of the proposals. The City will enter into negotiations with one or more Proposer(s). Proposer(s) shall enter into a contract with the City in substantial conformity with the selected proposal and the form of the City's Standard Terms and Conditions. Attachment G, Exemplar Agreement, outlines the City and its standard terms and conditions as part of the agreement between the City and the successful Proposer. The City reserves the right to negotiate project deliverables and associated costs. 23.2 All agreements will require the Proposer to adhere to the terms of their proposal and to act in accordance with all applicable laws and regulations. 23.3 An agreement shall not be binding or valid with the City unless and until it is executed by authorized representatives of the City. r 23.4 INSURANCE REQUIREMENTS 23.4.1 The selected Proposer(s), at Proposer's sole cost and expense and for the full term of the Agreement or any extension thereof, shall obtain and maintain, at a minimum, all of the insurance requirements outlined in Attachment G, Exhibit C. 23.4.2 All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City of San Jose as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. The selected Proposer agrees to provide the City with a copy of said policies, certificates and/or endorsements. 23.4.3 Certificate of Insurance, as required, shall be provided to City within ten days of the notice of award. Failure to provide the required Certificate of Insurance may result in withdrawal of the Award, and award to the next highest ranked proposer. 24 LOCAL AND SMALL BUSINESS PREFERENCE Chapter 4.12 of the San Jose Municipal Code provides for a preference for Local and Small Businesses in the procurement of contracts for supplies, materials and equipment and for general and professional consulting services. The amount of the preference shall be 5 points if the business is local and an additional 5 points if the business is small. In order for the proposer to be eligible for local and/or small business preference, the proposer must complete Attachment F, Request for Contracting Preference for Local and Small Businesses. If the proposer fails to complete this form and submit it with the proposal, the proposer will be denied consideration for local/small business preference. This information cannot be submitted later. The preference shall only be considered for the prime Proposer(s). However, in the event that the proposing firm is a Joint Venture (JV) or Partnership as indicated on the Proposal Certification Form (Attachment F, then the Local Preference shall apply if any one of the firms in the JV or Partnership meets the definition for a local business. In order for a JV or Partnership to be considered for the Small Business Preference, then the aggregate of all of the employees that make up the JV or partnership must meet the definition for a small business. RFP 09-10-19 Webstreaming Software&Services Page 10 25 PUBLIC NATURE OF PROPOSAL MATERIAL 25.1 All correspondence with the City including responses to this RFP will become the exclusive property of the City and will become public records under the California Public Records Act (Cal. Government Code section 6250 et seq.) All documents that you send to the City will be subject to disclosure if requested by a member of the public. There are a very limited number of narrow exceptions to this disclosure requirement. 25.2 Therefore, any proposal which contains language purporting to render all or significant portions of their proposal "Confidential", "Trade Secret" or "Proprietary", or fails to provide the exemption information required as described below will be considered a public record in its entirety subject to the procedures in Section 25.5. 25.3 Do not mark your entire proposal as "confidential". 25.4 The City will not disclose any part of any proposal before it announces a recommendation for award, on the ground that there is a substantial public interest in not disclosing proposals during the evaluation process. After the announcement of a recommended award, all proposals received in response to this RFP will be subject to public disclosure. If you believe that there are portion(s) of your proposal which are exempt from disclosure under the Public Records Act, you must mark it as such and state the specific provision in the Public Records Act which provides the exemption as well as the factual basis for claiming the exemption. For example, if you submit trade secret information, you must plainly mark the information as "Trade Secret" and refer to the appropriate section of the Public records Act which provides the exemption as well as the factual basis for claiming the exemption. 25.5 Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City of San Jose may not be in a position to establish that the information that a Proposer submits is a trade secret. If a request is made for information marked "Confidential, "Trade Secret" or "Proprietary' the City will provide Proposers who submitted the information with reasonable notice to seek protection from disclosure by a court of competent jurisdiction. 26 NON-DISCRIMINATION/NON-PREFERENTIAL TREATMENT The successful Proposer agrees that there shall be no discrimination against, or segregation of, any person, on account of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, marital status, or family status, in connection with or related to the performance of San Jose contracts. 27 CITY BUSINESS TAX The Proposer(s) shall be required to comply with the San Jose Municipal Code Chapter 4.76 with respect to payment of the City Business Tax prior to any commencement of work. Contact Finance/Revenue Management at (408) 535-7455 to determine the applicable tax costs. RFP o9-1 0-19 Webstreaming software&Services Page 11 28 ENVIRONMENTALLY PREFERABLE PROCUREMENT POLICY 28.1 The City has adopted an "Environmentally Preferable Procurement" (EPP) policy. The goal is to encourage the procurement of products and services that help to minimize the environmental impact resulting from the use and disposal of these products. These products include, but are not limited to, those that contain recycled content, conserve energy or water, minimize waste or reduce the amount of toxic material used and disposed. Computers and other electronics are a growing focus of environmentally preferable purchasing activities due to their high prominence in the waste stream, their numerous hazardous chemical constituents, and their significant energy use. Moreover, when these products are improperly disposed of they can release hazardous substances that pollute the environment. 28.2 In support of this policy, the selected supplier will be required to work with the City to apply this policy where it is feasible to do so. In addition, proposers should address any environmental considerations with their proposal response. 28.3 The entire EPP policy may be found in the City's internet site at the following link: http,f/www.sanjoseca.gov/esd/natural-energy-resources/PDFs/EP3_2007.pdf RFP 09-10-19 Webstreaming Software&Services Page 12 ATTACHMENT A— STATEMENT OF REQUIREMENTS INSTRUCTIONS FOR RESPONDING TO THIS SECTION: Respond to each requirement, and clearly indicate if the requirement is currently available, available through configuration performed by vendor, available through configuration performed by City, or the requirement is not available. • Comment on each specification as required to assist City in understanding how the requirement is met. Please be as concise in your response as possible. e Where appropriate, provide supporting documentation such as screen shots, sample reports and user documentation in order to demonstrate how the specification is addressed. Note: Responses such as "will comply" are not acceptable. The City is interested in understanding the current capabilities of your proposed solution in meeting the City's specifications. The System must provide the requirements as described below: 1 GENERAL SYSTEM REQUIREMENTS 1.1 For public users, solution must be hosted 100% including distribution and storage. Solution shall also possess capabilities for internal users covered in section 11. 1.2 The hosting site must be capable of 24x7x365 operation. This includes redundant network connections, redundant web servers and all other items necessary to host a web site with negligible downtime to ensure 99.99% system uptime. 1.3 The hosted Solution shall include Webstreaming content and Podcasting services and features. 1.4 Solution must provide unlimited storage for all recorded content. In addition, Contractor shall provide for additional bandwidth requirements for any special internet broadcasting for 247 Live Cam broadcasting for extended periods of time up to 1000 GB (1 TB) per month of data transfer at no extra cost. 1.5 Solution must be web-enabled allowing users to access the solution with a web browser. The current City standard web browser is Windows Internet Explorer version 6.0 (or next generation supported version). Client/server applications will not be considered. 1.6 Solution must be intuitive and easy to use. Training shall be available to staff as necessary in order to fully understand the most advanced user and administrative features of the solution. 1.7 Support a minimum of one thousand concurrent users for live and archived streams, including redundant storage. 1.8 Provide a system that will multicast audio/video at bandwidth appropriate for client connection. Shall provide multiple bitrates between 549 Kbps and 56 Kbps with a minimum 320 x 240 frame size. Lower bitrates shall be biased for quality of audio. For internal streams, bitrates up to 1 MBps and frame sizes up to 640 x 480 for 4:3 and 854 x 480 for 16:9 must be available. 1.9 System shall have capability to encode in 4:3 and 16:9 aspect ratios. RFP 09-10-19 Webstreaming Software&Services Page 13 1.10 System shall stream at selected bitrate without hesitation or rebuffering unless due to network traffic outside the vendor's control. 1.11 Archived streaming of all broadcast recordings complete with all associated documents, graphical materials, web links, presentations and synchronous closed-caption data (provided by existing contract with outside vendor). Content shall be archived on remote, vendor managed server(s). 1.12 The City may exercise the option to route requests for video or other materials archived by the vendor-supplied system onto a server within its own network. Such a system must operate via intelligent IP redirect, which automatically recognizes IP addresses within the City network and redirects internal users to an internal stream identical to external streams. The system must also be able to automatically conduct such redirects for live streams. Internal and external users shall have an identical experience that is transparent to all users. 