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HomeMy WebLinkAboutGRANICUS INC. (2) - 2017City of Santa Ana ' Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M-30). Call 647-6520 if you have any questions. The agreement with No. A-zoi7-3y5- was completed on (List all amendments. Use space below if needed.) Revised 08-23-10 COTC Office Use Only City of Santa Ana APR 1 J 2022 Clerk of the Council Z 7$Z(j ands final payment has been made. l Department: ) 0 T L Phone/Ext.: Signature: Date: y//�2?` INSURANCE ON FILE A-2017-345 WORK MAY PROCEED UNTIL INSURANCE EXPIR _tax GLER (TIOU01- y DATE, DEC 2 7 2017 CONSULTANT AGREEMENT ' CITY OF SANTA ANA 1`nC�nw THIS AGREEMENT is made and entered into this 19°h day of December, 2017 by and between Granicus, Inc„ ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of web -based public agency agenda management software including agenda posting, workflow, archives, and video streaming, B. The City Issued and Request for Proposals for these services in September 2017 and six companies responded. City staff reviewed all six proposals and Consultant's proposal was selected. C. Consultant represents that Consultant is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: L SCOPE OF SERVICES Consultant submitted its proposal in response to City's request for proposal for services In September 2017. Consultant's proposal was selected from six proposals submitted. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described in the scope of services portion of the City's Request for Proposal which is attached hereto as though fully set forth herein and labeled as Exhibit A and Contractor's proposal labeled as Exhibit B attached hereto. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Contractor's proposal labeled as Exhibit B and attached hereto, For each one year term of the agreement, the compensation for the agreement shall not exceed the following: Term Not to Exceed Amount 1/1/18-12/31/18 $35,926.64 1/1/19-12/31/19 $38,441.50 1/1/20-12/31/20 $41,132.41 1/1/21-12/31/21(optional term) $44,011.68 1/1/22-12/31/22 (option term) $47,092.50 Total not to exceed amount for Agreement if all options are exercised: $206,604.73 b. Consultant has offered a promotional opportunity on the purchase and Installation of Legistar, its software -as -a service solution, if two or more Orange County cities approve a contract before the end of the year. The City of Huntington Beach has already approved a contract and City is waiting to hear from other surrounding cities, on same. Thediscount would be reflected on the 2nd-year invoice. Promotional offer includes: Reduce annual maintenance fee by nearly $1000 for each city; $15K Installation costs per site if 2 sign up; $10K installation cost per site if 3 sign up; $5K installation cost per site if 4 sign up; and Hosting a 2018 user group with training/collaboration in Orange County. C. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City, 3. TERM This Agreement shall commence on January 1, 2018 for a three year term with the option for the City to grant up to two one-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq:, as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws, Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. S. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data") except as specifically noted in this section. Consultant shall require all subcontractors to agree in writing that City Is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Consultant hereby grants and Customer herby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order, SOW or Exhibit. City shall not: 1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; 2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3. Use the Granicus Products and Services for any unlawful purposes; 4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 7, INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 In the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respectto Insurance or self-insurance programs maintained bythe City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. i!, Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. Ill. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's rightto be paid for its time and materials expended priorto notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. LIMITATION OF LIABILITY a. EXCLUSION OF CONSEQUENTIONAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL CONSULTANT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACTOR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FURTHER, CONSULTANTSHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. b. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CITY FOR THE CONSULTANT'S PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Consultant shall keep records and invoices in connection with the work to be performed underthis Agreement. Consultant shall maintain complete and accurate records with respectto the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement, 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered bythis Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE a. In General. Consultant understands that its professional responsibility is solely to City. Consultant represents and warrants that it presently has no interest, and will not acquire any direct or indirect interest, that would conflict with its performance of this agreement. Consultant shall not employ or subcontract with a person having such an interest in the performance of this agreement. b. Subsequent Conflict of Interest. Consultant agrees that if an actual or potential conflict of interest on the part of Consultant is discovered after award, the Consultant will make a full disclosure in writing to the City. This disclosure shall include a description of actions, which the Consultant has taken or proposes to take, after consultation with the City to avoid, mitigate, or neutralize the actual or potential conflict. Within 45 days, the Consultant shall have taken all necessary steps to avoid, mitigate, or neutralize the conflict of interest to the satisfaction of the City. C. Interests of City Officers and Staff. No officer, member or employee of City and no member of the City Council shall have any pecuniary interest, direct or indirect, in this agreement or the proceeds thereof. Neither Consultant nor any member of any Consultant's family shall serve on any City board or committee or hold any such position which either by rule, practice or action nominates, recommends, or supervises Consultant's performance of the Scope of Work or authorizes funding to Consultant. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties, In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are Inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15, ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any Interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION After the initial one (1) year period, either party may terminate this Agreement upon thirty (90) days written notice to the other party. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: Asa condition of such payment, the City Clerk may require Consultant to deliver to the City all work products) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18, JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its Inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mall, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O, Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copy to: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 To Consultant: Mark Hynes, Chief Executive Officer Granicus, Inc. Washington DC Office 1152 15th Street, NW, Suite 800 Washington, D.C, 20005 Fax: 202 407-7501 www.granicus.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited In the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report Issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: `1 C wln" Laura Rossini, Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: MAR0� Clerk of the Council CITY OFSANTA ANA Raul Godinez, I City Manager CONSULTANT: z/6-4- Mark Hy e CEO Tax IDII �®�a EXHIBIT A SCOPE OF SERVICES Appendix ATTACHMENT 1: SCOPE OF WORK Introduction and Background: The City of Santa Ana is seeking responses to this RFP from qualified vendors to provide Geographic Information System (GIS) Data and Services as described below in three separate Proposal Options. Vendors may choose to propose on as many of the Proposal Options as their firm is capable of delivering. The City will evaluate each Proposal Option separately and choose the vendor or vendors that provide the most quality and value to the City. Example: Vendor X chooses to submit a response for Proposal Option 1. Vendor Y chooses to submit a response for Proposal Options 1 and 2. • The City evaluates the submitted proposals. The City may choose to select: o Vendor X for Proposal Option 1. o Vendor Y for Proposal Option 2. Each vendor must submit a fee proposal for each Proposal Option separately. If a vendor does not submit separate sealed fee proposal for each Proposal Option, the proposal may be considered non- responsive and it may not be accepted. Each vendor may submit a combined fee proposal for all submitted Proposal Options if they believe a cost savings can be achieved by providing all of the services for all submitted Proposal Options. Example: • Vendor Z chooses to submit a response for Proposal Options 1 and 2. o Vendor Z must submit: • A sealed fee proposal for Option 1. • A sealed fee proposal for Option 2. o Vendor Z may submit: • A sealed fee proposal for Option 1, and 2 with one combined cost. The City also desires to enter Into a contract with the selected vendor(s) for an initial term of three (3) years with the option for one, two-year extension. This contract will allow the City to purchase additional data and services from the vendor(s) as needed, City of Santa Ana RFP 17-107 Page 12 INTRODUCTION AND BACKGROUND: The City of Santa Ana is located 20 miles south of Los Angeles, Santa Ana is an attractive community that is known for its unique businesses and strong community ties. The City of Santa Ana was incorporated in 1869 and operates as a Charter City with a seven (7) member Council and Council/Manager form of government. Currently, the City does not have an agenda management system. Staff members may submit reports and attachments for upcoming meetings to be reviewed and approved using standard email system. Following review and approval, the Clerk of the Council staff uploads the approved reports onto Access database that is used as workflow system. When the agenda packet is complete, it is manually added to the City of Santa Ana's Electronic Document Management System (EDMS), Laserfiche. After agenda packets are created, they are manually uploaded into Granicus. Granicus provides video streaming services of City Council Meetings and audio recordings for all board/commission meetings in addition to council committee meetings. Meetings may be viewed/heard live or on the City's website. During City Council meetings, Clerk of the Council staff performs time stamping. The packets for City Council and all other legislative meetings may be accessed using Granicus. Meetings are all paperless. Council Members and board/commission members may access the packet during meetings using this Legislate or by accessing from the City's website. Notes taken on a personal device in the iLegislate app can be accessed using another device by logging into one's account. SCOPE OF WORK: The following scope describes the City's ideal automated agenda workflow and video streaming/archiving solution. Proposals may: 1. Combine automated agenda workflow and video streaming and archiving; 2. Be limited to automated agenda workflow; or 3. Be limited video streaming and archiving. If the proposal includes both automated agenda workflow and video streaming and archiving, each component must be capable of being purchased and implemented independent of the other component, Proposal pricing should indicate total pricing for each individual component. Proposals that offer discounted pricing for purchasing both automated workflow and video streaming services shall be indicated in the cost proposal. A. Automated Agenda Workflow The ideal automated agenda workflow program should have the following features and functionality: 1. Customizable Workflow —the system allows the workflow to be customized as needed City of Santa Ana RFP 17-107 Page 13 and allow for different workflows to be used for different departments or meeting types. 2, Email Notifications — send email notifications when an item has been approved, rejected, needs furtherwork, orwhen a reviewer has an item to approve. The system should also include an option to send reviewers and submltters reminders when they have outstanding items to do, 3. Web Access —the program should be accessible via the web, so that users may submit, review, and approve/deny items from the web. Web access should be compatible with common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. 4. File Upload Options — the program should allow users to upload different file types, including Word documents, PDF, Excel, and image files. S. Preparing & Editing Agenda Staff Reports — the program will allow users to prepare reports outside of the program, using programs such as Microsoft Word, then allow users to upload reports in Word or PDF file format. The program will also allow reviewers to make edits to reports. If reports are submitted as Word documents, the reviewer should have the ability to download the report, make changes, and upload the edited document. 6. Reviewer Options — reviewers in the workflow should have the option to provide comments and feedback to submitters as well make changes to reports or attachments. Item History — the system should document the progress of an item as it moves through the workflow, including when an item was submitted, reviewed, rejected, approved, and any comments provided by reviewers. 7. Export to Single PDF Document —the program should export the agenda packet into a single PDF document. S. Agenda in Word Format — the program should allow the agenda for a meeting to be exported to Word document. 9. Templates —the program should include the option to create a template for agendas, The program should allow the City Clerk to easily modify existing templates or create new templates as needed. The option to integrate templates for staff reports will be considered favorably, 10. Agenda Reporting —the program should have the ability to generate reports of agenda Items by Council meeting dates. For example, a future Council item report that shows upcoming meeting dates and the items tentatively planned for those dates. 11, Export to Laserfiche — the program should be able to easily integrate with the Laserfiche enterprise content management system. The proposer is responsible for verifying Laserfiche licensing and functionality. City of Santa Ana RFP 17-107 Page 14 B. Video Streaming & Archiving The ideal program should have the following features and functionality: Live & On Demand — the program should allow videos to be available for live meetings and on demand from a desktop or mobile device. The program should automatically compensate video quality according to the bandwidth ofthe receiving device to ensure stable viewing. Additionally, viewers should be able to view meeting videos from common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. 2. Agenda Packet — the corresponding agenda packet should be viewable while watching meeting videos. The program should provide full text search of all agenda packet materials. 3. Indexing — the program should allow videos to be indexed while the meeting is happening. The program should also allow indexing so that links from the agenda will take videos to the corresponding portion of the meeting video. 4. Archive Integration — the program should allow the City's existing videos to be integrated into the program. The City has videos for City Council meetings and audio files for council committees and boards/commissions or roughly 150 meetings, 5. Browser Compatibility —the program should be compatible with common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. All programs (Automated Agenda Work Flow and Video Streaming Archiving) should include the following: C. Accessible through Mobile Devices Allow Council Members, Commissioners, staff, and the public to access the agenda, agenda packet and attachments, and meeting videos through a mobile device, whether through the agenda workflow or video streaming side of the program(s). The mobile access should allow users to view agendas, staff reports, and attachments. If the program allows users to take notes that can be accessed on different devices, please note, D. Analytics Collect web analytics of public viewing and accessing agendas, agenda packets, and meeting videos. E. Support & Training The proposal should include in -person administrator training and user training for City staff members who will be using the program. The proposal should include the option for support on an ongoing basis, including after-hours support, Access to a support "knowledge base" for general or technical inquiries City of Santa Are RFP 17-107 Page 15 is also desired. F. Technical Considerations Santa Ana Is open to either an on premise solution or a cloud/hosted solution. Current technical environment consists of: • Windows 7 and Windows 10 PCs • Microsoft Office 2010, 2013, 2016, but planning on migrating all to 2016 this year. • VMWare virtual server environment • Microsoft Exchange Server 2010, but planning upgrade to Exchange 2016 this year. • Laserfiche EDMS 9.2, Laserfiche Forms 10.2 The ideal program will be compatible with and will not require upgrades to the existing systems. The proposed solution must allow delegate users and groups, as well as security access that is authenticated against the City's Active Directory for single sign -on. The proposal should include long-term warranty for all system hardware, if applicable, and ongoing support and maintenance of any software. G. Anticipated Timeline The ideal program will he functional with all staff and administrator training completed by the end of December, 2017, City of Santa Ana RFP 17-107 Page 16 EXHIBIT B FEE PROPOSAL GGRANICUS Quote Number: Q-15812 Quote Prepared On: 12/5/2017 Quote Valid Through: 11/22/2017 Payment Terms: Net 30 Procurement Vehicle Direct In Support of Santa Ana. CA Granicus Contact: Name: Josh Hurni Phone:+1 7182080144 Email: Joshua.hurni@granicus.com The Agreement shall commence on the date this document is signed and continue for 3 years. �w ��d�{.xei.C'�����L" �£'NXX¢� ���43'&1#$ =! �%2-�•.'h a5t"LS. Product Name Product Description invoice Quantity One -Time Schedule Total Legistar Needs implementation includes: Milestones 24 Hours $4,800.00 Analysis and a Access to an implementation consultant Configuration until project acceptance Services -Access to existing Web -based recorded trainings around standard account functions and capabilities • Up to five two-hour needs analysis calls with a business analyst The implementation process takes three to six months, on average, depending on the availability of stakeholders. Legistar Project Legistar Project Management and Milestones 36 Hours $8,100.00 Management Deployment Services is the professional and Deploymant service time for deploying a Legistar services system. Legistar - Onsite Legistar - Onsite Training is for onsite Milestones 3 Days $5,400.00 Training training for Legistar, which allows clients to have a Granicus trainer onsite to show them how to use the system. ❑egistar Admin - Legistar Admin - Online Training Milestones 4 Hours $900.00 Online Training is for online training for Legistar Administration, which allows clients to have online sessions with a Granicus trainer to learn how to use the system. TOTAL: $19,200.00 Product Name Product Description invoice Schedule Quantity Annual Total Open Platform open Platform is access to MediaManager, Annual 1 Each $3, 386.64 Suite upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. 