1.13 Recordings shall be archived by date and content type. The ability shall exist to index each agenda item or section within each file. Archived video shall be keyword-searchable using either transcript or agenda text. 1.14 The hosting site must be secure. The Security must prevent any unauthorized access via the Internet that could either prevent viewing (denial of service) or deface the site. The security measures include providing a site that is "hardened" per industry best practices, maintained in a way that new vulnerabilities are addressed in a timely manner and intrusions are prevented. 2 PROFESSIONAL.SERVICES 2.1 INITIAL SETUP, INSTALLATION AND IMPLEMENTATION 2.1.1 Must be able to fully implement and deploy system in 30 days, while being completely transparent to users and causing no interruption in availability of content, either existing or new. 2.1.2 Provide installation of operating software. Vendor shall include in the price quotation all required work for setup and customization as necessary to fully implement system. 2.1.3 Provide full system tuning and testing. 2.1.4 Web viewing pages customized to City's look-and-feel. By implementation date, system shall offer at least as many view pages as are currently in use at time of award (33 as of 3/3110) and shall have the ability to create additional view templates as deemed necessary by City staff. 2.1.5 Customized Player skin to match City's look-and-feel. 2.1.6 Agenda and minutes document customization to City template. 2.1.7 Hardware configuration and optimization. 2.1.8 Setup of encoder, analog audio/video feeds. LAN/WAN connections, power supplies and backups. RFP 09-10-19 Webstreaming Software&Services Page 14 2.1.9 Training session(s) for staff as appropriate for each user group (plus hourly rate for future training sessions), City will determine scheduling. Vendor shall supply all necessary manuals, both standard and customized as necessary to fully provide users the information to operate system. 2.2 ON-GOING MANAGED SERVICES 2.2.1 2417 technical support and system remote monitoring 2.2.2 Provide Podcasting services and feature 2.2.3 Mobile Encoder Support 3 ENCODING CAPABILITIES 3.1 Ability for City Staff to perform live event scheduling 3.1.1 Provide scheduling ability for upcoming broadcasts (both live multicast and prerecorded content multicast.). 3.2 Automatic web publishing by City Staff. 3.3 Live indexing by City Staff 3.3.1 Provide tools that enable and enhance news and event clipping (that is, schedulable, unattended recording of programming with automatic indexing of point-in-time occurrences in closed caption text of predefined keywords). 3.4 Automatic archiving of recordings for future viewing. 4 PUBLISHING AND ARCHIVING OF RECORDINGS BY VENDOR 4.1 Within an hour of conclusion of live stream transmission of meeting by City Staff; and 4.2 With a searchable index (which can be created real-time during live recording and afterward during replay), allowing for easy access by authorized City staff to find and view recordings on demand on their PC's (in order to eliminate the need to re-watch recording to build the searchable index); and 4.3 Publishing via dynamic webpage creation while minimizing time between recording and publishing. 4.4 System shall provide for hosted archive up to one year with unlimited storage and data transfer up to 1000 GB (1 TB) at no extra cost. 5 MOBILE ENCODING 5.1 Provide and configure software to allow for mobile encoding on hardware provided by the City. RFP 09-10-19 Webstreaming Software&Services Page 15 5.2 Install, set-up and test the operation of the mobile encoding software according to manufacturer's specifications. 5.3 Provide for City Staff to remotely annotate minutes and audio recording software on laptop. 5.4 Provide same functions as Section 3 Encoding 5.5 Ability for City Staff to remotely synchronize and publish as in Section 3 Encoding through uploading capability. .5.6 No Internet connection shall be required to achieve above remote functions. 5.7 User interface for mobile recording shall be virtually identical to the user interface used for onsite recording. 6 REPORTING BY VENDOR 6.1 System shall have dynamically-updating online reporting component capable of displaying: 6.1.1 Information specific to the status of encoder(s)feeding data to vendor. 6.1.2 A link to all archived video grouped by program/meeting type and showing details of video including length of clip and date of entry. 6.1.3 Direct access to each clip mentioned above. 6.1.4 A user administration module if service is configured for multiple users with unique logins. 6.1.5 List shall be sortable by name, login ID, e-mail address and date created. 6.1.6 Unique users shall be able to create customized views for displaying their desired information. 6.1.7 System shall be able to save different browser "skins" and manage each through interface. 6.1.8 System shall display server status including name, control port, multicast yin, firewall compatibility yin and operational status. 6.1.9 Hits/requests viewable by encoder, event type and specific clip. System shall display number of clips and date of file access. 6.1.10 Available storage for encoder(s) 6.1.11 An event log showing current status of each encoder. 6.1.12 Usage reports showing number of views of individual recordings within specified date range. 6.1.13 Usage reports showing number of live viewers on an individual encoder during a specified date range. RFP 09-10-19 Webstreaming Software&Services Page 16 6.1.13.1 The reports mentioned above in items 6.12 and 6.13 shall show viewers listed by internal City viewers vs. external viewers. 6.1.13.2 Reports must be exportable with accompanying charts and graphs in Adobe .pdf format. 7 ADMINISTRATIVE/STAFF USER ACCESS 7.1 System shall have options for single or multiple users 7.1.1 For multiple users, system shall include administrator-selectable privileges for read-only, write and system administration. Permissions shall be selectable by recording type, category or folder. 8 OTHERIARCHITECTUREANTERFACE 8.1 System shall use Windows Media format. 8.2 System shall be capable of using MPEG-4 format. , 8.3 System shall use Microsoft Silverlight or similar technology to give users of Mac computers functionality equivalent to Windows users. 8.4 System shall be. compatible with existing Osprey 240 encoders. 8.5 System shall be scalable, capable of a minimum of three (3) encoders, which can encode simultaneous, unique signals on day one, expandable at City's option to a minimum of ten (10) simultaneous, unique signals. 8.6 System shall use Y/C video input, and be upgradeable to serial digital (SDI) interface. 8.7 System shall be Vista and/or Windows 7 compatible 8.8 System shall be compatible with current versions of Internet Explorer, Safari, I=irefox, Netscape and Opera web browsers. 9 TRANSITION TO NEW CONTRACTOR 9.1 Proposer must provide transition plan to migrate all media records currently stored and archived at Granicus within 30 days with no or minimal disruption to the City or to the availability of content. 9.2 Any such Proposer must identify all associated costs to transition from Granicus in their cost proposal. 9.3 Equivalent functionality using existing content must be available. This shall include uninterrupted access to all existing data including but not limited to: audio, video, caption data, index points, documents and web links. All existing content must be accessible using an interface similar to current and be available in a clear and organized manner. RFP 09-10-19 Webstreaming Software&Services Page 17 10 O tion#1: PROVIDE ABILITY FOR CITY STAFF TO CREATE COUNCIL MINUTES 10.1 Ability for City staff to annotate meeting live during the meeting and amend and update afterwards 10.2 Ability for City staff to capture roll call, motions, votes and discussion summaries as they occur through on-line data entry 10.3 Ability for City staff to pre-load agenda items and documents before meetings 10.4 Allow City Staff random access via searchable text 10.5 The City reserves the right to acquire this option and whether to implement this 'Council Meeting Creation' component of the system at any time an Agreement between the City and Vendor is in effect. Pricing for this component shall be indicated as separate line Item. 11 OPTION#2: ALLOW FOR ONSITE MIRRORED ARCHIVE AND INTELLIGENT IP REDIRECT 11.1 Ability to mirror content with onsite or on-premise server connected to City's network that is provided, managed and maintained by the Proposer. The onsite solution would allow for City to: 11.1.1 Retain all content older than one year, and 11.1.2 Automatically and transparently route internal (City) requests for content to the City server, rather than the hosting server. Such ability must be available for both live and archived content. 12 OPTION#3: VOTE LOG SYSTEM TO TRACKISEARCH VOTING RECORDS 12.1 Organize meeting actions in table view format to show meeting motions and the names of voting members. 12.2 Advanced sort and search capabilities. 12.3 Reporting capabilities. RFP 09-10-19 Webstreaming Software&Services Page 18 ATTACHMENT B — COST PROPOSAL FORM FOR HOSTED WEBSTREAMING Description Quantity Unit Price Extended lUM Price Hardware if an -On-site/On Premise Server Subtotal Software attach list if necessary) ... Single User (multiple logins, with single user ID and equivalent access privileges) - Multi User (multiple logins, with unique user ID's and variable levels of access privileges) Subtotal Professional Services 1. Initial Setup: - Installation - Customization of Views 2. Training (x session(s) @ x hours each). By user Group (IT, City Clerk, Video Production Staff) - Future Training as required $ hr Subtotal 3. On-Going: - Hosted Distribution & Storage I Transition Costs New Contractor Only) Subtotal Shipping TOTAL Additional Bandwidth Web Cam >1000 GB per month $ GB -Option #1 —Council Minutes Module -Option #2 — City-Managed Server Option #3 —Vote Log Tracking of Voting Records OTHER 1. Name and version of product quoted: 2. Do not include sales tax in your quotation. City will work with selected supplier to determine and apply sales tax as applicable. 3. Include all applicable shipping and handling charges in your above quoted process. (Signature) (Printed Name) (Date) (Company Name) RPP 09-10-19 Webstreaming Software&Services Page 19 ATTACHMENT C— PROPOSAL CERTIFICATION NO PROPOSAL SHALL BE ACCEPTED WHICH HAS NOT BEEN SIGNED IN INK IN THE APPROPRIATE SPACE BELOW Proposing Firm Name: Address: Telephone: Fax: Number of Years in Webstreaming Industry: (5 years required per Section 4.1) Contact person name and title: Telephone & Fax (if different than above) PROPOSER REPRESENTATIONS 1. Proposer did not, in any way, collude, conspire or agree, directly or Indirectly, with any person, firm, corporation or other Proposer in regard to the amount, terms, or conditions of this proposal. 2. Proposer additionally certifies that neither proposer nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local governmental agency. 3. Proposer acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RI=P document or permitted by formal addenda are accepted by the CITY. 4. Proposer did not receive unauthorized information from any CITY staff member or CITY Consultant during the Proposal period except as provided for in the Request for Proposal package, formal addenda issued by the CITY, or the pre-proposal conference. 5. Proposer hereby certifies that the information contained in the proposal and all accompanying documents is true and correct. 6. Please check the appropriate box below: ❑ If the proposal is submitted by an individual, it shall be signed by him or her, and if he or she is doing business under a fictitious name, the proposal shall so state. ❑ If the proposal is submitted by a partnership, the full names and addresses of all members and the address of the partnership, the full names and addresses of all members and the addresses of the partnership, the full names and addresses of all members and the address of the partnership shall be stated and the proposal shall be signed for all members by one or more members thereof. ❑ If the proposal is submitted by a corporation, it shall be signed in the corporate name by an authorized officer or officers. ❑ If the proposal is submitted by a limited liability corporation, it shall be signed in the corporate name by an authorized officer or officers. ❑ If the proposal is submitted by a joint venture, the full names and addresses of all members of the joint venture shall be stated and it shall be signed by each individual. RFP 09-10-19 Webstrearning Software&Services Page 20 By signing below, the submission of a proposal with all accompanying documents shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RI=P process, its procedures and requirements, and that they have read and understand the RFP. Authorized Representative (sign name): Authorized Representative Name (print name): Authorized Representative Title (print title): Complete additional �. signatures below as required per## 6 above sr Authorized Representative Name (sign name): Authorized Representative Signature (print name Authorized Representative Title (print title): Authorized Representative Name (sign name): Authorized Representative Signature (print name): Authorized Representative Title (print title): NO PROPOSAL SHALL BE ACCEPTED WHICH HAS NOT BEEN SIGNED IN INK IN THE APPROPRIATE SPACE ABOVE RFP 09-10-19 Webstreaming Software&Services Page 21 ATTACHMENT D — PROPOSER QUESTIONNAIRE All information requested in the Questionnaire shall be furnished by the Proposer, and shall be submitted with the Proposal. Statements shall be complete and accurate and in the form requested. Omission, inaccuracy or misstatement may be cause for the rejection of a proposal. Name of Proposer exactly as it is to appear on a management services agreement and address which Proposer would designate under the Notice provision of the agreement: Proposer, if selected, intends to carry on the business as Individual ( } Partnership ( }, Joint Venture ( ), Corporation ( ), Other( ): If"Other" attach explanation. If a partnership or joint venture, attach a copy of the partnership agreement or joint venture agreement and identify the participants: A. NAME ADDRESS SHARE B. Date of Organization: C. General or Limited Partnership (if applicable) D. Agreement Record County State Date E. Registered in California? If so, when? If a corporation, answer the following: A. When incorporated? B. In what state? C. Authorized to do business in California? If so, what date? Have you ever had a bond or surety denied, canceled, or forfeited? YES NO ❑ If yes, state name of bonding company, date, amount of bond and. reason for such cancellation or forfeiture in an attached statement Have you ever declared bankruptcy or been declared bankrupt? YES ❑ NO If yes, state date, court jurisdiction, docket number, amount of liabilities and amount of assets. Has your company every had any agreements cancelled? YES NO If yes, give details. Has your company ever been sued by any organization for issues pertaining to fee payment, performance, or other related issues? YES ❑ NO If yes, give details. Are you currently engaged in merger or acquisition negotiations, or do you anticipate entering into merger or acquisition negotiations within the time period of this Request for Proposal? YES M NO If yes, give details. Attach copy of such agreement(s). RFP 09-10-19 Webstreaming Software&Services Page 22 Are you now engaged in any litigation which does now or could in the future affect your ability to pay fees or perform under this Agreement? YES N4 If yes, give details. The undersigned hereby declares under penalty of perjury that all statements, answers and representations made in this questionnaire are true and accurate, including all supplementary statements hereto attached. In the case of a corporate Proposer, the signature of one duly authorized representative is sufficient. Signature Signature (Please Print or Type name (Please Print or Type name) Title Title RFP 09-10-19 Webstreaming Software&Services Page 23 ATTACHMENT E — PREVIOUS CUSTOMER REFERENCE WORKSHEET Provide reference information for the product you are proposing and used in a manner and environment similar in size and scope to the requirements of this project. Please copy this form as appropriate. Proposer Company Name: Name of Customer: Customer Contact and Title: Customer Address: Customer Phone No.: Email: Location: Date of installation and operation: Date of acceptance: Term of contract (start/end date) Dollar value of Contract $ Provide a grief description of the work that you performed for this customer and the general technology used (use additional sheets if necessary): (Use additional sheet(s) as needed) RFP 09-10-19 Webstreaming Software&Services Page 24 ATTACHMENT F— LOCAL & SMALL PREFERENCE City of San .Tose Request for Contracting Preference for Local and Small Businesses Chapter 4.06 of the San Jose Municipal Code provides for a preference for Local and Small Businesses in the procurement of contracts for supplies, materials and equipment and for general and professional consulting services. The amount of the preference depends on whether the vendor qualifies as a Local Business Enterprise* or Small Business Enterprise`*and whether price has been chosen as the determinative factor in the selection of the vendor. In order to be a Local Business Enterprise(LBE)you must have a current San Jose Business Tax Certificate Number and have an office in Santa Clara County with at least one employee. If you qualify as an LBE you can also qualify as a Small Business Enterprise(SBE)if the total number of employees (regardless of where they are located)of your firm is 35 or fewer. There are two ways in which the preference can be applied. In procurements where price is the determinative factor(i.e. there are not a variety of other factors being considered in the selection process)the preference is in the form of a credit applied to the dollar value of the bid or quote. For example, a non-local vendor submits a quote of$200 per item and a LBE submits a quote of$204 per item. The LBE receives a 2.5% credit on the quote, which equals approximately$5 and thus the LBE will win the award because the quote is evaluated as if it had been submitted as$199. In procurements where price is not the determinative factor such, as an RFP, typically a variety of factors are evaluated to determine which proposal best meets the City's needs. In procurements such as these, a qualified LBE will be given 5%and a qualified SBE will be given an additional 5%of the total points in the scoring, The following determinations have been made with respect to this procurement: (for official use only) Type of Procurement ❑ Bid ❑ Request for Quote ® Request for Proposal Type of Preference ❑ Price is Determinative ® Price is Not Determinative Amount of Preference LBE preference = 2.5%of Cost LBE preference = 5%of Points SBE preference = 2.5%of Cost SBE preference = 5%of Points In order to be considered for any preference you must fill out the following statement(s) under penalty of perjury. Business Name Business Address Telephone No. Type of Business ❑ Corporation ❑ LLC ❑ LLP ❑ General Partnership ❑ Sole proprietorship ❑ Other(explain) "LOCAL BUSINESS ENTERPRISE (LBE) PREFERENCE In order to qualify as an LBE you must provide the following information: Current San Jose Business Tax Certificate Number Address of Principal Business Office or Regional, Branch or Satellite Office with at least one employee located in Santa Clara County: **SMALL BUSINESS ENTERPRISE (SBE) PREFERENCE In order to qualify as an SBE you must qualify as an LBE and have 35 or fewer employees. This number is for your entire business --NOT just local employees, or employees working in the office address given above. Please state the number of employees that your Business has: Based upon the forgoing information I am requesting that the Business named above be given the following preferences (please check): ❑ Local Business Enterprise ❑ Small Business Enterprise I declare under penalty of perjury that the information supplied by me in this form is true and correct. Executed at: California Date: Signature Print name --�.---_--_ RFP 09-10-19 Webstreaming Software&Services Page 25 ATTACHMENT G—EXEMPLAR AGREEMENT AGREEMENT FOR THE PURCHASE OF BETWEEN THE CITY OF SAN JOSE AND This Agreement is entered into as of Month day,2010 between the City of San Jose, a municipal corporation ("City") and LQompany.Name a Statej{type of company ("Contractor"). RECITALS 1. City has issued a Request For Proposal (RFP)for the purchase of System; 2. Contractor has the necessary expertise and skill to perform such services and Contractor's Proposal can meet City's needs; 3. Contractor has a good understanding of City's requirements; and 4. Based on this in-depth understanding and combining it with Contractor's knowledge and experience Contractor warrants that their proposal will meet the City's specifications and requirements as described in the Scope of Services; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS; 1 Agreement Documents The documents forming the entire Agreement between City and Contractor shall consist of this Agreement including: EXHIBIT A-Scope of Services EXHIBIT A1- Performance Schedule EXHIBIT A2- Procurement System f=eatures EXHIBIT B-Compensation EXHIBIT C Insurance Requirements EXHIBIT D-Change Order Form EXHIBIT E- Notice of Option to Extend Agreement EXHIBIT F - Privacy and Disclosure Policy EXHIBIT G - Proposal Response EXHIBIT H - City of San Jose RFP# fName of RFP1 In the event any discrepancies or inconsistencies between the provisions of this Agreement and any of the above-referenced documents arise,the provisions of this Agreement will prevail. To the extent not inconsistent with this Agreement between the City and Contractor, including this Scope of Services, Contractor's response and Proposal {RFP# and Name}(EXHIBITS G and H)shall supplement the Statement of Work(Exhibit A)and be subject to the terms and conditions of the Agreement. In the event of conflict between these documents, the Scope of Services shall take precedence over the Proposal. This Agreement and the Exhibits set forth above, contain all of the agreements, representations and understandings of the Parties hereto, and supersede and replace any previous understandings, commitments, or agreements, whether oral or written. Any other terms or conditions included in any shrink- wrap or boot-screen license agreements, quotes, invoices, acknowledgments, bills of lading, or other forms RFP 09-10-19 Webstreaming Software&Services Page 26 utilized or exchanged by the Parties shall not be incorporated in this Agreement or be binding upon the Parties unless the Parties expressly agree in writing or unless otherwise provided for in this Agreement. 