0-15812 : 12/5/2017 Page 1 of G Procun-mantVehlcls CJueck GR Anv(I C_ upS In Support ot: Sant>a Ana. CA �/y I Product Name Product Description Invoice Quantity Annual Schedule Total Granicus Encoding Granicus Encoding Appliance Software (GT) Annual i Each $2,472.00 Appliance Software This includes the LiveManager Software (GT) solution where webcasts are started/ stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. Meeting Efficiency Meeting Efficiency is a hybrid Software- Annual 1 Each $10,815,00 Suite as -a -Service (SaaS) and Hardware -as -a - Service (HaaS) solution that enables government organizations to simplify the in -meeting management and post -meeting minutes creation processes of the clerk's office, By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word or HTML, and publish online with the click of a button. Meeting Efficiency includes: • unlimited user accounts o Unlimited meeting bodies • Unlimited storage of minutes documents Access to one Granicus platform site • Access to the LiveManager software application for recording information during meetings • Access to the Word Add -in software component for minutes formatting in MS Word if desired • one MS Word or HTML minutes template (additional templates can be purchased if needed) Government Government Transparency are the live in- Annual 1 Each $5,253.00 Transparency Suite meeting functions. Streaming of an event, pushing of documents, indexing of event, creation of minutes. Q-15812: 12/5/2017 Page 2 of 4 Procure?Pent Vedic!%. Direct y^' R AN ' C •t ' S In Support of Santa Ana CA Product Name Product Description �.xnvoice Schedule Quantity Annual Total Legistar Legistar is a Software -as -a -Service Annual 1 Each $14,000.00 (Baas) solution that enables government organizations to automate the entire Legislative process of the clerk's office. By leveraging Legistar, the client will be able to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes: • Unlimited user accounts • Unlimited meeting bodies and meeting types • Unlimited data storage and retention • Coafi.guration services for one meeting body\type • One Legistar database • One TnSite web portal • Design services for one agenda report template • Design services for one minute's report template TOTAL; 1$35,926.64 Product Name Year rears Open Platform Suite $ 3,023.7 $ 3,87 336 Granicus Encoding Appliance Software (GT) $ ,645,04 $ 2,830.10 Meeting Efficiency suite $11.872.05 $ 2,3 2:os. Government Transparency Suite $ 5,620.71 $ 8,0 4.18 Legistar $ 14.980.00 $ 16,U2s.60 TOTAL: —$38,441.50 $ 41.132.41 -�-Nrtk-te-State-&-tocarFent�rs�-kltHg�liei ----- --. - • All fees are due at the beginning of the period of performance. Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. • This quote is exclusive of applicable state, local, and federal taxes; which, if any, will be included in the Invoice. It is the responsibility of Santa Ana, CA to provide applicable exemption certificate(s), • Upon the effective date, this Agreement shall supersede and replace any previous agreement between the parties. All prior agreements are hereby void and of no force and effect. • If Client's solution requires any onsite training, Client agrees to pay travel expenses for Granicus c1-15812 : 12/51201 i employees not to exceed $2,000.00 per trip. Page 3 of 4 �� f! R A N I C U Proouramert b'ehicle. Direct In Support of Santa Ana. CA /i,:i �� x��{{9a f.,., cri^ +.e. z. �. `i. .1,)nta F1.1'V'r CA 1i iY1 ;r"ifoilc tli:;l 9 Signature: Name: Title: Date: Name: Phone: Email: Address: Q-15812 12/5/2017 Page 4 of 4 EXHIBIT C CERTIFICATIONS APPENDIX ATTACILMTNT 3; CERTIFICATIONS NMCOLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 71.06) in conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid Is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in afalse or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not In any manner, directly or Indirectly, sought by agreement, communication, or conference with anyone to flxthe bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract: of anyone interested In the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, orto any member oragentthereof to effectuate a collusive orsham bid. Note: The above Non-colluslon Affidavit is part of the Proposal. BIDDERS are cautioned that inking a falsearcprtifjcation may subject the certifier to criminal prosecution. Signed State of Colorado Countyof Denver subscribed and sworn to (or affirmed) before me on this 28rd day ofOcfober , 2017, by Jason Fletcher, Chief Operating Officer proved to me on the basis of satisfactory evidence to be the persons) who appeared before me C�I �Notary Public e NotaryPuhlicSeal L;mj City of Santa Ana RFP 17-107 Page 26 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that; (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions, This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering Into this transaction Imposed by Section 1352, Title 31, U.S, Code, Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included In all lower tier subcontracts, which exceed $100,000vand that allall uecipients shall certify and disclose accordingly. Signed: Title: Chief Operaiinq Officer Firm: Granicus, Inc, Date: October 23, 2017 City of Santa Ana RFP 17.107 Page 27 NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or terminatlon; rates of pay or other forms of compensation; and selection for training, Including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, stage that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3, The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice In conspicuous places available to employees and applicants for employment. 4, The Consultant shall comply with all provisions of Executive Order 1.1246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5, The Consultant shall furnish all Information and reports required by Executive Order 11.246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the admlrilstering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6, In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared Ineligible for further Government contracts orfederally assisted constructlon contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be Imposed and remedies invoked as provided In Executive order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 17.107 Pape 28 7. The Consultant shall Include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unlessexempted by rules, regulations, or orders of the Secretary of Labor Issued pursuant to Section 204 of Executive Order 11246 of September 24, 196S, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that In the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter Into such litigation to protect the Interests of the United States. 8, Pursuant to California Labor Code Section 1,735, as added by Chapter 643 Stats,1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, natlonal origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Ch er, Signed: Up -.134 Title; Chief Operciting Officer Firm: Granicus, Pate: October 23, 2017 City of Santa Ana RFP 17-107 Page 2g ACG'Rta® CERTIFICATE OF LIABILITY INSURANCE �...-� 1o/zo/2o1a DATE Y) 10/17/2 10/17/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CA License #01715767 Three Linbareadet'D Center, Suite 600 Sall Francisco CA 94111 CONTACT NAME: PHONE FAX AIC qExtk A/C, No): ADDRESS: Y (415)568-4000 _ INSURER(S) AFFORDING COVERAGE _ NAIC# INSURER A: National Fire Insurance CO Of Flaitford_ 20478 INSURED Grail III _ INSURED GoVjiehVery, LLC _INSURER 8: The Continental Insurance Company35289 INSURER C: 408 Saint Peter Street, Suite 600 Saint Paul MN 55102 INSURER D INSURER E INSURER F: COVERAGES GRAINOI CERTIFICATE NUMBER: 14322949 REVISION NUMBER- xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. MBR TYPE OF INSURANCE ADD SUER POLICY NUMBER EFF PMDIDNYVY MMY IDDIVYICY VY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR N N 6043664103 10/20/2017 10/20I2018 EACH OCCURRENCE $ 1,000000 DAMAGE YO RENTED P_ ER MISES(Eaoccurrencel $ 1 000,000 _ MED EKE (Any on person S 15,000 GEN'L PERSONAL & AOV INJURY _ $ 1,000 000 AGGREGATE LIMIT APPLIES PER: POLICY a JERCOPI'- I�u � LOC OTHER: GENERAL AGGREGATE $ 2000000 _PRODUCTS _COMP/OP ASS $ 2 000 000 $ B AUTOMOBILE X __ X LIABILITY ANY AUTO OWNED SCH AUTOS LED AUTOS ONLY AUTOS ALI CI X NON -OWNED AUTOS ONLY AUTOS ONLY Coin$100DX CollSI000Ded N N 6043664084 10/20/2017 10/20/2018 COMBINED SINGLE LIMIT Ea acciden0 It1,000,000 BODILY INJURY (Per person) $ xxxxxxx BODILY INJURY Per accident _ ( _ _ I $ xxxxxxx PROPERTY DAMAGE Per accjdentl $ xxxxxxx $xxx_xxxx UMBRELLA LIAS EXCESS LIAR _ OCCUR CLAIMS -MADE NOTAPPLICABLE EACH OCCURRENCE $ xxxxxxx AGGREGATE $ xxxxxxx DED RETENTION$ _ $ xxxxxxx B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICER/MEMBER EXCI.UOEW IE (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA N 6043364067 (AQS) 6043364070 (CA) 10/20/2017 10/20/2017 10/20/2018 10/20/2018 PER OTH- x STATUTE E E.I.. EACH ACCIDENI _ $ 1 000 000 E.L. DISEASE - EA EMPLOYEE $ 1 000 000 E.L. DISEASE -POLICY LIMIT $ 1000000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedelo, may be altachad if mare space is requlred) RE: Evidence of Insurance purposes only. 11"P e ® l CERTIFICATE HOLDER CANCELLATION i/ 14322949 City Of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ath Floor ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana CA 92701 AUTHORIZED REPR �SE$yTATIVE� ````44\\,,1I11VVLL CA ` 1 © 1988.2015 ACORD CORPORATIb1M. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD G GRAN ICUS Cover Letter To Whom this May Concern, RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Thank you for providing Granicus with the opportunity to continue to support your critical legislative processes. We look forward to building upon our five-year relationship with the City of Santa Ana. In our Scope of Work section we will describe in detail why Legistar is the best fit for Santa Ana; however, I would like to take a moment to address some of the challenges you describe in the Introduction and Background section of the RFP: • Granicus is the only solution that fully integrates with your current video and EDMS. You mention numerous points in the agenda process where files are downloaded/uploaded. By choosing Legistar you can keep your current products and eliminate any uploads or downloads. Not only is this more efficient, but it will also increase accuracy by eliminating any duplicated data entry. Moreover, you will avoid the expense and time required to replace your video or EDMS system. Council can continue to use iLegislate. By installing Legistar, Council will not need to learn a new system for viewing their agendas on tablets. Changing in - meeting software can often lead to interrupted meetings and complaints from council members happy with the current system. • Our solutions are stable and industry -leading products. This year numerous agenda management solutions have been purchased by other companies (Novus/BoardSync). This will not happen with Legistar because it is Granicus' core product with more than 20 of the top 30 cities in the country using it. You will continue to see more consolidation in the coming years but you can rest assured that we would never sell Legistar. granicus.com I info@granicus.com page 1 GG R A N I C U S Rl NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving • Leading technology that is consistently updated. An early version of Legistar invented agenda management 30 years ago. Over that time technology has changed dramatically and Legistar has always lead that change. We are an agile development shop which means every four weeks we release new features and fix any issues. We have all our developers in the United States and you have access to a whole team that can support your technology needs. Whether that is your customer success manager whose only goal is to help you get the most from your products, direct access to the product manager for feature requests, a large customer care team and your strategic account manager to help you clarify your future goals. Not to mention Granicus University which consists of our online video library, monthly trainings and best practices. Strong California presence. Currently more than 345 of Granicus' clients are based in CA with many of them in Orange County. By continuing to work with us you can not only leverage our support team but also work with your neighbors to learn best practices and other tips. This concentration in California means Granicus stays on top of legislation that may require new software features. We feel privileged to partner with California and to provide software, hardware, infrastructure, services, and expertise to quickly adopt to any new legal requirements. It is our goal to help your government build trust with citizens, reduce staff time spent on processing meetings, and engage citizens in new ways. Granicus is your one stop shop for all your pre, during and post meeting needs, with one invoice and one customer care to call for support. We look forward to continuing our critical relationship Santa Ana —a vital part of the Granicus family. Sincerely, Joshua Hurni, Client Executive Joshua.hurni@aranicus.com Granicus' statements regarding its plans, directions, and intent are subject to change or withdrawal without notice at Granicus' sole discretion. The information mentioned regarding potential future products is not a commitment, promise, or legal obligation to deliver any material, code, or functionality. Unless otherwise stated, this proposal is valid for 120 days. granicus.com I info@granicus.com page 2 G GRAN ICUS RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Table of Contents Contents Cover Letter......................................................... Table of Contents ............................................... Firm Information .................................................. Granicus Management Team ...................... Description of Proposed Solution ..................... Granicus Open Platform ................................ Webcasting..................................................... Meeting Efficiency .......................................... Agenda Management .................................. Legistar............................................................. Scope of Work ................................................. KeyStaff............................................................... Implementation & Training ................................ Price Proposal...................................................... Software & Hardware Requirements ............... Support, Maintenance, & Upgrades ............... Security Overview ........................................... Rights to Data & Content .................................. Contract Termination ......................................... Business License .................................................. Standard Agreement ......................................... References.......................................................... Supplemental Materials ..................................... granicus.com I info@granicus.com ............................. ............................. 1 3 ............................. 4 ............................. 5 ............................. 7 7 ............................. ............................. 8 ........................... 10 page 3 GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Firm Information Granicus provides technology that empowers government organizations to create better lives for the people they serve. By offering the industry's leading cloud -based solutions for communications, meeting and agenda management, and digital services to more than 3,000 public sector organizations, Granicus helps turn government missions into quantifiable realities. Granicus products connect more than 150 million people, creating a powerful network to enhance government transparency and citizen engagement. By optimizing decision -making processes, Granicus strives to help government realize better outcomes and have a greater impact for the citizens they serve. As a company, Granicus helps empower some of the most creative people in the world who innovate within complex public sector organizations. We help make policies more effective and to transform the citizen experience so that everything from road closures to fostering programs are better communicated, understood, and ultimately successful. Granicus was founded in 1999, and in late 2016, merged with GovDelivery (also founded in 1999). While Granicus had traditionally been focused on innovation in the legislative and rule -making process, GovDelivery led the way in transforming how governments communicate with the public on a day-to-day basis to support everything from flu shot programs to new veterans benefits. The two companies' missions aligned perfectly to cover the full range of government's mission —to make the rules and laws we live by while delivering services that bring value to the public. This powerful alignment allows us to bring even more scale and innovation to the clients we serve. Washington D.C. 1 152 15th Street NW, Suite 800 Washington, DC 20005 Main: 202.407.7500 Fax: 202.407.7501 St. Paul 408 St. Peter St, Suite 600 St. Paul, MN 55102 Main: 651.726.7309 Fax: 651.665.0943 Denver 707 17th Street, Suite 4000 Denver, CO 80202 Main: 720.240.9586 Fax: 720.501.5171 UK The Beehive, City Place, Gatwick, RH6 OPA Main: 0800.032.5769 Website: www.granicus.com Dun & Bradstreet #: 12-910-6469 granicus.com I info@granicus.com page 4 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving GRANICUS MANAGEMENT TEAM Mark Hynes -Chief Executive Officer Mark currently serves as CEO of Granicus, the leading provider of cloud -based government software solutions. Prior to Granicus and since 2010, Mark served as Chief Strategy and Development Officer as well as President, Technology Services, for Altisource, a public real estate and mortgage technology and services company. Before joining Altisource, he served as President of Dig! -Net Technologies, Inc., an early pioneer in marketing analytics software -as -a -service solutions. Mark also co-founded Xevo, Inc., a leading provider of service provisioning technologies to application service providers, where he held the position of Chief Operating Officer. Mark began his career with Bain & Company as a consultant. He holds a Bachelor of Business Administration from James Madison University and a Master of Business Administration from Harvard University. Jason Fletcher - Chief Operating Officer Jason is passionate about instilling a culture of high performance with a team focused on continual improvement, individual ownership and intellectual curiosity. Jason believes strongly in building product that is inspired by and provides deep value to the Granicus client base. Jason's primary goal is aggressive and strategic growth, keeping Granicus a celebrated leader in government technology. A Denver native, he graduated from the Leeds School of Business at the University of Colorado Boulder. Over his 17-year career, Jason has successfully guided key teams for major organizations, including