2 Term of Agreement 2.1 Term The term of this Agreement is from Month date 2010 to Month day, 2015; inclusive, subject to the provisions of Section 9. 2.2 Option to Extend The City reserves the right to extend the term of this Agreement for three (3) additional two-year terms ("Option Periods"). City shall provide Contractor prior written notice in the form of Exhibit E of its intention to exercise its option prior to the end of the then current Term 3 Scope of Services 3.1 Scope of Work Contractor agrees to perform the services set forth in the Scope of Work which is attached as Exhibit A hereto and incorporated as though fully set forth herein (the"SOW'). 3.2 Equipment Any additional equipment required for final acceptance as detailed in Scope of Services (Exhibit A) but not reflected in the Contractor's proposal and pricing shall be the sole responsibility of the Contractor and at no cost to the City. 3.3 Notification Contractor agrees to notify City promptly of any factor, occurrence, or event coming to its attention that may affect Contractor's ability to meet the requirements of the Agreement, or that is likely to occasion any material delay in completion of the projects contemplated by this Agreement. Such notice shall be given in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. 3.4 Privacy and Disclosure Contractor agrees in the performance of services to comply with City's Privacy and Disclosure Policy set forth in Exhibit F entitled "Privacy and Disclosure Policy",which is attached hereto and incorporated herein. Contractor shall ensure that all webpages that it creates are consistent with the Policy. Contractor further agrees that it shall treat all information received through the performance of this Agreement in strict accordance with the Policy. 4 Data and f=acilities Contractor acknowledges that it has in its possession all applicable specifications and drawings, and all other documents to which reference is made herein and/or which are matched hereto, and all such data are adequate to enable Contractor fairly to determine its ability to perforin the work called for herein at the price and in accordance with the schedule set forth: Contractor represents that it now has or can readily procure without assistance of City all facilities, machinery and equipment necessary for the performance of this purchase order. 5 Standards of Service In connection with the performance of any Services pursuant to this Agreement: RFP 09-10-19 Webstreaming Software&Services Page 27 5.1 Number of Employees Contractor warrants it will provide sufficient employees to complete the Services ordered within the applicable time frames established pursuant to this Agreement. f=urthermore, Contractor shall, at its expense, supply all tools, equipment and other materials necessary to perform the Services contemplated in this Agreement. 5.2 Skill of Employees Contractor warrants that employees shall have sufficient skill, knowledge, and training to perform Services and that the Services shall be performed in a professional and workmanlike manner. 5.3 Duty of Confidentiality All data, documents, discussions or other information developed or received by or for one party in performance of this Agreement are confidential and must not be disclosed to any person except as authorized by the other party, or as required by law. The receiving party warrants that all employees utilized by it in performing Services are under a written obligation to the receiving party requiring the employee to maintain the confidentiality of information of the other party. 5.4 Security and Safety Contractor shall require employees providing Services at a City location to comply with applicable City security and safety regulations and policies. City may require each employee providing Services to undergo a background investigation, including, but not limited to a criminal records and fingerprint check. Contractor shall promptly replace any employee found to be unacceptable to City, in its discretion, on the basis of a significant infraction found in the background investigation. 5.5 Contractors obligations to employees Contractor shall provide for and pay the compensation of employees and shall pay all taxes, contributions, and benefits (such as, but not limited to, workers' compensation benefits) which an employer is required to pay relating to the employment of employees. City shall not be liable to Contractor or to any employee for Contractor's failure to perform its compensation, benefit, or tax obligations. Contractor shall indemnify, defend and hold City harmless from and against all such taxes, contributions and benefits and will comply with all associated governmental regulations, including the filing of all necessary reports and returns. 5.6 Replacement of Employees During the course of performance of Services, City may request replacement of an employee or a proposed employee, provided that there is reasonable cause. In such event, Contractor shall, within five (5)working days of receipt of such request from City, provide a substitute employee of sufficient skill, knowledge, and training to perform the applicable Services. If, within the first thirty (30) days after an employee's commencement of Services, City notifies Contractor (1) such employee's level of performance is unacceptable, (2) such employee has failed to perform as required, or (3) such employee, in City's sole opinion, lacks the skill, knowledge or training to perform at the required level, then Contractor will be required to review the work performed by said employee, confirm the quality of work, and correct any items the Contractor deems incorrect. If City requests replacement of an employee for the above-referenced reasons after such thirty (30) day time period, or at any time for a reason other than the reasons indicated above. 5.7 Schedule of Performance Contractor shall perform the Services according to the terms and provisions of the Milestone Schedule contained in Exhibit A, Scope of Services. Time is expressly made of the essence with respect to each and every term and provision of this Agreement. RFP 09-10-19 Webstreaming Software&Services Page 28 6 Chan a Order Procedure and Authorization 6.1 Changes Any changes to this Agreement after the Effective Date that relate to (i) the deletion of Products or Services, (ii)adding additional Products, or Services (Ili)changing or modifying Products or Services, or (iv) making other changes that materially alter the scope of this Agreement or the Deliverables required under this Agreement, including approval of all performance andlor.payment schedules shall be made by the Director of Finance in accordance with the procedures set forth below. 6.2 Contract Change Requests Either party hereto may, from time to time, and at any time during the term hereof request a change, as defined in the above section. (The party requesting the change is hereinafter referred to as the "Requesting Party.") Requests for changes shall be in writing and shall be addressed and delivered to the other party. Such writing shall be identified as a "Contract Change Request," shall carry a sequential number for ease of tracking, shall set forth in detail the nature of the change requested and the costs associated therewith, and shall identify the Products, Services, Deliverables or Schedules to be changed. 6.3 Procedures As soon as practical after receipt by the notified party of copies of the Request, the parties shall as necessary meet to discuss the change and to ascertain its cost and schedule impacts, if any. 6.4 Change Orders If the parties decide to implement a change request, a standard form Change Order("CO") shall be prepared in a form substantially similar to the form attached hereto as Exhibit D, which CO shall describe the change, delineate the cost, schedule, and other impacts of the change and the payment terms for any price increase. Only City's Director of Finance and Contractor's Authorized Representative shall have authority to execute CO's to this Agreement. Execution of a CO by City's Director of Finance and Contractor's Authorized Representative shall constitute a modification hereof and shall be binding on both parties hereto. 7 Compensation 7.1 Contract Price The Total Contract Price in U.S. dollars shall not exceed ("Maximum Compensation"). The terms, rate and schedule of payment are set forth in the attached Exhibit B, entitled "Compensation." Contractor will submit to City invoices that include a breakdown of services provided for the corresponding milestone in accordance to attached Exhibit B, entitled "Compensation." City will make payments to Contractor within thirty (30)days after the date of each invoice. City will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S.financial institution. 6 Taxes and Charges Contractor shall be responsible for payment of all taxes, fees contributions or charges applicable to the: conduct of Contractor's business. RFP 09-10-19 Webstreaming Software&Services Page 29 9 Termination 9.1 Termination for Convenience City shall have the right to terminate this Agreement, without cause, by giving not less than sixty (60) days'written notice of termination. 9.2 Termination for Default If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice. 9.3 Termination Authority The Director of Finance ("Director") is empowered to terminate this Agreement on behalf of City. 9.4 Consequences ofTennination In the event of termination, Contractor shall deliver to City copies of all reports, documents, and other work performed by Contractor under this Agreement, and upon receipt thereof, City shall pay Contractor for services performed and reimbursable expenses incurred to the date of termination. 10 Indemnification I Contractor shall defend, indemnify and hold harmless City, its officers, employees and agents against any claim, loss or liability arising out of or resulting in any way from work performed under this Agreement due to the willful or negligent acts (active or passive) or omissions by Contractors officers, employees or agents. The acceptance of said services and duties by City shall not operate as a waiver of such right of indemnification. 11 Warranty Against Infringement If any article sold hereunder is covered, or is purported to be covered by any patent or copyright, Seiler agrees to defend, indemnify and hold harmless the City, its officers, agents and employees, from and against it by any and all suits, claims,judgements and costs instituted or recovered against it by any person or persons whomsoever, on account of the purchase, use or resale of such article by city in violation or claimed violation of any rights under patent or copyright. 12 Insurance Requirements Contractor agrees to have and maintain the policies set forth in Exhibit C, entitled "Insurance Requirements," which is attached hereto and incorporated herein. All policies, endorsements, certificates and/or binders shall be subject to approval by the Risk Manager of the City of San Jose as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. Contractor agrees to provide City with a copy of said policies, certificates and/or endorsements before work commences under this Agreement. 13 Waiver Contractor agrees that City's waiver of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver of any other provision or a waiver of any subsequent breach or violation of the same or any other provision. City's acceptance of the performance of any of Contractor's services will not be a waiver of any provision of this Agreement. RFP 09-10-19 Webstreaming Software&Services Page 30 14 independent Contractor Contractor, in the performance of this Agreement, is an independent contractor. Contractor shall maintain complete control over all of Contractor's employees, any subcontracting subcontractors, and Contractor's operations. Neither Contractor nor any person retained by Contractor may represent, act, or purport to act as the agent, representative or employee of City. Neither Contractor nor City is granted any right or authority to assume or create any obligation on behalf of the other. 15 Compliance with Laws Contractor shall comply with all applicable laws, ordinances, codes and regulations (collectively, "laws") of the federal, state and local governments, including without limitation, any and all laws specified elsewhere in this Agreement. 16 Conflict of Interest Contractor shall avoid all conflict of interest or the appearance of conflict of interest in performance of this Agreement. 17 Nondiscrimination Contractor agrees that there shall be no discrimination against, or segregation of, any person, on account of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity, national origin, marital status, or family status, in connection with or related to the performance of this Agreement. 18 Gifts 18.1 Prohibition on Gifts Contractor acknowledges that Chapter 12.08 of the San Jose Municipal Code prohibits City's officers and designated employees from accepting gifts as defined in Chapter 12.08 18.2 No Offer Contractor agrees not to offer any City officer or designated employee any gift prohibited by Chapter 12.08. 18.3 Breach of Agreement Contractor's offer or giving of any gift prohibited by Chapter 12.08 will constitute a material breach of this Agreement. In addition to any other remedies City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 9 of this Agreement. 19 Disqualification of Former Employees Contractor is familiar with Chapter 12.10 of the San Jose Municipal Code ("Revolving Door Ordinance") relating to the disqualification of City's former officers and employees in matters which are connected with their former duties or official responsibilities. Contractor shall not utilize either directly or indirectly any officer, employee, or agent of Contractor to perform services under this Agreement, if in the performance of such services, the officer, employee, or agent would be in violation of the Revolving Door Ordinance. RFP 09-10-19 Webstreaming Software&Services Page 31 20 Confidential and Proprietary Information 20.1 Confidentiality All data, documents, discussions or other information developed or received by or for Contractor in performance of this Agreement are confidential and must not be disclosed to any person except as authorized by City, or as required by law. 20.2 Ownership of Materials All reports, documents or other materials developed or discovered by Contractor or any other person engaged.directly or indirectly by Contractor to perform Contractor's services are City's property without restriction or limitation upon their use. 20.3 Ownership of Data The City shall maintain ownership and control of the data throughout the contract period. Contractor shall have the right to use the data solely to perform services under the Agreement with the City. Contractor may not use the data, a subset of the data, and/or a summary of the data, or, cause or permit the data, a subset and/or a summary, to be used by any third party, outside the scope of the Agreement without the express written consent of the City. Contractor shall provide City with a copy of the data in a mutually agreed upon format at regular intervals and at such additional times as the City deems appropriate. Contractor warrants that throughout all operational and maintenance activities the accuracy of the database will be preserved. 20.4 Enforcement The City and Contractor agree that damages are not adequate, and no adequate remedy at law exists for any threatened or actual disclosure or use of information by Contractor in violation of the provisions of this Agreement. Accordingly, Contractor consents to the entry of an injunction against threatened or actual disclosure or use of the information in violation of any provision of this Agreement. 21 Contractoes Books and Records 21.1 Maintenance during Term Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other documents evidencing or relating to charges for services, or expenditures and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement. 21.2 Maintenance after Term Contractor shall maintain all documents, which demonstrate performance under this Agreement for a minimum period of three (3)years, or for any longer period required by law, from the date of termination or completion of this Agreement. 21.3 Inspection Any documents required to be maintained pursuant to this Agreement must be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Contractor shall provide copies of such documents to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor's address indicated for receipt of notices in this Agreement. RFP 09-10-19 Webstreaming Software&Services Page 32 21.4 Custody of Records Where City has reason to believe that any of Contractor's documents relating to this Agreement may be lost or discarded due to dissolution, disbandment or termination of Contractor's business, City may, by written request by any of the above-named officers, require that custody of the Contractors documents be given to City and that these documents be maintained in City Hall. City agrees to grant access to Contractors documents to any parry authorized by Contractor, Contractor's representatives, or Contractor's successor-in-interest. 22 Ass�bili The parties agree that the expertise and experience of Contractor are material considerations for this Agreement. Unless specifically authorized by this Agreement, Contractor may not assign the performance of any obligation or interest under this Agreement without the prior written consent of City. Any attempt by Contractor to assign this Agreement, in violation of this Section, will be voidable at City's sole option. 23 Subcontractors 23.1 Authorized Subcontractors Notwithstanding Section 22 (Assignability) above, Contractor may use designated subcontractors at its own discretion. Contractor shall be responsible for directing the work of the approved subcontractors and for any compensation due to subcontractors. City assumes no responsibility whatsoever concerning such compensation. 23.2 Compliance with Agreement Contractor shall ensure that Contractor's subcontractors comply with this Agreement. At City's request, Contractor shall require any or all of Contractors subcontractors to sign an agreement with Contractor requiring compliance with this Agreement. 24 Governing Law This Agreement must be construed --and its performance enforced--under California law. 25 Venue In the event that suit is brought by either party to this Agreement, the parties agree that venue must be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California. Contractor further agrees that in the event a lawsuit involving this Agreement is filed by City, Contractor will unconditionally accept the jurisdiction of a federal or state court located in Santa Clara County, California. 26 Notices All notices and other communications required or permitted to be given under this Agreement must be in writing and must be personally served, or mailed, postage prepaid via U. S. mail, or sent via courier service, addressed to the respective parties as follows: To City: Director of Finance City of San Jose 200 E. Santa Clara St, San Jose, CA 95113 RFP 09-10-19 Webstrearning Software&Services Page 33 To Contractor: Notice will be effective on the date personally delivered or if sent by courier service, on the date of receipt. If mailed, notice will be effective three(3)days after deposit in the mail. The parties may change their respective addresses in accordance with the provisions of this Section. 27 Miscellaneous 27.1 Survival of Provisions If any part of this Agreement is for any reason found to be unenforceable, all other parks nevertheless remain enforceable. 27.2 Assignment Subject to the provisions of Section 22(Assignability), this Agreement binds and inures to the benefit of the parties and their respective successors and assigns. 27.3 Headings The headings of the sections and exhibits of this Agreement are inserted for convenience only. They do not constitute part of this Agreement and are not to be used in its construction. 