as President of CII, an organization that experienced a fourfold rate of growth under his stewardship. Bob Ainsbury - Chief Product Officer A Silicon Valley technologist with roots in engineering and a rich history in high growth companies of all sizes. His business and technology perspectives have been quoted in the Wall Street Journal, The Financial Times, on CBS Radio, and on National Public Radio. Steve Ressler - Chief Marketing Officer and President of GovLoop Steve is the CMO of Granicus and the Founder and President of GovLoop.com, which connects and fosters collaboration among more than 250,000+ members of the government community. Steve is a third -generation public sector leader, and spent six years in roles in the federal government. Steve was a member of the 2015 class of Presidential Leadership Scholars. granicus.com I info@granicus.com page 5 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Eric Gibson - Chief Finance Officer As the Granicus Chief Financial Officer, Eric is a client -focused executive with a proven track record leading and managing change and impacting business results by leveraging a broad experiential base of strategic planning, financing, acquisitions, financial management, and process improvement. Prior to coming to Granicus, Eric served as an Executive Vice President and CFO for Dimension Data. Howard Langsam - Executive Vice President of Sales Howard Langsam is Executive Vice President of Sales at Granicus and is responsible for the company's growth across all product lines and markets. Howard brings to this role more than 20 years of sales and leadership experience in technology companies of all sizes. Prior to Granicus, Howard served as SVP of Public Sector for NTT DATA, one of the world's leading technology services companies, where he led the State and Local Government business unit to triple in revenue during his 6-year tenure. His earlier roles spanned high -growth tech startup Vastera; IBM, the largest tech company in the world; and Accenture, one of the world's leading consulting firms. Carrie Cisek - Vice President of Human Resources Carrie leads recruitment and employee experience at Granicus. She brings a passion for creating highly -engaged and customer -focused teams to Granicus and has a track record of supporting the professional development of Granicus team members. Carrie has been leading human resources in growth oriented technology companies since 1999 and has been working with Granicus since 2008. She has guided integration efforts through five acquisitions. Carrie was recognized with the Twin Cities Business Wonder Woman award for innovative leadership at Granicus and in the broader business community in 2017. granicus.com I info@granicus.com page 6 GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Description of Proposed Solution Granicus is pleased to present the below proposed solution of new technology and expert professional services to provide your city with a solution that meets and exceeds the requirements set forth in this Request for Proposal. Our 100% cloud -hosted software solutions were designed specifically for governments like yours to spend less time managing the manual artifacts of the legislative process and more time engaging important stakeholders in productive ways. We make this possible by providing our clients with all the hardware and software necessary to streamline and automate everything from online video streaming to paperless agenda creation and publication. Additionally, our user-friendly and easy -to -deploy software solutions were built to make Installation and deployment as effortless as possible. Below please find a description of each of the proposed Granicus Suites, as well as a narrative of our implementation methodology, timeline of milestones, and a support and training overview. GRANICUS OPEN PLATFORM The Granicus Open Platform is the cloud -based foundation for all Granicus applications. It allows government organizations to manage and store an unlimited amount government public meeting data. It is the core of our content management, administration and distribution tools and includes free access to our APIs and SDKs, helping you seamlessly connect your Granicus solution to systems in place. The Granicus Platform includes: The Granicus Open API and SDK We can provide a fully documented and supported Application Programmatic Interface (API) and Software Developer Kit (SDK). This open architecture enables customers and developers to seamlessly integrate existing or future enterprise systems with Granicus. Developers typically use the API to add, update, extract, delete and ultimately customize how information is presented. We believe open systems and interoperability are critical components of any modern software solution. Granicus is committed to building open architectures, standards, and lasting partnerships with industry leaders. We want to offer clients the most complete solutions on the market, without forcing them into a single system for all enterprise tasks. granicus.com I info@granicus.com page 7 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving WEBCASTING The Webcasting suite gives your citizens greater access to public meetings and records online. Take the next step towards transparency by streaming meetings and events live, linking related documents to your video and providing advanced searching of archives. Granicus Webcasting gives you unlimited cloud bandwidth and storage as well as local live and on -demand streaming. This solution also allows you to connect agenda data to tablet devices to review agendas and supporting documents, take notes and more through the iLegislateOO application. • Give citizens convenient access to live and archived streaming through your website • Reduce public inquiries with searchable, self-service access online • Import agendas and index video live to eliminate hours of work • Manage and distribute unlimited meetings and events —all completely automated • Reach a broader audience - integrate - closed captions with video • Understand and measure public participation with in-depth video analytics Easy -to -Use Public Website Publish live and archived videos to a media portal on your website to make it easy for the public to access your content. Enable audiences to share videos over social networking sites or through email to drive greater visibility and viewership. Mobile -Enabled Delivery The Government Transparency Suite allows citizens to view videos, agendas, minutes, and supporting documents on mobile devices. By providing live and on -demand streaming via mobile devices, you will be able to reach the broadest audience possible at all times. "We had resistance from members of our staff who did not want to change their in - meeting process, so we needed to make sure that any integration we built was as seamless as possible and did not affect workflows." Karen Rodriguez, Senior Systems Analyst II, City Clerk Systems Division, Los Angeles, CA granicus.com I info@granicus.com page 8 G G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Agenda Index Points Deliver a rich user experience by synchronizing and cross -linking materials to the video. Citizens can watch indexed videos, browse agendas, and view supporting materials — staff reports, memos, and ordinances —all within a single multimedia player. Supporting documents are displayed alongside the video. Viewers can use jump -to points ---------- and links within documents to watch those discussions. Advanced Search "Drill Down" Empower residents to find the information they need through a self-service search engine. Search across public meeting archives —meeting or event data, including: agendas, minutes, notes, motions, votes, and captions. With advanced filters for date range, data type, and more, the public is able to accurately define their search criteria to find the information they need. Downloadable Media & Alerts: • DOWNL®ADABLE MEDIA: Offer downloadable podcasts for citizens. Media files can be easily delivered as downloadable video (MP4) formats. Reach more citizens using mobile devices and popular media and social media networks. • RSS: Viewers can setup RSS subscriptions to receive automatic notifications when the most recent content is available: specific files, agendas or minutes. This feature simplifies the ability for citizens to get real time updates straight to their inbox. • USER SEARCH ALERTS: Just as RSS subscriptions allow residents to receive updates on specific information, our user search alerts update citizens as information they care about becomes available in the system. "Granicus is my front line for research requests. Now that we've built 2 or years -worth of meetings in there and all the items attached to it, it's very, very comprehensive and puts it all right in front of you quickly." Bill Dow, Records Manager / Deputy City Clerk, Keene, NH granicus.com I info@granicus.com page 9 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving MEETING EFFICIENCY The Meeting Efficiency Suite is a live meeting workflow solution that combines minutes with a meeting's recording. Capture and publish minutes, saving staff time and cutting administrative costs. Record roll -call, agenda items, speakers, motions, votes, and notes through a simple « or,7armsaranT BEACH alms interface. After the meeting, finalize „m„ car•,wraWr minutes quickly and easily in w-,.. ACH Microsoft WordT". With VoteLog, I „� allow the public to track legislation,WZ ' ordinances, and even voting member records through your yrvn•[ ....... Y-...ure.y website. • Meeting preparation tools • Live minutes automation • Quick notes and text expansion • Minutes editing and publishing • Generate linked minutes granicus.com I info@granicus.com page 10 G R AN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving AGENDA MANAGEMENT Legislative workflows often require a significant commitment from clerical staff. Draf ling legislation, getting items approved, compiling information from various departments, and creating an agenda are integral parts of the pre -meeting process, yet can be very time-consuming. Then, there are live and post -meeting processes that staff must follow to ensure an accurate account of a meeting. With so many moving parts, steps can be overlooked or items can be inadvertently dropped. Using a completely automated, round-trip legislative workflow solution can save staff countless hours while helping them maintain legislative accuracy. Granicus' Agenda Management tools allow government staff to easily manage the entire legislative and agenda creation process from start to finish. From drafting files, through assignment to various departments, to final approval, these software tools are designed to reduce workloads and create a more efficient method for managing decisions. • Eliminate manual workflows. Create and manage items for agendas in one system. • Automate agenda item approvals with electronic approval processes. • Simplify agenda creation —automatically compile files and supporting materials for upcoming meetings. • Organize, store and retrieve electronic documents. • Easily track legislation and generate historical reports for staff, citizens and council. Legistar helps governments organize, store, and easily retrieve items for agenda creation all in one system. Legistar also maintains all legislative data and tracks each item's path through the entire process. Both systems allow staff to quickly and easily publish agenda and minutes documents to the Web, helping ensure records availability and promote government transparency. "We had an increased commitment to transparency. When we made the shift to Legistar, it was so easy to become transparent. So, with transparency obligations, it made sense to unify everything." Lyndsy Willette, Agenda Coordinator, Commerce City, CO granicus.com I info@granicus.com page 11 - �\k GRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving LEGISTAR Legistar, the first software to be designed specifically to handle government's legislative process and in use by more than 300 public organizations, has proven to handle the most complex and multi -phase agenda and legislative processes with a powerful yet user-friendly interface. With Legistar, item approvals are managed automatically; approvers are notified when y- 3 it's their turn to review a submitted item. f Seamlessly allow for staff and elected officials to review agendas and supporting -k tenant" documents, take notes, bookmark items of tti`e; interest and more through the iLegislate 1 application's supported systems. T'nk LPlIM11h to WO M., Capture all meeting actions after the meeting in the public record; plus, organize and store electronic documents of any file format in one repository. All documents are automatically tagged and indexed, making search and retrieval easy. Legistar allows you to track legislation from inception through approvals and actions taken by all acting bodies. • Agenda item drafting • Electronic approval process • Agenda packet generation and publication • Document organization, storage, and retrieval • Continuous legislative workflow • Legislative data tracking and search Key Benefits INTUITIVE USER INTERFACE: Legistar provides an intuitive and automated methodology for managing legislative information. The home screen displays the appropriate tools based upon that individual's security permissions, the most recent agendas, minutes, and legislative files that the user has been working on as well as any items pending their approval. This main menu provides immediate access to general reports as well as instant search features. EASY -TO -USE HELP FUNCTIONALITY: Granicus provides comprehensive online help features at all screen levels that is logically organized and easy -to -use. Help information dynamically displays topics related to the current function the user is working on and allows the user to do general searching for help information. granicus.com I info@granicus.com page 12 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Users can find topics from the tree menu or keyword search and find "how to" instructions on all functions. The "Help" key provides categories including topics specific to the form or function they are using, technical support for error message capture, the ability to submit a new feature request (Wish List), and other help functionality. "Help" consists of both tutorial assistance and helpful tips that have primarily been provided by other Granicus users. Legislative Files CREATE A LEGISLATIVE ITEM: Legislative files are the building blocks of the Legistar system. These items ®i pn gronicus.) tegls[ar are used to build all documents assembled and published through the system (agenda items, resolutions, minutes, etc.). The system generates a unique ID tracking number for each new legislative file. Separate, automatic numbering may also be used for enacted ordinances, resolutions, general file numbering, or the operator may enter a unique identifier. Numbering syntax is definable by you to match your current numbering style. Legislative files may include: • File Type and current File Status • File Number and/or separate Legislative ID • Introduction, Final Action and Variable Dates • Associating Costs of File • Controlling Committee • Legislative Sponsor or Author (one or more) • Requesting Department/Organization • Variable User Defined Data and Date Fields • File Name and Description (variable length) • Indexed Keywords (one or more) All data fields are automatically indexed and may be used individually or in combination with other fields for fast information retrieval. With dynamic entries, search is easy. Users can instantly search all text fields for a name, term or other identifier in one step. Legistar creates and maintains a dynamic link between the legislative tracking data described above and the text for each action file. Commonly used search criteria can be saved for each user. The text of each legislative file may include the title, an analysis or summary, the body of the document, a fiscal note, staff recommendations, suggested motions, and any other supplementary notes and background information. granicus.com I info@granicus.com page 13 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving DRAFT LEGISLATIVE TEXT: Legistar includes a complete file text -drafting tool -set component that allows you to store and use any number of different templates. The drafting editor includes a complete set of drafting tools, including predefined boilerplates available for a specific file type. Additionally, a user can draft a new legislative text based on text from a different file altogether (e.g., a similar past file, an outside Word file, or other imported text). Other standard features include: file version control, user definable data fields, spell checking, and more. The drafting tool -set includes: • Any number of predefined drafting templates, • Text File import for outside documents, • User defined library of pre -defined text sections for commonly required legal definitions and other, • Spell check library with user defined exception dictionary, • Active common phrase library for repetitive sentences, descriptions and other • Auto save and section recognition function to automatically populate the Agenda Title and other appropriate sections, • Version control management including saving Word Track Changes edited versions • Option to include plain text or text attributes (i.e. underline, strike-thru, font color, etc.) in published agenda. Additionally, you can define certain required fields that must be completed in order to process the request, such as a dollar amount. This control not only facilitates the pre - introduction review steps, but it helps reduce any redirects associated with missing or incorrectly drafted information. smart calendar Management Overview: The Legislative Management Suite provides you with the ability to schedule, store, and track all dates, times, and locations of meetings. You can schedule as far into the future as 1 )me 2012 J,' Su Mo Tu We Th R S. S,,m, A,a dtl ka , ..r 1 2 (t file Lreand )¢nmrull 3 5 6 7 8 9 10 11 12 13 14 15 16 17 18 10 20 21 22 23 Float A'ft. 24 25 26 27 28 29 30 needed and publish all dates to your public legislative portal. This feature also allows users to manage items and to automatically include them on the appropriate agenda without having to predefine agenda dates for all meeting bodies. The unique Smart Calendar feature makes certain that items are never lost or forgotten and are always acted on by the appropriate body. granicus.com I info@granicus.com page 14 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving PREPARING AGENDA ITEMS BASED ON DATES/SCHEDULES: The system automatically places an item on the appropriate meeting body's calendar based on the controlling body and the status of the item. This feature gives users flexibility in managing item placement as well as guaranteeing items will be acted on and never misplaced. When assigned, file agenda dates are color -coded to provide a quick visual reference that indicates past, present, or future agenda assignment dates. The calendar function provides three options for placing an item on an agenda: l . The requestor may open the calendar icon and select a specific date, if known 2. The requestor may enter a general date and the system will automatically place the item on the next appropriate meeting agenda on or after that date 3. The requestor may leave the agenda date field blank and the system will automatically place the item on the next appropriate meeting agenda once all the approval criteria is met An item will not