27.4 Authority of City Manager Where this Agreement requires or permits City to act and no officer of the City is specified, City's Manager or the designated representative of City's Manager has the authority to act on City's behalf. APPROVED AS TO FORM: City of San Jose a municipal corporation gy Senior Deputy City Attorney Name: Title: Date: (Contractor Name) a(State} company SY Name: Title: Date: RFP 09-10-19 Webstreaming Software&Services Paye 34 Exhibit A Scope of Services (insert) RFP 09-10-19 Webstrearning Software&Services Page 35 Exhibit A-1 Performance Schedule 1 Proiect Manager Contractor will assign a Project Manager who has the requisite skills and experience to perform his or her duties. Contractor's Project Manager will manage the performance of their staff to ensure all contractual obligations are rendered. Except in emergency circumstances, Contractor will not reassign or replace the Project Manager without prior written notice to City. Contractor will replace Project Manager, only with equally qualified persons. City will not be responsible for any costs associated with changes in Contractors staff. 2 Schedulin & Planning RFP 09-10-19 Webstreaming Software&Services Page 36 Exhibit A-2 Procurement System Features inset RFP 09-10-19 Webstreaming Software&Services Page 37 EXHIBIT B COMPENSATION 1. Compensation: 1.1 The maximum amount payable for all products and services provided under this Agreement shall not exceed . Any additional services requested by the City that would exceed the preceding maximum amount will be addressed in accordance with the Change Order Procedures. No additional services will be performed unless both parties execute a Change Order outlining the services requested and the compensation agreed for such services. 1.2 Payment for any part or parts of the System provided hereunder, or inspection or testing thereof by City, shall not constitute acceptance or relieve Contractor of its obligations under this Agreement. City may inspect the components of the System when delivered and reject upon notification to Contractor any and all the System,which does not conform to the Specifications or other requirements of this Agreement. Components of the System,which are rejected shall be promptly corrected, repaired, or replaced by Contractor. if City receives components of the System with defects or nonconformities not reasonably apparent on inspection,then City reserves the right to require prompt correction, repair, or replacement by Contractor in accordance with Contractor's warranty obligations. 2. Project Performance&Payment Schedule: 2.1 Compensation and payments shall be made to Contractor by City based on net thirty(33)days payment terms, following acceptance of designated milestones as shown below in Table 131 - Payment Schedule. All invoicing shall include only deliverables accepted and approved by City. City shall have no obligation to pay unless Contractor has successfully completed and City has approved the Milestone for which payment is due. 2.2 Work shall commence immediately upon execution of the Agreement. 2.3 All timeline dates are understood to be close of business, 5:00p.m. Pacific Time. 2.4 If timeline dates fall on a weekend or City holiday,the date is understood to be the next business day. 3. Renewal Period Compensation Pursuant to Section 2.2 of the Agreement, the City reserves the right to extend the term of this Agreement for four(4)additional one-year terms ("Option Periods')at the same annual fixed rate for Ongoing Services. 4. Additional Services In the event the City requires additional services, Contractor shall provide a written quotation, at no cost to the City, of the type of Additional Service requested and the time required to complete the same. Upon receiving City's written approval to proceed with the Additional Service, Contractor shall perform the Additional Service at a time mutually agreed upon by Contractor and according to the hourly rates specified below: Additional Service Hourly Rate RFP 09-10-19 Webstreaming Software&Services Page 38 Table 131: Payment Schedule Item Milestone/Deliverables Estimated Subtotal Total % Completion Compensation. TOTAL CONTRACT AMOUNT Options to Renew: Year 2 Year 3 Year 4 Year 4 TOTAL OPTIONS AMOUNT All amounts stated above are in United States Dollars. RFP 09-10-19 Webstrearning Software&Services Page 39 EXHIBIT C INSURANCE REQUIREMENTS Contractor, at Contractor's sole cost and expense, shall procure and maintain for the duration of this contract insurance or self-insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performance of the services hereunder by Contractor, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. The coverage described in Insurance Services Office Commercial General Liability coverage ("occurrence") Form Number CG 0001 10/01 including products and completed operations; and 2. The coverage described in Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 "any auto", or Code 2 "owned autos" and Endorsement CA 0025. Coverage shall also include Code 8"hired autos"and Code 9"nonowned autos'; and 3. Workers' Compensation insurance as required by the California Labor Code and Employers Liability insurance; and 4. Professional Liability Errors and Omissions. B. Minimum Limits of Insurance Contractor shall maintain limits no less than: 1. Commercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit; and 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and 3. Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the California Labor and Employers Liability limits of$1,000,000 per accident; and 4. Professional Liability Errors and Omissions$1,000,000 Aggregate Limit, C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to, and approved by City's Risk Manager. At the option of City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officer, employees, agents and Contractors; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by The City's Risk Manager. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. Commercial General Liability and Automobile Liability Coverages RFP 09-10-19 Webstreaming Software&Services Page 40 a. The City of San Jose, its officers, employees, agents and Contractors are to be covered as additional insureds as respects: Liability arising out of activities performed by or on behalf of, Contractor; products and completed operations of Contractor, premises owned, leased or used by Contractor; and automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations. on the scope of protection afforded to City, its officers, employees, agents and Contractors. b. Contractor's insurance coverage shall be primary insurance as respects City, its officers, employees, agents and Contractors. Any insurance or self-insurance maintained by City, its officers, employees, agents or Contractors shall be excess of Contractor's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies by Contractor shall not affect coverage provided City, its officers, employees, agents, or Contractors. d. Coverage shall state that Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. All Coverages Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, except after thirty (30)days' prior written notice has been given to City's Risk Manager. E. Acceptability of Insurers Insurance is to be placed with insurers acceptable to City's Risk Manager. F. Verification of Coverage Contractor shall furnish City with certificates of insurance and with endorsements affecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Proof of insurance shall be mailed to the following address or any subsequent address as may be directed in writing by the Risk Manager: City of San Jose Human Resources Department Risk Management 200 East Santa Clara Street, 2nd Floor Wing San Jose, CA 95113-1905 Phone: (408) 535-7062 Fax: (408)292-6489 G. Subcontractors Contractor shall include all subcontractors as insured under its policies or shall obtain separate certificates and endorsements for each subcontractor. RFP 09-10-19 Webstreaming Software&Services Page 41 EXHIBIT D CHANGE ORDER FORM CHANGE ORDER# Pursuant to Section X of the Agreement for the System between and the City of San Jose is hereby amended as follows: (THE FOLLOWfNG LANGUAGE IS HEREBY PROVIDED AS AN EXAMPLE OF HOW TO COMPLETE THIS FORM.) 1. CONTRACTOR SHALL PROVIDE THE FOLLOWING ADDITIONAL SERVICES AT THE COSTS INDICATED BELOW: TOTAL 2. THE FOLLOWING SERVICES,PRODUCTS OR DELIVERABLES ARE HEREBY DELETED AND THE ASSOCIATED COSTS IN AMOUNTS SET FORTH BELOW ARE ALSO DELETED, TOTAL 3. EXHIBIT IS HEREBY AMENDED TO READ ASSET FORTH IN THE REVISED EXHIBIT WHICH IS ATTACHED HERETO. 4. ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT NOT MODIFIED BY CHANGE ORDER SHALL REMAIN IN FULL FORCE AND EFFECT. I hereby certify that an unexpended appropriation Total Cost of Change is available in Fund for the Agreement, and that funds are available as of the date of this Total Credit of Change signature. Previous Amendments and/or Change Orders Principal Accountant Date Original Contract ACCEPTANCE APPROVED AS TO FORM Contractor hereby agrees to accept the amount set forth herein as payment in full of the work Brian Doyle described and further agrees that Contractor is Senior Deputy City Attorney entitled to no additional time or compensation for such work other than as set forth herein. Contractor City of San Jose Date Date Director of RFP 09-10-19 Webstreaming Software&Services Page 42 EXHIBIT E NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT AGREEMENT TITLE: CONTRACTOR Name and Address: DATE: (date the notice is sent must be consistent with the time for exercise set forth in Agreement) Pursuant to Section of the Agreement referenced above, the City of San Jose hereby exercises its option to extend the term under the following provisions: OPTION NO. NEW OPTION TERM Begin date: End date: ❑ CHANGES IN RATE OF COMPENSATION Percentage change in CPI upon which adjustment is based: Pursuant to Section of the Agreement the Rates of Compensation are hereby adjusted as follows: (use attachment if necessary) MAXIMUM COMPENSATION for New Option Term:. For the option term exercised by this Notice, City shall pay Contractor an amount not to exceed the amount set forth above for Contractor's services and reimbursable expenses, if any. The undersigned signing on behalf of the City of San Jose hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature. APPROVED AS TO FORM: CITY OF SAN JOSE a municipal corporation By Deputy City Attorney Name: Title: RFP 09-10-19 Webstreaming Software&Services Page 43 EXHIBIT F PRIVACY AND DISCLOSURE POLICY The purpose of this statement is to define the City of San Jose's policy with regard to the collection and use of personally identifiable information (Pll), P11 is any information relating to an identified or identifiable individual who is the subject of the information. Users of the City Web Site should be informed of the following: The City of San Jose collects two kinds of customer information: (1)anonymous; (2) personally identifiable information (P11), A. Anonymous information This type of information does not identify specific individuals and is automatically transmitted by City browser. This information consists of: • The URL(Uniform Resource Locator or address)of the web page user previously visited; • The domain names and/or IP addresses which are numbers that