be placed on the agenda unless the appropriate approvals have been logged or until an authorized individual sets the status of another defined item. CALENDAR PUBLICATION: End users have access to a dynamic calendar of all meetings or other scheduled meetings and events. Staff, board/committee members and citizens can view schedules along with agendas and minutes through an Internet browser. The fully integrated calendar uses a dynamic link to the meeting records stored in the Granicus system. Simply add a new meeting and the scheduled event automatically appears in the online meeting calendar for the correct date. Users can search available data, sort the calendar by a particular meeting body, and view events for a particular day, month, or an entire year. All related public file information is automatically included and dynamically linked to the agenda and record in this single on-line screen form. Staff and citizens can drill down to individual file information, attachments, related files, sponsors, previous actions and vote information and much more. granicus.com I info@granicus.com page 15 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Automated Agenda Assembly CUSTOMIZE AGENDAS FOR EACH MEETING BODY: Legistar includes the ability to automatically generate and format unlimited agendas for any meeting body including boards, councils, committees, commissions, and departmental agendas. The entire agenda assembly methodology is identified and defined by your current workflow during implementation. The system will automatically gather and compile the appropriate data for each meeting body's agenda. PAPERLESS AGENDA APPLICATION, (LEGISLATE@: Allows staff and elected members to review paperless agendas, supporting documents, and take personal notes all through iOS, Android and Windows systems Legislative Task and Activity Tracking In addition to the agenda item approval tracking, Legistar tracks the path of each ordinance, resolution, and other legislation with a series of historical records marking the life of the issue through the legislative process. Each historical record can be described by legislative actions: referrals, responses on a referral, reasons that an action was taken, or any discussions or background information that led up to that action. For each tracked agenda item, the system captures the following data in the historical record: • Meeting body or department taking the action • Action taken and date • Verbatim action notation and full minutes text • Version of the text file that was current when the action was taken • Target of the action (e.g., to whom a referral is being sent) • Date returned (used for referrals) • Due date, if any (used for referrals) • Mover, seconder, and individual votes Individual routing entries, version changes, referrals to departments, final approvals, and other file events are automatically captured by the system and can be queried, displayed, and included in appropriate reports. granicus.com I info@granicus.com page 16 G R A N( C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Online, Legislative Portal and Public Access Standard Website Integration: Granicus is -' -- committed to ensuring your citizen -facing web Portal fits into your website seamlessly. Legistar= - _ r.- offers a standard research portal for legislative information that matches the look and feel of your branded website and is open to the public. - w_- Publishing your public records to an easy -to- -- navigate page can significantly reduce public information requests as well as costs associated with copying and printing. This public -facing portal provides a complete browser -based solution for organizing, searching, printing, and otherwise accessing public information. No additional work is required by the clerk's office, IT or other departments to maintain the page, significantly reducing the administrative burden of updating public information and responding to information requests. The legislative web portal includes the following features: LEGISLATION RESEARCH: Allow staff and public users to access legislative file information and reports through the 1` Internet. All publicly available legislative files, supporting documentsu a ti and attachments, important dates, j and more can be accessed online at I any time MEETINGS CALENDAR: Provide public access to a dynamic calendar of all board, committee or other scheduled meetings and events. Staff, board members, and citizens can view schedules, agendas, and minutes through an Internet browser. Users can search available data, sort the calendar by a particular meeting body, and view events for a particular day, month, or an entire year. Plus, the PDF Server automatically converts Excel, Word, MS Office documents, and other file attachments to PDF documents. DEPARTMENTS AND PEOPLE: The "Departments and People" tab allows constituents to search, view, or contact council, committee and other elected and/or appointed members through your website. Staff, board members and citizens can view representatives' information, open positions, terms of office, vacancies, and more. As you add or change office membership or personal information, updates automatically appear on your public legislative portal under the "Departments and People" tab. granicus.com I info@granicus.com page 17 G GRAN ICU RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving STREAMING VIDEO OR AUDIO: Many government agencies now maintain digital video or audio recordings of their public meetings. Take recordings a step further and provide the public with a recording indexed to an agenda or minutes record. PUBLIC AND PRIVATE ACCESS: You have a great deal of flexibility in configuring the system's appearance. Configurations include the website header, graphics, fonts, skins, and messages that match the look and feel of your website. The legislative portal is accessible through an Internet browser and is intuitive and flexible. The general public, businesses, media, and others can access, search, track, and share public data through this page. Authorized staff members may have extended functionality through a secure personal login. Authorized users have the ability to add attachments to a meeting agenda record, including approved minutes of the previous meeting to add to the current meeting. Search Legislation and Subscribe to Online Notifications The public legislative portal includes a number of intuitive search and communications tools that allow users to be notified when information of interest is published. Users can also provide feedback to representatives or share search results over social networking sites. Subscription and share features include: RSS: Our web portal also includes standard RSS feeds. Staff and citizens can subscribe to content and receive real-time notification when it's updated for things like legislative history changes to items. SOCIAL 6OOKMARKING: Social bookmarking is available for board members and users, allowing them to store, organize, search, and manage agenda bookmarks. Our customized web portal allows users to save webpage links that they want to keep and/or share. These bookmarks can be saved privately, shared only with specified people or groups, or shared inside certain networks or another combination of domains. ADVANCED SEARCH: Granicus provides advanced search capabilities modeled after Google Search. Granicus search allows you to search all legislative data, including meeting videos if available. Filter searches by date, item status, department or meeting body, and more. Results take the user to the specific record or the point in the meeting video when the searched topic was discussed. The search engine allows users to perform an unlimited number of search parameters at the some time and do complex inquiries in a single pass. These search qualities are available both internally for staff and to the public via your online legislative research portal. granicus.com I info@granicus.com page 18 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving System Reports Reports are automatically generated based on the data entered into the system. Once data has been added, the system uses its built-in sort and formatting routines, defined by the documents they are intended to produce, to abstract the correct information, and produce all requested documents in specific formats: agendas, certifications, notices, and minutes. Some standard report types are listed below. The operator may also specify the printing of subsets of pages of a report, rather than the entire report. • Hearing notices • Subject matter index • Agenda item reports • Matters introduced • Voting record • Matter summary • Meeting attendance • Mailing labels • Item master • Meeting calendar • Agenda and Minutes reports • Certified copy • Pending items list • Meeting referral notice • Signature copy These and other system generated reports may be previewed, directed to a printer, saved to a local directory, or exported in PDF or HTML format for later use or transmission to other departments via electronic mail or media transfer. In addition, a number of table and status reports are included with the system and can be generated on demand by system users. Automated Minutes Annotation The minutes feature within Legistar was designed by clerks to significantly reduce the time it takes to create and publish minutes. All actions, votes, and notes can be captured for a seamless, round-trip workflow. Staff can publish draft minutes to the organization's website within minutes of a meeting's adjournment. Plus, the system can reassign agenda items to the appropriate department based on the actions taken during a meeting, saving staff time and reducing errors. Administrative Controls, Featuring Remote Administration Legistar has very defined administration privileges with hundreds of security settings. Security features can be defined to a single field, user, or group and include permissions that can be applied to all data and activities. Granicus provides full system administration experts who will work with you to provide administration remotely, in addition to training you on your own administration control settings. Our administrative and technical support is available to you 24/7,365 days a year to assist you in configuring your system. Administration is easily managed through intuitive forms and table -controlled settings that do not require technical expertise. Even users with limited technical skills can be trained on how to create and manage security and other administrative modifications. granicus.com I info@granicus.com page 19 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Define an unlimited number of security groups, each having its own settings and names. For example, a "Legal Office" group could have "add" and "edit" access but permission to generate an agenda or take minutes. Secured and non -secured statuses on different file types, agendas, and minutes allow you to further define the records that can be viewed. For example, the Finance Department could be restricted to creating/editing agendas and minutes only for the Finance Committee. You can control access to most functions, including viewing, editing, and deleting records and agendas and printing reports. Security can be set for all of the following functions: • Viewing, adding, editing and deleting files • All text functions • Editing fields within the Legislative File screen • Adding, viewing, or editing agendas and minutes • Viewing or editing legislative history lines granicus.com I info@granicus.com page 20 GG-R A N I CU S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving SCOPE OF WORK The following scope describes the City's ideal automated agenda workflow and video streaming/archiving solution. Proposals may: 1. Combine automated agenda workflow and video streaming and archiving; Granicus Response: Standard feature of the proposed combined systems. The Granicus Platform allows different components to seamlessly talk and share content without integration effort or cost. This also provides easy functional scalability as desired. 2. Be limited to automated agenda workflow; or Granicus Response: Although Legistar can be a stand-alone solution for agenda workflow -we are proposing that the City utilize Legistar in conjunction with our video streaming and archiving application for a fully integrated solution. 3. Be limited video streaming and archiving. Granicus Response: although our video streaming and archiving offering can be a stand-alone solution, we are proposing that the City utilize Legistar in conjunction with these services for a fully integrated solution. If the proposal includes both automated agenda workflow and video streaming and archiving, each component must be capable of being purchased and implemented independent of the other component. Proposal pricing should indicate total pricing for each individual component. Proposals that offer discounted pricing for purchasing both automated workflow and video streaming services shall be indicated in the cost proposal. Granicus Response: as noted above - our software can be utilized as stand-alone products, or as a comprehensive solution to the City's needs. A. Automated Agenda Workflow The ideal automated agenda workflow program should have the following features and functionality: 1. Customizable Workflow -the system allows the workflow to be customized as needed and allow for different workflows to be used for different departments or meeting types. Granicus Response: Standard feature set of Legistar. 2. Email Notifications -send email notifications when an item has been approved, rejected, needs further work, or when a reviewer has an item to approve. The system should also include an option to send reviewers and submitters reminders when they have outstanding items to do. Granicus Response: Standard feature set of Legistar. granicus.com I info@granicus.com page 21 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 3. Web Access - the program should be accessible via the web, so that users may submit, review, and approve/deny items from the web. Web access should be compatible with common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. Granicus Response: Standard feature of Legistar. 4. File Upload Options - the program should allow users to upload different file types, including Word documents, PDF, Excel, and image files. Granicus Response: Standard feature of Legistar. 5. Preparing & Editing Agenda Staff Reports - the program will allow users to prepare reports outside of the program, using programs such as Microsoft Word, then allow users to upload reports in Word or PDF file format. The program will also allow reviewers to make edits to reports. If reports are submitted as Word documents, the reviewer should have the ability to download the report, make changes, and upload the edited document. Granicus Response: Standard function is included that allows approvers with appropriate permissions to download a text file locally, make edits off-line and upload the edited version back to the file. This includes the ability for the System Administrator to elect to use either MS Word or the built-in RTF editor. Either choice will host City definable text templates for drafting reports. 6. Reviewer Options - reviewers in the workflow should have the option to provide comments and feedback to submitters as well make changes to reports or attachments. Item History - the system should document the progress of an item as it moves through the workflow, including when an item was submitted, reviewed, rejected, approved, and any comments provided by reviewers. Granicus Response: Standard feature set of Legistar. An unlimited number of pre- defined workflow sequences may be stored and adapted to standard or ad -hoc approval workflows. This includes the ability to route, escalate, delegate, pause and request additional review time, and more. All actions are recorded in a detailed transaction log and all approvers are notified of status and actions taken by others for complete transparency. 7. Export to Single PDF Document - the program should export the agenda packet into a single PDF document. Granicus Response: Standard feature of Legistar. 8. Agenda in Word Format - the program should allow the agenda for a meeting to be exported to Word document. Granicus Response: Standard feature of Legistar. granicus.com I info@granicus.com page 22 GRAN I C lJ S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 9. Templates - the program should include the option to create a template for agendas. The program should allow the City Clerk to easily modify existing templates or create new templates as needed. The option to integrate templates for staff reports will be considered favorably. Granicus Response: Standard feature of Legistar includes the ability to define and unlimited number of meeting body agenda formats. Heading definitions, font, point size and color can be unique for each body as well as committee or department logo and agenda definitions. All aspects of agenda creation can be managed by the City System Administrator without needing to contact Granicus. 10. Agenda Reporting - the program should have the ability to generate reports of agenda items by Council meeting dotes. For example, a future Council item report that shows upcoming meeting dates and the items tentatively planned for those dates. Granicus Response: Standard feature of Legistar. The system includes over 30 standard file and agenda reports including user level ad -hoc content selection. 11, Export to Laserfiche - the program should be able to easily integrate with the Laserfiche enterprise content management system. The proposer is responsible for verifying Laserfiche licensing and functionality. Granicus Response: Full comprehensive Granicus/Laserfiche integration module is included in this proposal. Video Streaming & Archiving The ideal program should have the following features and functionality: 1. Live & On Demand - the program should allow videos to be available for live meetings and on demand from a desktop or mobile device. The program should automatically compensate video quality according to the bandwidth of the receiving device to ensure stable viewing. Additionally, viewers should be able to view meeting videos from common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. Granicus Response: Standard feature of our Video Streaming & Archiving system. 2. Agenda Packet - the corresponding agenda packet should be viewable while watching meeting videos. The program should provide full text search of all agenda packet materials. Granicus Response: Standard feature of our Video Streaming & Archiving system. 3. Indexing - the program should allow videos to be indexed while the meeting is happening. The program should also allow indexing so that links form the agenda will take videos to the corresponding portion of the meeting video. Granicus Response: Standard feature of our Video Streaming & Archiving system. granicus.com I info@granicus.com page 23 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 4. Archive Integration - the program should allow the City's existing videos to be integrated into the program. The City has videos for City Council meetings and audio files for council committees and boards/commissions or roughly 150 meetings. Granicus Response: Standard feature of our Video Streaming & Archiving system. 5. Browser Compatibility - the program should be compatible with common browsers, such as Internet Explorer, Firefox, Chrome, and Safari. Granicus Response: Standard feature of our Video Streaming & Archiving system. All programs (Automated Agenda Work Flow and Video Streaming Archiving) should include the following: C. Accessible through Mobile Devices Allow Council Members, Commissioners, staff, and the public to access the agenda, agenda packet and attachments, and meeting videos through a mobile device, whether through the agenda workflow or video streaming side of the program(s). The mobile access should allow users to view agendas, staff reports, and attachments. If the program allows users to take notes that can be accessed on different devices. Granicus Response: Standard feature set of our proposed systems. D. Analytics Collect web analytics of public viewing and accessing agendas, agenda packets, and meeting videos. Granicus Response: Standard feature of our Video Streaming & Archiving system. E. Support & Training The proposal should include in -person administrator training and user training for City staff members who will be using the program. The proposal should include the option for support on an ongoing basis, including after-hours support. Access to a support "knowledge base" for general or technical inquiries is also desired. Granicus Response: Standard feature of our Video Streaming & Archiving system. F. Technical Considerations Santa Ana is open to either an on -premise solution or a cloud/hosted solution. Granicus Response: Our mission is to help state and local government agencies utilize technology to help them achieve their mission without wasting precious resources, which is why we strongly recommend customers choose a software -as -a -service solution (SaaS). The ultimate benefit of SaaS is that customers can spend less time on undifferentiated tasks, and more time focusing on the core competencies that add value to their organizations. granicus.com I info@granicus.com page 24 G GR A N I CU S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving With Granicus SaaS offerings, you have the added benefit of our partnership with Amazon Web Services (AWS). The AWS virtual infrastructure has been designed to provide optimum availability while ensuring complete customer privacy and segregation. AWS's highly secure data centers use state-of-the-art electronic surveillance and multi -factor access control systems and maintain strict, least - privileged -based access authorizations. Their environmental systems are designed to minimize the impact of disruptions to operations, and their multiple geographic regions and availability zones allow customers to remain resilient in the face of most failure modes, including natural disasters or system failures. AWS manages over 1,800 security controls to provide an optimally secure environment for all of their customers. Current technical environment consists of: Windows 7 and Windows 10 PCs • Microsoft Office 2010, 2013, 2016, but planning on migrating all to 2016 this year. • VMWare virtual server environment • Microsoft Exchange Server 2010, but planning upgrade to Exchange 2016 this year. • Laserfiche EDMS 9.2, Laserfiche Forms 10.2 The ideal program will be compatible with and will not require upgrades to the existing systems. Granicus Response: We do not anticipate any compatibility issues with the City's current technical environment. The proposed solution must allow delegate users and groups, as well as security access that is authenticated against the City's Active Directory for single sign -on. Granicus Response: When Administrators choose to configure Active Directory Authentication for Legistar, a run-time query is made against the customer provided Active Directory endpoint and the current user credentials (signed in to the Windows machine) that is attempting to sign -in to Legistar is validated against AD as a valid and active user account. Once authenticated against AD, the users authorization (Roles and permissions) are determined via the permissions configured for that user in Legistar. The proposal should include long-term warranty for all system hardware, if applicable, and ongoing support and maintenance of any software. Granicus Response: Please see the Support and Maintenance section of our proposal for more information on this requirement. granicus.com I info@granicus.com page 25 GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Key Staff Granicus Response: Please see the following section 4. Project Teams: 4.1. Granicus Project Team, for detailed information on who Granicus assigns to a project team. Please note that although we cannot assign specific personnel prior to a contract award, Josh Hurni will continue to be your primary point of contact throughout the project. granicus.com I info@granicus.com page 26 GG R A N ICU S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Implementation & Training Please note that since the City is a current Video Streaming & Archiving customer, we have not included an implementation timeline for these services. The below information is for Legistar implementation only. 1. INTRODUCTION AND BACKGROUND This Scope of Work ("SOW") defines deliverables, responsible parties and timelines for the implementation, and post -implementation service and support, of the legislative management solution provided by Granicus, Inc. ("Granicus") to the City of Santa Ana ("Client"). This SOW is an integrated component of the final contract between Client and Granicus. Client has selected Granicus to provide a(n) Agenda Management (Legistar) solution. Business objectives to be achieved by this solution are as follows: Open Platform and Government Transparency with Legistar • Reduce public inquiries with searchable, self-service access online • Allow the public to track legislation, ordinances, and voting member records through Client website • Provide historical tracking and reporting on all legislation initiated in the solution Legistar • Streamline business process and workflow throughout the legislation process: from drafting through adoption and filing • Perform tasks associated with legislation drafting, review, approval, and filing process electronically • Automate the legislative workflow with electronic approvals and signatures All Solutions • Receive training for all members of the organization through a "train -the -trainer" concept Substantially reduce hardcopy printing of documents related to meetings and legislation granicus.com I info@granicus.com page 27 GGRAN I C U S REP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 2. PROJECT SCOPE 2.1. Granicus Modules Included in this solution, Client will receive the following Granicus modules: LEGISTAR is Granicus's end -to -end legislative management solution. Features include: a. Live recording of actions, notes, speakers, and attendees will be through LiveManager. These recordings import directly and automatically into Legistar (user will initiate this action), automating the minutes recording process. b. Granicus will configure Legistar and Media Manager to allow for an import and export process to occur. Granicus will perform one or more tests after Legistar is configured to confirm data imports and exports from Legistar and Media Manager. c. Automation of the following business processes to support a streamlined workflow, with modifications to achieve the best practices as necessary: I. Legislation Drafting and Submission: when departments, agencies or Council Member initiate legislation II. Legislation Review and Approval: draft legislation delivered to departments/agencies or meeting body for review and approval III. Agenda Management: create and publish meeting agendas, provide supporting material, and manage status of agenda items (e.g., withdrawal, held, etc.) IV. Meeting Management: create meeting minutes, provide supporting material, and manage status of meeting items V. Public Portal: publish items (e.g. agendas, minutes, statuses) and video to Client public portal VI. Amendments: can be recorded at every point of the legislative process VII. Bill Closeout: record approvals, electronic signatures (Approval Tracking System) and digital filing VIII. Version Control: full version control of legislative files (not attachments) throughout the legislative cycle d. Electronic legislative history tracking and reporting: ability to research previous and current legislation created within the system and supporting material, the actions taken on the item/current status, and report on it. e. Granicus provides a selection of standard formatting for a variety of reports/documents (e.g. agenda packets, minutes, meeting calendar, attendance report, etc.). Granicus will deliver these reports/documents as part of the functionality of the system. Utilization of any or all of these reports is at Client's discretion. f. Samples of the reports/documents with the default configuration can be viewed at: http://tinyurl.com/oonlamr. These reports/documents can be modified at Client's request at no additional cost if the requested modifications do not granicus.com I info@granicus.com page 28 GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving require changes to the application's core code. Changes that require core code modifications are considered out of scope. g. Development of up to 25 workflows for the primary meeting body that can be used concurrently, allowing unique departmental processes to be tracked electronically. Additional workflows can be created by internal users and training will be provided on how to do so during System Administration Training. h. Creation of an InSite webpage which can be customized, as desired, in the following ways: I. Insertion of a header/banner image at the top of InSite (Client can specify or Granicus can pull an image off of its homepage). The image should be at least 100px high, logos are preferable. II. ii. InSite color theme. Please select one from the following options presented here: http://tiny.cc/o9l e5x. III. iii. Removal of any of the default tabs (e.g., People, Council, and Departments) IV. iv. Change of any of the captions/labels (e.g., changing "Legislative Text" to read "Staff Report" or changing "Calendar" to read "Schedule") V. v. Remove fields or captions VI. vi. For existing Clients: a tab created to point to the existing view pages VII. vii. Note: InSite is not developed or supported when used as an !Frame. Individual colors in the text/design elements cannot be individually changed. InSite must use the theme system. 2.2. Licensing, Training, Managed Services, and Support a. The licensing for this solution is considered to be a site license. b. Software configuration and installation as included in the upfront and managed service fees c. Installation of the software system into one environment d. Configuration, support, and software updates for one meeting body are included in the monthly managed service fees. A meeting body is understood to mean a body that requires any combination of the following: I. A unique agenda template II. A unique minutes template III. Any other unique template IV. A separate meeting type, title, or purpose Additional meeting bodies are considered out of scope. e. Integration and validation with existing Granicus solution and content f. Go -Live support g. Training Classes. Granicus will provide online training to Client's designated System Administrators and on -site training for user training, which will be administered in a train -the -trainer approach. granicus.com I info@granicus.com page 29 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving h. Access to reference and support materials and documentation API Integrations. Granicus makes available the use of its various APIs to its Clients to enable them to extend their Granicus data in a variety of ways. Examples include leveraging the API to import data from a third -party system into Granicus and, conversely, exporting data to a third party system. Granicus will provide its APIs, as well as any existing documentation, to Client upon request. Any modification to the API is considered out of scope. 2.3. Additional Components, Not Included (For Legistar Only) 1. MUNICODE INTEGRATION: Legistar-Municode integration so that so that legislative searches conducted on Client's InSite page can return data from both Client's Legistar database and Municode. 2. LASERFICNE INTEGRATION: LOserfiche integration so that files can be both retrieved from and deposited into the Laserfiche system (Laserfiche required). 3. An ADDITIONAL DATABASE can be purchased if an additional training or QA environment is required. 4. ATS (APPROVAL TRACKING SYSTEM/ONLINE APPROVAL SYSTEM): (Note: This a default component of the Legistar system that allows for electronic approval to be used in the various workflows and is optional.) Granicus will review the approval tracking sequences with Client on Needs Analysis Call #3 and configure up to 25 complete sequences. Client's project team is responsible for configuring additional approval tracking sequences if more than 25 are required. granicus.com I info@granicus.com page 30 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 3. OUT OF SCOPE This section captures the most common out -of -scope scenarios that Granicus encounters during the lifecycle of any given project. Granicus will not engage in any out -of -scope work without prior written approval from Client. Any product change or enhancement not explicitly listed in the project scope in Section 2 is considered out -of - scope. 1. CREATION OF CUSTOM REPORTS a. A custom report is defined as a report that requires modifications to the core application code in order to achieve a desired format or purpose. b. Examples of out -of -scope custom reports include, but are not limited to: I. Creating a brand new data field that does not exist on any report or existing database II. Having data that displays on one type of report display on another III. Adding a second logo to a report IV. In general, modifications to formatting (font, size, or justifications), or hiding or moving certain data elements on a single report, are not considered custom reports, and are thus considered "in -scope." c. The creation of any custom reports requires a separate assessment and project scope. Billing for custom reports is assessed on an hourly basis at the current professional services rate. 2. API Integrations a. Examples of out -of -scope API requests include, but are not limited to: 1. Requests to make modifications to API functionality to accommodate any third party integration II. Any feasibility/data gap analysis to determine whether or not an API will be suitable for any Client integration or business need III. Any custom programming/configuration done by a Granicus staff member or contractor to accomplish or in pursuit of accomplishing any API integration IV. Any request for support regarding a third -party integration not created by Granicus or its contractors V. Any other AN integration not clearly defined by this original scope of work b. Billing for out -of -scope API integrations is assessed on an hourly basis at the current professional services rate. granicus.com J info@granicus.com page 31 G GRAN I CUS RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 3. Data conversion and migration of historical data into Granicus: A data conversion/migration is defined as a service whereby Client requests Granicus to move, convert, upload, or otherwise make available any data not originally generated by a Granicus product to appear or be utilized in Client's Granicus solution. Common scenarios include (but are not limited to): a. Moving previous video data captured by another system or process into the Granicus solution b. Moving previous agenda, minutes, legislative documents or data into the Granicus solution c. Ensuring the video data and meeting documents remain associated with a specific meeting 4. Product changes or enhancements: If Client wishes to make a feature request, it may do so at any time through its Granicus Granicus Project Manager during this implementation. Granicus, at its sole discretion, will then choose whether to and how to implement any given product request. granicus.com I info@granicus.com page 32 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 4. PROJECT TEAMS 4.1. Granicus Project Team Granicus will assign the following team members to Client's implementation project: 1. PROJECT MANAGER (GRANICUS PM): This is the primary person responsible for the implementation of and adherence to project plans. See below for the full job description. 2. BUSINESS ANALYST (LEGISTAR ONLY): This person leads the customization and set up of the Legistar solution. 3. DESIGNER: The Designer is responsible for customizations and modifications of Granicus products that relate to reports and web design. 4. SOLUTION VALIDATION ENGINEER: This team member is responsible for reviewing Client's technical compatibility with new or existing Granicus solutions. He or she will confirm the solution will work in Client environment and ensure Client will maximize the intended and desired benefits from the solution. 5. PRODUCT TRAINER: The Trainer delivers instructor -led online or in -person training. Granicus reserves the right to make adjustments to the project team roles as deemed appropriate. The Granicus resources assigned to this project will be knowledgeable of the Granicus modules included in the solution and Client's business processes and requirements. These resources shall be fully capable of performing assigned duties, fulfilling project commitments, and communicating with Client team members effectively. granicus.com I info@granicus.com page 33 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving GRANICUS PROJECT MANAGER RESPONSIBILITIES The Granicus Project Manager will manage the Granicus project team and work with Client's Project Manager to establish a framework for communication, documentation, and reporting to be used throughout the project. The Granicus Project Manager responsibilities include, but are not limited to: 1. Collaborating with Client's Project Manager to establish a project plan, including the project schedule and deliverables 2. Giving Granicus team members a clear understanding of their respective responsibilities throughout the project 3. Managing the activities of the Granicus project team to help maintain on -time completion of deliverables 4. Ensuring Granicus completes all unit and integration testing on all configurations and interfaces prior to training 5. Monitoring the progress of the project and advising Client Project Manager of any risks that could impact an on -time completion of specific tasks and deliverables 6. Maintaining regular communications with Client Project Manager 7. Managing escalations and timely resolution of any issues 8. Managing the approval and timely completion of change orders 9. Maintaining documentation of decisions made, commitments and follow-up items, deliverables, and other items/issues associated with the project for which Granicus is responsible granicus.com I info@granicus.com page 34 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 4.2. Client Project Team Client will assign the following team roles: 1. PROJECT MANAGER (CLIENT PM): This is the main point of contact responsible for the implementation and adherence to project plans. See 4.2.1 below for the full job description. 2. CLERK: It is important that the Clerk is an integral part of the Project Team to be the expert on the legislative process of the Council, from the approval process of legislation to the creation of minutes. This person will also be responsible for indexing the recording during the meeting if video/audio recording is involved. 3. IT LEAD: The IT Lead works closely with the Project Manager to ensure that the solution is deployed properly and helps solve IT issues that might arise. 