are automatically assigned to City computer whenever user are connected to the Internet or World Wide Web. • The browser version user are using to access the site. t This information is used to help improve the City's Web Site. None of the information can be linked to an individual. B. Personally Identifiable Information (Pll) This type of information could include name, address, email address,telephone number, credit/debit card information. The City will make every reasonable effort to protect City privacy. It restricts access to City personal identifiable information to those employees who will respond to City request. The City does not intentionally disclose any personal information about Contractor customers to any third parties or outside the City except as required by law or by the consent of the person providing the information. The City only collects personally identifiable information that is required to provide service. User can decline to provide us with any personal information. However, if user should choose to withhold requested information,the City may not be able to provide user with the online services dependent upon the collection of that information. C. Access to Personally Identifiable Information Access to personally identifiable information in public records at local levels of government in San Jose is controlled primarily by the California Public Records Act(Government Code Section 6250, et. seq.). Information that is generally available under the Public Records Act may be posted for electronic access through the City's Web Site. While the Public Records Act sets the general policies for access to City records, other sections of the California code as well as federal laws also deal with confidentiality issues. D. Email addresses Email addresses obtained through the City's Web Site will not be sold or given to other private companies for marketing purposes. The information collected is subject to the access and confidentiality provisions of the Public Records Act, other applicable sections of the California code as well as Federal laws. Email or other information requests sent to the City Web Site may be maintained in order to respond to the request, forward that request to the appropriate City within the City, communicate updates to the City page that may be of interest to citizens, or to provide the City web designer with valuable customer feedback to assist in improving the site. Individuals can cancel any communications regarding new service updates at any time. RFP 09-10-19 Webstreaming Software&Services Fuge 44 E. use of"Cookies" Some City applications use "cookies". A cookie is a small data file that certain web sites write to City hard drive when user visit them. A cookie file can contain information such as a user id that the site uses to track the pages user have visited. But the only personal information a cookie can contain is information supplied by user. A cookie is only a test file and cannot read data off user's hard disk or read cookie files created by other sites. Cookies can track user traffic patterns, recognize users computer's browser when user return, and could provide personalized content without requiring sign-in. User can refuse cookies by turning them off in user browser. However, they may be required to use some of the web applications on the City's Web Site. F. Security The City of San Jose is committed to data security and the data quality of personally identifiable information that is either available from or collected by the City's Web Site and has taken reasonable precautions to protect such information from loss, misuse,or alteration. G. Contractual Services for the City's Web Site and On-Line Services To insure that contractors who have access to or provide contractual services for the City's On-Line (e- government)Services are not allowed to re-sell or in any way share or convey to another party or use it for another purpose any information that they may have access to in the course of doing business for the City, all city contracts regarding such services should contain a requirement that the contractor must comply with the City's Web Site and e-Government policies. H. Electronic Signatures and Payments The City of San Jose is committed to data security and the data quality of personally identifiable information that is either available from or collected by Contractor web site and has taken reasonable precautions to protect such information from loss, misuse, or alteration. When a City application accepts credit cards or any other particularly sensitive information for any of its services, it encrypts all ordering information, such as the customers name and credit card number, in order to protect its confidentiality. I. Disclaimer The City Web Site should contain a disclaimer substantially containing the following information: 1) The City of San Jose is neither responsible nor liable for any delays, inaccuracies, errors or omissions arising out of user's use of the City's Web Site or with respect to the material contained on the Site, including without limitation, any material posted on the Site nor for any viruses or other contamination of user's system. The City Web Site and all materials contained on it are distributed and transmitted "as is" without warranties of any kind, either express or implied, including without limitations, warranties of title or implied warranties of merchantability or fitness for a particular purpose. The City of San Jose is not responsible for any special, indirect, incidental or consequential damages that may arise from the use of, or the inability to use, the Web Site and/or the materials contained on the Web Site whether the materials contained on the Web Site are provided by the City of San Jose or a third party. The City of San Jose is neither responsible nor liable for any viruses or other contamination of user's system. 2) Access to Information Unless otherwise prohibited by state or federal law, rule or regulation, user will be granted the ability to access and correct any personally identifiable information. The City will take reasonable steps to verify user's identity before granting such access. Each City service that collects personally identifiable information will allow or review and update of that information. 3) Non-City Web Sites RFP o9-10-19 webstreaming Software&Services Page 45 Non-city web sites may be linked through the City's Web Site. Many non-city sites may or may not be subject to the Public Records Act and may or may not be subject to other sections of the California code or federal law. Visitors to such sites are advised to check the privacy statements of such sites and to be cautious about providing personally identifiable information without a clear understanding of how the information will be used. 4) The City is not responsible for, and accepts no liability for, the availability of these outside resources. Linked Web sites are not under the control of, nor maintained by,the City and the City is not responsible for the content of these Web sites, which can and do change frequently; nor for any internal links the displayed Web sites may contain. In addition, inclusion of the linked Web sites does not constitute an endorsement or promotion by the City of any persons or organizations sponsoring the displayed Web sites. RFP 09-10-19 Webstrearning software&Services Page 46 ATTACHMENT H—SPECIFICATIONS COMPLIANCE MATRIX For each requirement fisted below. Proposer shall use the Response Index provided to indicate how each requirement will be met. Response Index(Indicate in comments section) 1. Requirement met by an existing commercial software package or by the service and can be demonstrated at an installed production site. The City of San Jose is not interested in development of a custom software solution at this time. 2. Requirement will be met by configuration of the existing commercial software package or by the service. 3. Requirement cannot be met by Proposer. Note;Any response other than"11"to an item marked as mandatory below shall cause the proposal to be considered non- responsive. SPECIFICATIONS COMPLIANCE MATRIX Mandatory ] Response Comments Requirement 1 GENERAL SYSTEM REQUIREMENTS ����.r: .. NO 1.1 For public users, solution must be hosted 100% including X distribution and storage. Solution shall also possess capabilities for interna!users covered in section 11. 1.2 The hosting site must be capable of 24x7x365 operation. This X includes redundant network connections, redundant web servers and all other items necessary to host a web site with negligible downtime to ensure 99.99%system uptime, 1.3 The hosted Solution shall include Webstreaming content and X Podcasting services and features. 1.4 Solution must provide unlimited storage for all recorded content. In addition, Contractor shall provide for additional bandwidth requirements for any special internet broadcasting for 247 Live Carrs broadcasting for extended periods of time up to 1000 GB (1 TB) per i month of data transfer at no extra cost. 1.5 Solution must be web-enabled allowing users to access the X solution with a web browser. The current City standard web browser is Windows Internet Explorer version 6.0 (or next generation supported version}. Client/server applications will not be considered. 11.6 Solution must be intuitive and easy to use. Training shall be available to staff as necessary in order to fully understand the most advanced user and administrative features of the solution. 1.7 Support a minimum of one thousand concurrent users for live X �� RFP 09-10-19 Webstreaming Software&Services Page 47 and archived streams, including redundant storage. 1.8 Provide a system that will mufticast audiolvideo at bandwidth i appropriate for client connection. Shall provide multiple bitrates ' between 549 Kbps and 56 Kbps with a minimum 320 x 240 frame size. tower bitrates shall be biased for quality of audio. For internal I streams, bitrates up to 1 MBps and frame sizes up to 640 x 480 for 4:3 and 854 x 480 for 16:9 must be available. 1.9 System shall have capability to encode in 4:3 and 16:9 aspect ratios. i 1.10 System shall stream at selected bitrate without hesitation or X rebuffering unless due to network traffic outside the vendor's control. 1.11 Archived streaming of all broadcast recordings complete with all ; X associated documents, graphical materials, web links, presentations and synchronous closed-caption data (provided by existing contract with outside vendor). Content shall be archived on remote, vendor- managed server(s). 1.12 The City may exercise the option to route requests for video or X other materials archived by the vendor-supplied system onto a server I within its own network. Such a system must operate via intelligent IP redirect, which automatically recognizes IP addresses within the City I i ! network and redirects internal users to an internal stream identical to external streams. The system must also be able to automatically conduct such redirects for live streams. Internal and external users shall have an identical experience that is transparent to all users. 