4. SOLUTION ADMINISTRATOR: The Solution Administrator should be a person who is closely involved with the legislative and meeting processes: from the approval process of legislation to the creation of minutes to the online publication of meetings. The Solution Administrator's responsibilities will include, but not be limited to: collaboration with Granicus resources on the project schedule deliverables; and coordination with key stakeholders, representatives, and decision makers. 5. BACKUP SOLUTION ADMINISTRATOR: This Backup Solution Administrator will serve as the backup to the Solution Administrator and preferably has a solid understanding of the legislative and meeting processes of Client jurisdiction as well as a good level of technological skills. 6. (OP GT ONLY) VIDEO INDEXER: Should the solution include video, the Video Indexer will be indexing/time-stamping the video in LiveManager if the Clerk cannot. This person can be from the Clerk's staff or a member of the AN team depending on Client's unique workflow. 7. SUBJECT MATTER EXPERTS (SMES), including but not limited to: Client Council Secretary, Legislative Analyst(s), and other representatives, as deemed appropriate, from Client Attorney's Office, Mayor's Office, Clerk & Recorder's Office, Budget Management Office, etc. Granicus will work with Client to make adjustments to the project team roles as deemed appropriate. The allocation of Client resources to the project may be variable according to: 1. The duration of the project 2. The level of internal Client agreement 3. The number of customizations required in the solution granicus.com I info@granicus.com page 35 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Client resources assigned to this project shall be fully capable of performing assigned duties, fulfill project commitments and communicate with Granicus team members effectively. CLIENT PROJECT MANAGER RESPONSIBILITIES Client Project Manager shall manage Client's project team and work with the Granicus Project Manager to establish a framework for communication, documentation and reporting to be used throughout the project. Client's Project Manager Responsibilities include, but are not limited to the following: 1. Collaborate with the Granicus Project Manager to establish the project schedule and deliverables 2. Ensure that all members of Client project team have a clear understanding of their respective responsibilities throughout the project 3. Manage the activities of Client's project team and partner resources to ensure the on -time completion of tasks and deliverables; create, maintain/update and complete all required project artifacts and other documentation 4. Monitor the progress of the project and advise the Granicus Project Manager of any risks that could impact an on -time completion of deliverables 5. Manage and track the project budget; flag for the project sponsors if additional funds are needed to complete the project 6. Maintain regular communications with the Granicus Project Manager and Client's project sponsors 7. Ensure that members of the Granicus Project Team have to Client's legislative process documentation and other Client resources to gain a sufficient understanding Client's legislative process and requirements to ensure a successful and effective implementation of the solution 8. Ensure that any customizations to the solution are fully specified and documented 9. Ensure that change orders contain a complete description and specification of the changes required granicus.com I info@granicus.com page 36 G G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 5. PROJECT TIMELINE Work shall be performed according to the target milestone timeline below, based on projects similar to Client's. Timelines may change based on mutual agreement between Client and Granicus. Phase Scheduled Completion 1 Project Start -Up 2 weeks from contract execution 2 Implementation 1-9 week(s) from contract execution 3 Implementation Completion 1-10 week(s) from contract execution 4 Training 1 1-14 weeks from contract execution 5 Scope of Work Completion 12-15 weeks from contract execution 6. MILESTONES For each milestone, Client's authorized representative shall give final, written approval that individual deliverables and milestones have been completed. 6.1. Milestone 1: Project Start Up 6,1.1. Staffing and Project Management Success of the project is dependent on both Granicus's and Client's commitment to collaborating and performing the tasks and obligations described in this SOW. Both Granicus and Client shall provide reasonable turnaround times (to be mutually agreed upon) on critical decisions, information requests, and approvals that are required to ensure that project tasks and deliverables are completed on time. 6.1.2. Project Plan Client and Granicus will work together to develop a comprehensive project plan consisting, at a minimum, of the components outlined below which are broken out by responsibility and ownership. DELIVERABLES: 1, Communication Plan: Client and Granicus will collaborate on and document processes to communicate project information to Client and vice versa. The plan, at minimum, should include: a. Regularly Scheduled Status Calls: Members of both Client and Granicus project teams should participate in regularly scheduled calls to provide status updates, discuss open issues, project risks, etc. b. Written Status Updates: Both Client and Granicus Project Managers should also provide written status updates at regularly scheduled intervals (e.g., weekly) to an agreed upon distribution of stakeholders, project team members and other appropriate personnel at both Client and Granicus. granicus.com I info@granicus.com page 37 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving c. Escalations: In the event that the Granicus Project Manager does not respond to Client's needs, Client shall directly contact Granicus's Director of Professional Services (please email implementation@granicus.com to contact the Director of Professional Services). 2. Resource Plan: Client and Granicus will collaborate to compile a list of all personnel from Client and Granicus that are associated with the project. The list should include each person's role in the project and contact information as well as their allocation to the project. 3. Training Plan: Granicus will provide Client with the Training Plan on the Project Kickoff Call. 6.2. Milestone 2: Implementation Granicus will deliver any required and purchased hardware to Client. Granicus will install and configure solution software for Client. Customization and Configuration Design Phase: Granicus will collaborate with Client to develop the architecture and configuration design for each module of the overall solution. Deliverables: a. Architecture Design Document b. Summary of Configuration Design Document Open Platform: The Granicus Open Platform is the cloud -based foundation for all Granicus applications. It allows government organizations to manage and store an unlimited amount of government public meeting data and includes free access to Granicus's APIs and SDKs. The Granicus Open Platform includes the ability to upload and publish content including videos and documents. DELIVERABLES: MediaManager. MediaManager is a web -based platform that allows data to flow among the various Granicus modules included in the solution. For example, agendas created in Legistar can be accessed during meetings via LiveManager and also from mobile devices using the iL.egislate app. Also, meeting videos recorded through LiveManager can be trimmed from MediaManager. MediaManager is a hosted on the Granicus cloud, therefore it will not have to be installed on individual user machines. MediaManager Deliverables: a. Granicus will provide a MediaManager URL (usually clientname.granicus.com). b. Granicus will provide a username and password for the primary stakeholder (usually the Client Project Manager). c. Client will receive a public -facing citizen web portal. granicus.com I info@granicus.com page 38 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Meeting Efficiency (Legistar Clients Only): Legistar clients will have the ability to import data recorded in LiveManager—including motions, votes, notes, and speakers —directly into the minutes in Legistar. Legistar: Legistar is the primary module that makes up the Granicus legislative management solution. It has functionality to draft and submit legislative items, agenda management, automated process workflow and approvals/electronic signatures, and document storage and organization. DELIVERABLES: a. Legistar installation package and instructions b. Needs Analysis Survey c. Based on the information provided in the Needs Analysis Survey, a Granicus Business Analyst will conduct Needs Analysis Calls to configure Legistar in accordance with Client's requirements, including: I. Templates used for data entry (e.g. legislation creation) II. Agenda Templates: Granicus will create and configure meeting agenda templates for one meeting body. III. Legislative and Minutes Templates: Granicus will create and configure one legislative item template and one minutes template. IV. Legislative process workflows V. User groups, roles, and permissions d. Legistar Output (Reports) Review: Granicus will work with Client to determine if standard Legistar output (reports) available from Legistar meet Client's requirements. For any requirements not met, Granicus will work with Client to define any needs that require custom configuration (to exclude customizations that would require changes to Legistar's base code). e. InSite: Granicus will set up an online public portal for Client that allows staff and public users to access meeting calendar/schedule, legislative files, supporting documentation, meeting agendas, minutes and videos at any time (current and past/archived). Users will be able to search, sort and export data to Excel, Microsoft Word or PDF. Designated Client users will be able to publish meeting agendas and supporting documents, minutes, video, etc., to InSite directly from Legistar (and not via MediaManager). Access to Legistar: Client staff and Council Members who have access to Legistar will be able to access the application from outside of Client's network through a log -in on the InSite page. This will provide access to full functionality in Legistar including the ability to draft, edit, review and approve items, etc. (note that when accessing items via the legislate app, users are limited to read-only and bookmaking capabilities). granicus.com I info@granicus.com page 39 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving a. Granicus will create Client's InSite webpage and will customize it to reflect Client's branding limited to: I. Insertion of a header/banner image at the top of InSite (Client can specify or Granicus can pull an image off of its homepage). The image should be at least 100px high, logos are preferable. II. Creation of standard player page with Client header. III. InSite color theme. Please select one from the following options: http://tiny.cc/o9l e5x IV. Removal any of the default tabs (e.g., People, Council, and Departments) V. Change of any of the captions/labels (e.g., changing "Legislative Text" to read "Staff Report" or changing "Calendar" to read "Schedule") VI. Remove fields or captions VII. For existing Clients: a tab created to point to the existing view pages. Note: InSite is not developed or supported when used as an iFrame. Individual colors in the text/design elements cannot be individually changed. InSite must use the theme system. b. Granicus will present the customizations to Client for approval prior to deployment being considered complete. c. Granicus will enable the publication of agendas, minutes, legislative documents, video, etc., from Legistar to InSite. d. Granicus will enable access to Client's InSite page from Client webpage. 6.3. Milestone 3: Implementation Completion Granicus performs unit and end to end testing as part of the normal development process. Granicus will conduct unit testing and integration testing using the following script for this implementation. (Please note this testing may be limited to one client machine and/or Granicus Encoding Appliance residing at Client.) Client is responsible for all client end -to -end testing. Granicus will resolve all defects and complete any change requests that arise during testing and will review the fixes for all defects with Client. A change request is defined as request to add, modify, or delete a specific unit of functionality from what was documented in the original requirements. A defect is defined as any error, flaw, mistake, failure, or fault that prevents a unit of functionality, or the system, from working as intended, or to produce an incorrect result. Any and all security flaws (in any application layer) shall also be classified as defects. Client will test and sign off on defects as they are resolved. Any presence of defects or process of resolving defects will not impede milestone close out without Granicus's express approval. DELIVERABLE: Written confirmation of the successful completion of testing granicus.com I info@granicus.com page 40 GRAN ICUS 6.4. Milestone 4: Training RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Granicus will conduct training for Client identified staff that will cover the essential concepts and standard navigation of the solution and tasks related to Client's legislative business processes. Client will utilize a train -the -trainer approach for end user training. Scheduling of all training sessions shall be coordinated with and approved by Client. Granicus will authorize Client to videotape training sessions for internal use and to reproduce any the training materials such as training guides, screenshots, in part or whole, for its own purposes. Training is comprised of the following components, depending on Client's solution: Module or Software Solution Training Provided Legislative Management Admin Training: Two 2-hour online, instructor -led sessions prior to onsite training. Three days onsite Day 1: Project Overview, Drafter Training, Approver Training, and Agenda Generation Prep Day 2: Agenda Generation, LiveManager, and MediaManager Day 3: Minutes Processing, Workflow Review, and Legislate Requirements: 1. Client will ensure that training participants have a working familiarity with the standard Microsoft Windows conventions and terminology. 2. On -site training locations will include one computer for use by each participant. Granicus will provide Client with instructions regarding the set up required for Client computers that will be used in training. Client will prepare all computers per the instructions provided prior to the training class start time. DELIVERABLES: a. Class outline and user roles involved Training materials c. Electronic copies of user manuals and quick reference guides for each functional module covered in training granicus.com I info@granicus.com page 41 G G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 6.5. Milestone 5: Scope of Work Complete Final acceptance will be based on successful testing and implementation of the system, defined as: 1. Integration tested (with ability to provide evidence of testing upon Client's request) 2. End -to -end configuration and functionally tested 6.5.1. DOCUMENTATION Granicus will provide documentation to support the software. Any software tools or utilities that are desirable to tune, test, maintain, or support the software shall be specified by Granicus. Documentation will include but is not limited to: 1. Technical administration 2. Software configuration 3. Technical architecture diagram 4. Data flow diagram 5. Application administrator guide 6. End -user day-to-day operation guide 7. Quick Reference Guides by job function 6.5.2. CLOSE-OUT PROCESS 1. Close out invoicing 2. Finalize and deliver remaining documentation, recorded trainings, etc. 3. Granicus will provide a plan to Client for post -implementation support and maintenance. After Milestone 4: Training, Client will be introduced to assigned Client Success Manager (CSM) who will serve as the primary contact for any issues Client encounters or questions remaining in the first 30 days of solution usage. CSM will educate Client on how best to engage with and access the Granicus Customer Support Team. After the initial 30-day period with the dedicated CSM, the Customer Support Team will be responsible for assisting Client with any issues. granicus.com I info@granicus.com page 42 GRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 7. ASSUMPTIONS This proposal is based upon the assumptions below. If for some reason these assumptions are false, it may result in a scope change and an impact on the proposed project. 7.1. Project Management Assumptions Success of the project is dependent on both Granicus and Client's commitment to collaborating on and performing the tasks and obligations described in this SOW. Granicus assumes that Client will provide reasonable turnaround time (to be mutually agreed upon) on critical decisions, essential information, and approvals that are required to continue with work in progress or that is critical to meeting a deliverable due date. Granicus expects that a decision will be elevated to the appropriate Client management level to make a decision in a timely manner. Client will perform its obligations and render the assistance described in this SOW in a timely manner and in a manner as to adhere to the final schedule. In the event that Granicus is delayed or prevented from performing its obligations, to the extent that the delay is caused by factors beyond the reasonable control of Granicus, including without limitation, the inability of Client to perform its responsibilities (i.e. finalizing the requirements) in a timely manner, Granicus will be entitled to an equitable adjustment in the timetable. 3. Project initiation will occur upon signature of the Agreement by both parties. All dates in this SOW are subject to a mutually agreed upon schedule after execution of the Agreement. 7.2. Technical Assumptions Remote Management: Granicus maintains and monitors the software performance of its solutions. All software patches and Granicus software updates are performed on a determined schedule. Remote support, management, patching, reporting and logging are performed using ScreenConnect. Installation of third party software not specifically approved by Granicus may detrimentally impact the server's performance. In extreme cases, the server may need to be reimaged to restore normal operations; in this case, a reimaging fee may be charged. 2. Software Technical Requirements: The Encoding Appliance and Performance Accelerator are managed through Granicus's hosted software program known as MediaManager. The administration feature in MediaManager is a central hub for preparing and publishing content in Client's Granicus solution. In addition to publishing content, Client can manage user access and view usage reports. granicus.com I info@granicus.com page 43 eG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving MediaManager administration requires use of a system that meets the following specifications: Computer Windows -based PC Recommended Browser Internet Explorer 9 or newer Internet Access Access to Client MediaManager site (clientname.granicus.com) MediaManager allows system administrators to have granular control over the actions that users are allowed to perform. In addition to meeting the system requirements that are listed above, each user must have been granted access rights to the tools that they wish to use. 7.3. Scope and Cost Assumptions 1. Both Granicus and Client will follow a Change Order process for handling any work that is not defined in this Scope of Work. The Change Order process is jointly managed by the Granicus and Client Project Managers. All changes must be documented in a Change Log, and approved by both parties prior to work being undertaken. 