1.13 Recordings shall be archived by date and content type. The l ability shall exist to index each agenda item or section within each file. Archived video shall be keyword-searchable using either transcript or agenda text. _ 1.14 The hosting site must be secure. The Security must prevent any i X - unauthorized access vita the Internet that could either prevent viewing ( (denial of service)or deface the site. The security measures include providing a site that is "hardened" per industry best practices, maintained in a way that new vulnerabilities are addressed in a timely manner and intrusions are prevented. 2 PROFESSIONAL,SERVICES __ _ 2.1.1 Must be able to fully implement and deploy system in 30 days, X while being completely transparent to users and causing no j RFP 09-10-19 Webstreaming Software&Services _ Page 48 interruption in availability of content,either existing or new. 2.1.2 Provide installation of operating software. Vendor shall include in the price quotation all required work for setup and customization as necessary to fully implements stem. _ 2.1.3_Provide fulls stem tuning and testing. 2.1.4 Web viewing pages customized to City's look-and-feel. By implementation date, system shall offer at least as many view pages as are currently in use at time of award (33 as of 313110) and shall have the ability to create additional view templates as deemed necessary by City staff. __ ] 2.1.5_Customized Player skin to match City's look-and-feel. 2.1.6 Agenda and minutes document customization to City template. 2.17 Hardware configuration and optimization. € 2.9.8 Setup of encoder, analog audio/video feeds, LANIWAN [ � connections, power supplies and backups. 2.9.9 Training session(s) for staff as appropriate for each user group (plus hourly rate for future training sessions), City will determine scheduling. Vendor shall supply all necessary manuals, both standard and customized as necessary to fully provide users the [ information to operates stem. 2.2 On-Going Managed Services u ` _ 2.2.1 2417 technical support and system remote monitoring— X 2.2.2 Provide Podcasting services and feature € 2.2.3 Mobile Encoder Support 3 ENCODING CAPABILITIES - 3.1 Ability for City Staff to perform live event scheduling 3.1.1 Provide scheduling ability for upcoming broadcasts (both live multicast and prerecorded content multicast.). 3.2 Automatic web publishing by City Staff. 3.3 Live indexing by City StaffX 3.3.1 Provide tools that enable and enhance news and event clipping (that is, schedulable, unattended recording of programming with automatic indexing of point-in-time occurrences in closed caption text of predefined ke ords . 3.4 Automatic archiving of recordings for future viewin . q PUBLISHING AND ARCHIVING OF RECORDINGS BY VENDOR _.:,.?� �,a,PLELI ;a��.,, ..-��� 4.1 Within an hour of conclusion of live stream transmission of RFP 09-10-19 webstrearrmng Software&Services Page Z9 meeting by City Staff;and 4.2 With a searchable index (which can be created real-time during X Jive recording and afterward during replay), allowing for easy access by authorized City staff to find and view recordings on demand on their PC's (in order to eliminate the need to re-watch recording to build the searchable index);and 4.3 Publishing via dynamic webpage creation while minimizing time between recording and publishing. 4.4 System shall provide for hosted archive up to one year with X unlimited storage and data transfer up to 1000 GB (1 TB) at no extra cost. 5 MOBILE ENCODING ., MA M 5.1 Provide and configure software to allow for mobile encoding on I X � l I hardware provided by the City. 5.2 Install, set-up and test the operation of the mobile encoding ' software according to manufacturer's specifications. 5.3 Provide for City Staff to remotely annotate minutes and audio E recording software on laptop. 5.4 Provide same functions as Section 3 Encoding. 5.5 Ability for City Staff to remotely synchronize and publish as in Section 3 Encoding through uploading capability. 5.6 No Internet connection shall be required to achieve above remote functions. 5.7 Ver interface for mobile recording shall be virtually identical to the user interface used for onsite recording. 6 REPORTING BY VENDOR . 6.1 System shall have dynamically-updating online reporting j \ component capable of displaying: 6.1.1 Information specific to the status of encoder(s) feeding data to vendor, _ [ 6.1.2 A link to all archived video grouped by program/meeting type i [ and showing details of video incl-udina len th of clip and date of entry. j 6.1.3 Direct access to each clip mentioned above. MA A user administration module if service is configured for multiple users with unique to ins. 6.1.5 List shall be sortable by name, login IC, e-mail address and date created. RFP 09-10-19 Webstrearning Software&Services Page 50 6.1.6 Unique users shall be able to create customized views for displaying their desired information. 6.1.7 System snail be able to save different browser "skins" and manage each thro_u h interface. 6.1.8 System shall display server status including name, control port, multicast yin,firewall compatfbility yIn and operational status. 6.1.9 Hits/requests viewable by encoder, event type and specific clip. System shall display number of clips and date of file access. 6.1.10 Available storage for encoder(s) 6A.1 1 An event log showing current status of each encoder. 6.1.12 Usage reports showing number of views of individual recordings within specified date ran e. 6.1.13 Usage reports showing number of live viewers on an individual encoder during a specified date range. _ 6.1.13.1 The reports mentioned above in items 6.12 and 6.13 shall show viewers listed by internal City viewers vs.external viewers. 6.1.13.2 Reports must be exportable with accompanying charts and i graphs in Adobe. df format. 7 A€ MINISTRATIVEISTAFF USER ACCESS 7.1 System shall have options for single or multiple users _i 1 7.1.1 For multiple users, system shah include administrator-selectable privileges for read-only, write and system administration. Permissions shall be selectable by recording type,category or folder. 8 OTIiER1AI2CHITECTUREIINTERFACE 8.1 System shall use Windows Media format. X 8.2 System shall be capable of using MPEG-4 format. 8.3 System shall use Microsoft Silverlight or similar technology to give users of Mac computers functionality equivalent to Windows users. 8.4 System shall be compatible with existing Osprey 240 encoders. X 8.5 System shall be scalable, capable of a minimum of three (3) X encoders, which can encode simultaneous, unique signals on day one, expandable at City's option to a minimum of ten (10) simultaneous,unique signals. 8.6 System shall use Y/C video input, and be upgradeable to serial X digital SDI)interface. 8.7 System shall be Vista and/or Windows 7 compatible 8.8 System shall be com atible with current versions of Internet X RFP 09-10-19 Websfreaming Software&Services Page 51 Explorer,Safari, Firefox, Netscape and Opera web browsers. 9 TRANSITION TO NEW CONTRACTOR 9.1 Proposer must provide transition plan to migrate all media X 1 records currently stored and archived at Granicus within 30 days with no or minimal disruption to the City or to the availabilitV of content. 9.2 Any such Proposer must identify all associated costs to transition X from Granicus in their cost proposal. 9.3 Equivalent functionality using existing content must be available. X This shall include uninterrupted access to all existing data including but not limited to:audio,video,caption data, index points, documents and web links, All existing content must be accessible using an interface similar to current and be available in a clear and organized i manner. _ 10 OPTION #1: ABILITY FOR CITY TO CREATE COUNCIL MINUTES 10.1 Ability for City staff to annotate meeting live during the meeting and amend and update_afterwards 10.2 Ability for City staff to capture roil calf, motions, votes and I discussion summaries as they occur through on-tine data ent I 10.3 Ability for City staff to pre-load agenda items and documents before meetings 10.4 Allow City Staff random access vta searchable text 10.5 The City reserves the right to acquire this option and whether to implement this 'Council Meeting Creation' component of the system at any time an Agreement between the City and Vendor is in effect. _Ericing for this component shall be indicated as separate line item. 11 OPTION#2:ONSITE ARCHIVE&INTELLIGENT IP REDIRECT_ 11.1 Ability to mirror content with onsite or on-premise server X connected to City's network that is managed and maintained by the Proposer. The onsite solution would allow for City to: ! 11.1.1 Retain all content older than one year 11.1.2 Automatically and transparently route internal (City) requestsl for content to the City server, rather than the hosting server. Such Whty must be available for both live and archived content. 12 OPTION #3: VOTE LOG SYSTEM TO TRACK VOTING RECORDS 121 Organize meeting actions in table view format to show meetingE RFP 09-10-19 Webstreamfag Software&Services Page 52 motions and the names of voting members. 12.2 Advanced sort and search capabilities. 12.3 Reportingcapabiiitiess. RFP 09,10-19 Webstrearnirtig Software&Services page 53 _@granicrnment December 8, 2011 Maria Morris, CMC City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Service Agreement Dear Maria, Please find enclosed two original signed agreement documents. After the documents have been fully executed, please send a copy to: Granicus, Inc. Attn: Katherine Harriman 600 Harrison Street, Suite 120 San Francisco, CA 94107 We look forward to continuing our relationship with the City of San Juan Capistrano. Please let me know if there is anything else I can do to help. Regards, A46�44-1� Katherine Harriman Corporate Counsel Enclosures (2) w .granicus.com • 600 Harrison St, Suite 120, San Francisco, CA 94107 • (415)357-3618 32400 PASEO ADELANTO ii �y MEMBERS OF THE CITY COUNCIL SAP!JUAN CAPISTRANO,CA 9267 iii ! SAMALLEVATO (949)493-1179 InFn Pnsnrn LAURAFREESE (949)493-1053 FAX ® Fsaa $ Fe � 1 61 K www.sanjuancapistrano.org i7 DEREK REEVE JOHN TAYLOR TRANSMITTAL TO: Katherine Johnson Granicus Inc. 600 Harrison Street, Suite 1.20 San Francisco, CA 94107 DATE: December 9, 2011 FROM: Christy Jakl, Deputy City Clerk RE: Granicus, Inc. Services Agreement —Webcasting and Related Support Services Enclosed: (1) Original Granicus, Inc. Services Agreement — Webcasting and Related Support Services It you have questions concerning the agreement, please contact our office at (949) 443-6310. Sari Juan Capistrano: Preserving the Past to Enhance the Future Printed ort 100%recycled paper