2. Requested Client changes to the Scope of Work may increase project costs or introduce timeline delays. 7.4. Training Assumptions 1. Client will have appropriate staff members attend and participate in the training sessions as to allow the training sessions to be completed in the time designated in the project plan. It is critical that senior personnel from Client attend all necessary training in that they will be the people that the junior people come to for assistance. 2. Granicus assumes that Client will provide a training facility suitable for those purposes and in a timeframe supported by the project plan. 3. Granicus will train a core group of users onsite. These users will be responsible for educating others within Client organization after formal Granicus training ends (the "train -the -trainer" approach). granicus.com I info@granicus.com page 44 GGRAN � C lJ S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Price Proposal Imnlementation Fees fMl'�Int', �1 a,t. ,. v.. L1 0•=IA11, .1 '+.5 ,t. Legislative Management 1 (Each) $ 0.00 Services Package Standard Legistar Administration .5 (Hours) $ 850.00 Training - (Online) (0.5 Days Legistar Needs Analysis 3 (Hours) $ 5,700.00 and Configuration Services Legistar Project 4.5 (Hours) $ 7,650.00 Management and Deployment Services Legistar Training - (OnSite) 3 (Days) $ 5,100.00 Per Da Total Initial Investment $19,300 Legistar lPerYear $14,976.00 Please note that a group purchasing option is available for cities in Orange County if you are interested in taking part in their contract. *Subject to a 5% annual increase to account for growth in site size and traffic granicus.com I info@granicus.com page 45 GRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Software & Hardware Requirements Please see the prior section 7.2. Technical Assumptions, for this information. Support, Maintenance, & Upgrades Our support team includes dedicated personnel to handle direct phone and email support. Clients also have access to the Granicus Help Portal for self -training and issue submission. Security patches and necessary upgrades are scheduled immediately upon discovery (normally within a few hours of being brought to our team's attention). We assist onsite tech staff with all updates as part of the annual maintenance, including new features (as part of our normal ongoing development cycle) for the modules and systems you have purchased. The impact on your staff is normally no more than a few hours. UP -TIME GUARANTEE 99.9% Granicus, Inc., represents and warrants a 99.9% up -time guarantee per month for its hosted services. Granicus, Inc., will provide notification of any system -wide outages within one hour from the time the issue is first recognized by our operations team. Notifications will be posted on status.granicusops.com. Email notifications can be subscribed to from that page. SCHEDULED MAINTENANCE Scheduled maintenance of the Granicus Solution will not be counted as downtime, and will only take place between 9:00 PM and 2:00 AM MST on Fridays. This maintenance window allows Granicus staff to continue to monitor and test the production system through the weekend, ensuring a smooth maintenance deployment. Granicus, Inc., will provide the customer 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. When emergency maintenance is required, the customer will receive as much advance notice as possible. Granicus, Inc., will clearly post that the site is down for maintenance and the expected duration of the maintenance. Notifications will be posted on status.granicusops.com and can be subscribed to from that page. granicus.com I info@granicus.com page 46 GRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving How to contact Granicus The Customer Care staff at Granicus, Inc., may be contacted by the customer via Internet, email, or telephone. CONTACT INFORMATION Online (recommended) Email Phone (for urgent issues) SUPPORT HOURS Regular Hours Prime Hours After Hours Support Weekend On Call www.granicus.com.createacase customercare@granicus.com (877) 889-5495 ext.I 6:00 AM - 6:00 PM MST Monday - Friday 8:00 AM - 6:00 PM MST Monday - Friday 6:00 PM - 1 1:00 PM MST Monday - Friday 6:00 AM - 6:00 PM MST Saturday & Sunday How We Rank Cases PRIORITY 1: EMERGENCY INITIAL RESPONSE: WITHIN 1 HOUR DURING PRIME HOURS Severe application problem that causes productivity to cease for a large number of staff or complete loss of service to either website or intranet (application -related site outage). Examples: • Web server is running but application is non- functional • SQL -server errors not related to hardware PRIORITY 2: HIGH INITIAL RESPONSE: WITHIN 4 HOURS DURING PRIME HOURS Application/service is available, but in a degraded mode. A work -around is possible or a brief loss of service is acceptable. Impacts only a small group or causes work to cease for an individual. Example: • Site is operational, but search, calendar or other modular functionality is non- operational or impaired PRIOIRTY 3: MEDIUM INITIAL RESPONSE: 1 BUSINESS DAY Moderate business impact; issues have affected productivity. A work -around may exist or the problem is for a non business -critical task. Examples: • File attachments won't upload • Text is not rendering correctly PRIORITY 4: LOW INITIAL RESPONSE: 3 BUSINESS DAYS Limited business impact. Requests can be scheduled. Examples: • Programmatic change to back -end or front-end to improve efficiency • Distribution of all patches and upgrade granicus.com I info@granicus.com page 47 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Do any parts of the NO PRIORITY 1: EMERGENCY product Work? CALL GRANICUS CUSTOMER CARE 1-877-889-5495 OPT. 1 Initial response within 1 hour during prime hours (M-F 8am-6pm MST) with updates as scheduled with Grancius Is your YES Can you NO ► PRIORITY 2: HIGH problem complete SUBMIT A CASE VIA THE HELP CENTER limited to only your work in WWW•GRANICUS.COM/CREATEACASE some parts of any capacity the product? at all? Initial response within 4 hours during prime hours (M-F 8am-6pm MST) with updates as scheduled with YES Granicus PRIORITY 3: MEDIUM SUBMIT A CASE VIA THE HELP CENTER W W W.GRAN ICUS.COM/CREATEACASE Initial response: 1 business day Staff will be notified when Granicus completes the repair Is the system working but not to YES 0 PRIORITY 4: LOW your saflsfactlon? SUBMIT A CASE VIA THE HELP CENTER W W W.GRANICUS.COM/CREATEACASE Initial response within 3 business days during prime hours (M-F 8am-6pm MST) with updates as scheduled with Grancius granicus.com I info@granicus.com page 48 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving SECURITY OVERVIEW Data Center Security Having a robust and secure data center implementation is a necessity, not an option. Granicus Data Centers are designed for reliability and redundancy. Our data centers are guided by a "defense -in-depth" security strategy to ensure reliable access of government data. With a 99.9% uptime, we are confident that customer data are always available. Data Center Requirements Granicus Server Locations • Secure - SSAE-16 Accreditation • Primary Data Center in Ashburn, VA • Reliable Network • Backup Data Center in San Francisco, CA • Data Availability: 99.98% Uptime • Redundant Backups Architecture & Data Center Redundancy The Granicus Primary Data Center is architected with redundant systems to ensure that there is no single point of failure and disruptions have no impact on the availability of Granicus applications. Robust Security Layers Granicus implements a series of protective layers so that no single solution is relied upon to provide security, including: • Hosting facilities that meet or exceed Tier III standards that are engineered to ensure application and data availability and security • Edge -to -edge security, visibility, and carrier -class threat management and remediation. We utilize industry -leading tools to compare real-time network traffic and flag any anomalies such as: Denial of Service (DoS) and Distributed Denial of Service (DDoS) attacks, worms or botnets. • Network issues: traffic and routing instability, equipment failures, or misconfigurations • Hardened, stateful inspection firewall technology • An Intrusion Detection System (IDS) utilizing signature-, protocol-, and anomaly - based inspection methods • 24x7x365 firewall, VPN, and IDS support and maintenance • Security policies and procedures that are constantly maintained, tested, and updated A Security Incident Response team/SSAE-16 accreditation ensures all customer data is secure from any tampering. granicus.com I info@granicus.com page 49 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Rights to Data & Content All data or content generated in or through the proposed solution must be accessible and exportable by the City of Santa Ana at all times in standard format that does not require custom licensing. The proposal should include confirmation that the selected proposer will make data/content accessible and exportable in this manner at all times without cosi to the City. Granicus Response: We provide a RESTful WebAPI that allows data to be extracted in and out of the Legislative Management solution in a XML format. Contract Termination Indicate whether the proposer has had a contract terminated in the lost five years. Please specify if the contract was terminated for default or some other reason. For the purposes of this RFP, termination for default is defined as notice to stop performance due to a vendor's non-performance or poor performance and the issue of performance either a) was not litigated; b) was litigated and such litigation determined that the vendor was in default; or c) is the subject of pending litigation. Submit full details of the termination, including the other party's name, address, and phone number. Include your position on the matter. The City will evaluate the facts in its sole discretion. If the proposer has not experienced any such terminations in the past five years, please indicate this. Granicus Response: We have not experienced any such terminations in the past five years. Business License The selected proposer must possess a City of Santa Ana business license while conducting work under this contract. The proposal should include confirmation that the proposer agrees to obtain a business license if selected. Granicus Response: We agree to obtain a business license if selected. Standard Agreement Granicus Response: If awarded the opportunity to work with Santa Ana, we request that the City use our Master Services Agreement as the starting point for negotiations with the City. The Agreement has been included in the following pages. granicus.com I info@granicus.com page 50 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Master Subscription Agreement This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus Products and Services ("Customer') and GovDelivery, Lil a Minnesota Limited Liability Company d/b/a Granicus ("Granicus"). Customer and Granicus may each be referred to herein as "Party' or collectively as "Parties", By accessing the Granicus Products and Services, Customer accepts this Agreement. In the event there is a conflict between this Agreement and any other contract Customer has for the Granicus Products and Services ("Contract"), the terms of the Contract shall prevail, Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus' sole discretion. Notification to Customer will be via email or posting to the Granicus website. 1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: "Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each Order, SOW or Exhibit under this Agreement, further specified in Section 7.1. "Exhibit" means any exhibit referenced herein and attached hereto. "Extension Term" any term that increases the length of the Initial Term of this Agreement. "Fees" mean the fees charged by Granicus for the Granicus Products and Services as identified an each Order, SOW or Exhibit and, unless otherwise stated in each Order, SOW or Exhibit, invoiced upon commencement of the Order Term. "Granicus Products and Services" means the products and services made available to Customer pursuant to this Agreement, which may include Granicus products, services, application software accessible for use by Customer on a subscription basis ("SaaS" ), Granicus professional services, content from any professional services or other required equipment components ("Required Hardware'), as specified in each Order, SOW or Exhibit. "Initial Term" shall have the meaning specified in the Order, SOW or Exhibit between Granicus and Customer for the first duration of performance that Customer has access to Granicus Products and Services. "Order" means a written order, proposal, or purchase document in which Granicus agrees to provide and Customer agrees to purchase specific Granicus Products and Services. "Order Term" shall mean the then -current duration of performance identified on each Order, SOW or Exhibit, for which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products and Services. "Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order, SOW or Exhibit shall describe the Parties performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order, SOW or Exhibit placed hereunder. "Support" means the ongaing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order, SOW or Exhibit placed between the Parties. Ordering and Scope 2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order, SOW or Exhibit related to the sale and purchase of Granicus Products and Services. Each Order, SOW or Exhibit will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and August 6, 2017 granicus.com I info@granicus.com page 51 G GRAN ICUS RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Services. Each Order, SOW or Exhibit must, generally, be signed by the Parties; although, when a validly -issued purchase order by Customer accompanies the Order, SOW or Exhibit, then the Order, SOW or Exhibit need not be executed by the Parties. Each Order, SOW or Exhibit dated on or after the Effective Date shall he governed by this Agreement regardless of any pre-printed legal terms on each Order, SOW or Exhibit, and by this reference is incorporated herein. 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Customer is not materially diminished. 2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms of this Agreement and set forth in one or more Order, SOW or Exhibit may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Customer and the applicable additional party upon written request. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Customeras subscriptions during an Order Term specified in each Order, SOW or Exhibit. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use. Subjectto the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Customer herby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order, SOW or Exhibit (collectively the "Permitted Use"). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the Granicus Products and Services up to the levels limited in the applicable Order, SOW or Exhibit. 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must he brought in from Customer sources (interactions with end users and opt -in contact lists). Customer cannot upload purchased contact information into Granicus Products and Services without Granicus' written permission and professional services support for list cleansing. 3.2.2. Content. Customer can only use Granicus Products and Services to share content that is created by and owned by Customer and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Customer, can be removed or limited by Granicus. 3.2.3. Granicus Communications Suite Subscriber Information 3.2.3.1. Data Provided by Customer. Data provided by Customer and contact information gathered through Customer's own web properties or activities will remain the property of Customer ("Direct Subscriber"), including any and all personally identifiable information (Ell). Granicus will not release the data without the express written permission of Customer, unless required by law. 3.2.3.2. Data Obtained through the Granicus Advanced Network 3.2.3.2.1. Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscriber to other Granicus customers digital communication (the "Advanced Network"). When a Direct Subscriber signs up through one of August 6, 2017 granicus.com I info@granicus.com page 52 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving the recommendations of the Advanced Network, that subscriber is a "Network Subscriber" to the agency it subscribed to through the Advanced Network. 3.2.3.2.2. Access to the Advanced Network is a benefit of the Communications Cloud subscription with Granicus. Network Subscribers are available for use only while Customer is under an active subscription with Granicus. Network Subscribers will not transfer to Customer upon termination of any Granicus Order, SOW or Exhibit. Customer shall not use or transfer any of the Network Subscribers after term inatic n of its Order, SOW or Exhibit placed under this Agreement. All information related to Network Subscribers must he destroyed by Customer within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 3.2.3.2.3. Opt -In. During the last 10 calendar days of Customer's Order Term forthe terminating Order, SOW or Exhibit placed under this Agreement, Customer may send an opt -in email to Network Subscribers thatshall include an explanation of Customer's relationship with Granicus terminating and that the Network Subscribers may visit Customer's website to Subscribe to further updates from Customer in the future. Any Network Subscriber that does not apt -in will not be transferred with the subscriber list provided to Customer upon termination. 3.2.4. Advertising. Granicus Products and Services shall not be used to promote products orservices available for sale through Customer or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request the details of any agreement between Customer and a third party that compensates Customer for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3.3. Restrictions. Customer shall not: 3.3.1. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; 3.3.2. Disassemble, decompile, or otherwise reverse engineerall or any portion of the Granicus Products and Services; 3.3.3. Use the Granicus Products and Services for any unlawful purposes; 3.3.4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 3.3.6. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Customer Feedback. Customer herby grants to Granicus an irrevocable, non-exclusive, perpetual, royalty -free transferrable license, with right to sublicense, to use and incorporate into the Granicus Products and Services any suggestion, enhancement, request, recommendation, correction or other feedback provided by Customer relating to the use of the Granicus Products and Services. 3.5. Required Hardware. For Required Hardware purchased from Granicus by Customer, Granicus will provide to Customer a three (3) year warranty with respect to the Required Hardware. Within the three (3) year warranty period, Granicus shall repair or replace any Required Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials. Required Hardware warranty shall commence an the Effective Date of each applicable Order, SOW or Exhibit. 3.6. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Customer. 4. Payment August 6, 2017 granicus.com I info@granicus.com page 53 G G R A N I G lJ S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 4.1. Fees. Customer agrees to pay all fees, casts and other amounts as specified in each Order, SOW a Exhibit. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order, SOW or Exhibit will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Customer's responsibility to provide applicable exemption certificate(s). Unless indicated otherwise in the applicable Order, SOW or Exhibit, the fees shall be invoiced by Granicus and paid by Customer as follows: 4.1.1. Products. Product setup and annual fees are due at the beginning of the Initial Term, then annually at the beginning of any Extended Term or Order Term, within thirty (30) days of receipt of invoice. 4.1.2. Services. Services supporting Products shall be paid annually commencing upon the completion of the Product implementation, or the Product being ready for Customer's use. Fees shall be paid by Customer within thirty (30) days of receipt of invoice. 4.1.3. Required Hardware. For Required Hardware, delivery is complete once Customer receives Required Hardware components with the configured Granicus Product and Services. 4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any amount(s) Customer reasonably disputes within thirty (30) days receipt of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Customer's acceptance of the content of such invoice. 4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Customer at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall automatically increase from the previous term's fees by five (5) percent per year. Representations, Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided "AS 15" and as available. 5.3. Disclaimers. EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANTTHAT GRANICUS PRODUCTS AND SERVICES WILL MEET CUSTOMER'S REQUIREMENTS ORTHAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party (disclosing Party) may disclose to the other Party (receiving Party) certain information which maybe considered confidential and/ortrade secret information ("Confidential Information"). Confidential Information shall include: (1) Granicus' Products and Services, (ii) non- public information if it is clearly and conspicuously marked as "confidential" or with a similar designation atthe time of disclosure; (iii) non-public information of the disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (iv) any information that should be reasonably understood to be confidential or proprietary to the receiving Party, given the nature of the information and the context in which disclosed. 6.2. Exceptions, Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the receiving Party; (u) was in the receiving Party's possession before receipt from the disclosing Party; (iii) is rightfully receiving bythe receiving party from a third party without any duty of August 6, 2017 granicus.com I info@granicus.com page 54 GG R A N I C lJ S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving confidentiality; (iv) is disclosed by the disclosing Party without a duty of confide one Iityon the third party; (v) is independently developed by the receiving Party without use or reference to the disclosing Party's Confidential Information; or (vi) is disclosed with the prior written approval of the disclosing Party. Confidential Information of disclosing Party may be disclosed in response to a valid court order or other legal process, only to the extent required by such order or process and, if allowed by law, only after the recipient has given the owner written notice of such court order or other legal process promptly and the opportunity for the owner to seek a protective order or confidential treatment of such Confidential Information. 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Customer provide such notice, Customer must ensure that that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services he used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Customer. Customer is ultimately accountable for the security and privacy of data held by Granicus on its behalf. 6.4. Return of Confidential Information. Upon request of the disclosing Party, termination, or expiration of this Agreement, the receiving Party shall, to the extent commercially practicable, destroy the disclosing Party's Confidential Information and, at the disclosing Party's request, certify the same. 7. Term and Termination 7.1. Agreement Term. The Agreement Term shall begin on the Effective Date and continue through the latest date of the Order Term of each Order, SOW or Exhibit under this agreement, unless otherwise terminated as provided in this Section 7. Each Order, SOW or Exhibit will specify an Order Term for the Granicus Products and Services provided under the respective Order, SOW or Exhibit. Customer's right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order, SOW or Exhibit, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the Order Term, the Granicus Products and Services will automatically renew for an Extension Term equal induration to the Initial Term, or the then - current Order Term. 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order, SOW or Exhibit is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order, SOW or Exhibit until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders, 50Ws or Exhibits shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Customer be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days afterthe non -breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they became due, makes an assignment for the benefit of creditors or takes advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order, SOW or Exhibit issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. August 6, 1017 granicus.com I info@granicus.com page 55 G R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 7.5. Survival. All rights granted hereunder shall terminate the latter of the termination or expiration date of this Agreement, or each Order, SOW or Exhibit. The provisions of this Agreement with respect to warranties, liability, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIONAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CUSTOMER DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECH NOLOGY; (C) L055 OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES, 8.2. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PROCEEDING THE DATE THE DAMAGED PARTY NOTIFI ES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER'S PAYMENT O BLIGATIO INS UNDER SECTION 4 ABOVE. 9. Indemnification 9.1. Indemnification by Granicus. Granicus will defend Customer from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, "Losses," and including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit. In the event of such a Claim, if Granicus determines that an affected Order, SOW or Exhibit is likely, or if the Solution is determined in a final, non -appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order, SOW or Exhibit, Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non -infringing; or (c) terminate this Agreement or the applicable Order, SOW or Exhibit with respect to the affected Solution and refund to You any prepaid fees for the then -remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Customer harmless from any Claim to the extent it is based upon: (i) a modification to any Solution by Customer (or by anyone under Customer's direction or control or using logins or passwords assigned to Customer); (ii) a modification made by Granicus pursuant to Customer's required instructions or specifications or in reliance on materials or information provided by Customer; or (Ili) Customer's use (or use by anyone under Customer's direction or control or using logins or passwords assigned to Customer) of any Granicus Products and Services other than in accordance with this Agreement. This Section 9.1 sets forth Customer's sole and exclusive remedy, and Granicus' entire liability, for any Claim that the Granicus Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Customer. Customer shall defend, indemnify, and hold Granicus harmless from and against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Customer's (or that of anyone authorized by Customer or using logins or passwords assigned to Customer) use or modification of any Granicus Products and Services; (b) any Customer content; or (c) Customer's violation of applicable law. August 6, 2017 granicus.com I info@granicus.com page 56 GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving 9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, oremployee/employer relationship between the Parties far any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Subcontractors. Granicus agrees that it shall he responsible for all acts and omissions of its subcontractors to the same extent Granicus would be responsible if committed directly by Granicus. 10.3. Headings. The various section headings of this Agreement are inserted only far convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties. 10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing, Granicus retains the right to revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with industry practices, legal requirements, and the requirements of any third -party suppliers. 10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law thatwould render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid orotherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue In full force and effect. 10.6. Assignment. Neither Party mayassign, delegate, or otherwise transfer this Agreement orany of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party's consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset purchase, cr otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.7. No Third -Party Beneficiaries. Subject to Section 9.6, this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third - party beneficiaries to this Agreement. 10.8. Notice. Otherthan routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems, if sent via Fed Ex, UPS, DHL, or other nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. 10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by circumstances beyond the control and withoutthe fault or negligence of the Party failing to perform. Such August 6, 2017 granicus.com I info@granicus.com page 57 GGRAN I C U S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving causes include but are not limited to acts of God, wars, fires, floods, government regulations, shortage or supplies, acts of terrorism, or strikes. 10.10. Choice of law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, without reference to the State's principles of conflicts of law. The parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Ramsey County, Minnesota. 10.11. Entire Agreement. This Agreement, together with all Orders, SOWS or Exhibits referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements. Granicus and Customer agree that any and all Orders, SOWS or Exhibits are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Exhibits (excluding orders) hereto; (3) Orders; and (4) all other SOWS or other purchase documents. 10.12. Reference. Notwithstanding any other terms to the contrary contained herein, Customer grants Granicus the right to use Customer's name and logo in customer lists and marketing materials. 10.13. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. August 6, 2017 granicus.com I info@granicus.com page 58 G GRAN ICUS References RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Client Reference Santa Barbara County Address 105 E. Anapamu St., Room 406, Santa Barbara, CA 93101 Main Contact Chelsea Lenzi, Deputy Clerk Contact 805-568-2242, clenzi@countvofsb.ora Client since 2000 Solutions Legistar Agenda Management System, Open Platform Suite, Government Transparency Managed Services Hardware (GT), Performance Accelerator Hardware, Government Transparency Managed Services Client Reference The City of Sacramento Address 915 1 Street - 5th Floor, Sacramento, CA 95814 Main Contact Wendy Klock -Johnson, Assistant Clerk Contact 916-808-7509, wkiohnson@citvofsacramento.ora Client since 2006 Solutions Legistar, Granicus Encoding Appliance Software, Performance Accelerator Suite, VoteCast Standard Package, Granicus Streaming Solution, eComment, Open Platform Suite, Boards and Commissions, Meeting Efficiency Suite Client Reference The City of Oakland Address 150 Frank H Ogawa Plaza Suite 7216 Oakland, CA 94612 Main Contact Oakland, LaTonda Simmons, City Clerk Contact (510) 238-7370, Isimmons@oaklandnet.com Client since 2007 Solution Open Platform Suite, Boards and Commissions, Legistar, Granicus Encoding Appliance Software, Citizen Participation Suite, Government Transparency Suite, Meeting Efficiency Suite, Performance Accelerator Suit, Granicus Encoding Appliance Hardware, Communications Cloud granicus.com I info@granicus.com page 59 ra GRAN ICUS WHO WE ARE RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving The public sector is under pressure to do more with less, while citizens demand more transparency, faster access, and better digital services. Government succeeds when it leverages modern technology to efficiently get day to day tasks done, and to bridge the gap between agency and citizen. By coming together with GovDelivery, Granicus is connecting a powerful global network of 150 million people for over 3,000 government organizations atthe local, state and federal levels. It is our goal to help you better communicate, manage meetings and agendas, and increase the use of digital services to increase citizen engagement. If you're ready to take a leap forward, we'd love to help. granicus.com I info@granicus.com page 60 G R A N I C lJ S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving Imo;gg y;a EU3avaeN° w m -oc ry QW E Q= cn IUz a,a Nq� EraE2 w�7' �ag 5Q r�,a33�E=E�°�� qEU`c rno'y a w E o m E z a n a V j EaLU N H Y V granicus.com I info@granicus.com page 61 G G R AN ICU S RFP NO.: 17-107 Automated Agenda Workflow Program and Meeting Video Streaming/Archiving ABOUT GRANICUS Granicus provides technology that empowers government organizations to create better lives for the people they serve. By offering the industry's leading cloud -based solutionsforcommunications, meeting and agenda management, and digital services to over 3,000 public sector organizations, Granicus helps turn government missions into quantifiable realities. Granicus products connect over 150 million people, creating a powerful network to enhance citizen engagement. By optimizing decision -making processes, Granicus strives to help government see better outcomes and a greater impact for the citizens they serve. For more information on Granicus, visit granicus.r_om. SERVING 3,000+ GOVERNMENT ORGANIZATIONS #", CQVNTYPF CYf..���Sf3StGW2ltRYt".St u.vu, ::_ARIN .... - bcol! )a WELtP1ON CREEK GVBEIX9'1Nq '^3 granicus.com I info@granicus.com page 62 APPENDIX ATTACHMENT 3: CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that npaking a falsqfcert Ocation may subject the certifier to criminal prosecution. Signed State of Colorado County of Denver Subscribed and sworn to (or affirmed) before me on this 23rd day of October 2017, by Jason Fletcher, Chief Operating Officer proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me KAMM" f3, WiLL'A"' Nt)Q'RY r>Uk3LIC NOTARY Dk03A03,STATE OF � �93 Notary Public Signature Notary Public Seal yryO MSSI0NEXPIRES NOVEMBFJZ7 2020 City of Santa Ana RFP 17-107 Page 26 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,00 nd that all uch s; brecipients shall certify and disclose accordingly. Signed: Title: Chief Operating Officer Firm: Granicus, Inc. Date: October 23, 2017 City of Santa Ana RFP 17-107 Page 27 NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 17-107 Page 28 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chadter. I, Title: Chief Operating Officer Firm: Granicus, Inc. Date: October 23, 2017 City of Santa Ana RFP 17-107 Page 29 R CERTIFICATE OF LIABILITY INSURANCE DATE (MM2019 ) 61. �-� 10/20/2019 U24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CA License#CF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 ME: AIC No,,.t: FAX (AC, No: E-MAIL ADDRESS: E s AFFORDING COVERAGE NAIC n (415) 568-4000 INSURER A: National Fire Insurance Cc of Hanford 20478 INSURED Granicus, LLC 1418581 Granicus, Inc 70717th Street, Suite 4000 INSURER B: Valley For e Insurance Continuity 20508 INSURERC: The Continental Insurance Com anv 35289 INSURER D Denver CO80202 INSURER INSURER F: COVERAGES GRAM CERTIFICATE NUMBER: 14322949 REVISION NUMBER' XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE ADOL SD SUBR WVD POLICY NUMBER POLICY EFF MMIDDIYYri POLICY EXP Y LIMITS A X. COMMERCIAL GENERAL LIABILITY y N 6043664103 10/20/2018 10/20/2019 EACH OCCURRENCE $ 1,000 000 CLAIMS-MADEFX—1 OCCUR PREAG ESOEa occur ance 1,000,000 MED END (Any oneperson) 15,000 PERSONAL &ADV INJURY $ 1,000000 GENT AGGREGATE LIMIT APPLIES PER POLICY JECT LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOPAGG $ 2,000,000 OTHER', B AUTOMOBILE LIABILITY 1V 1V 6043664084 10/20/2018 10/20/2019 COMBINED SINGLE LIMIT Ea acmtleng_ $ 1 000 000 ANY AUTO ry AUTOEONLY AUTOSULED BODILY INJURY (Per person) $ XXXXXXX BODILY INJURY (Paraccltlent $ XX}{}{Xj{}{ X J( AUTOS ONLY X AUTOS ONLB Comp $100 D X Coll $1,000 De 1 PeUaccRd DAMAGE $XXXXXXX $ XXXXXXX UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX AGGREGATE $ XXXXXXX DED I I RETENTION $ $ C C, WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICEWMEMBER EXCLUDED? ® NH) V yes describe DESCRIPTION DESCRIPTION OF OPERATIONS belam N1A N 6043364067 IAOS) 6N43364e%t)(C'4) 10/20/2019 ID/2N/2QI8 10/20/2019 1D/2D/2DI9 X STATUTE H. E,L, EACH ACCIDENT $ 1,000,000 ELDISEASE - EA EMPLOYEE 1,000000 ELDI5EASE-POLICY LIMIT 1000000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. The City of Santa Ana, its officers, officials, employees, agents and volunteers is/are an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement Issued or approved by the insurance carrier REVIEWEUr .. .v�.r..vrvr.� wnrrwo wr rr.�a wrrrr JOff [VIa - YMn[Y GLLM I JUIN JGG PuLLUC INCHL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 14322949 AUTHORIZED REPRESENTATIVE City of Santa Ana 20 Civic Center Plaza 8th Floor Santa Ana CA 92701 ACORD 25 (2016103) ©9 8.2015 ACORD CORPORATI O . All rights reserved The ACORD name and logo are registered marks of ACORD �s6 Policy No.: 6043664103 CNA74879XX (1-15) CNA Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability —Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement (1) is currently in effect or becomes effective during the term of this Coverage Pate and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. Attachment Code : D524693 Certificate ID : 14322949 b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organzation's liability for bodily injury, property damage or personal and advertising injury arising out of 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, mainttins or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that: the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new constriction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and Attachment Code: D524693 Certificate 1D : 14322949 '41A advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations aid similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's habihty, for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. Attachment Code : D524693 Certificate ID : 14322949 J. Vendot Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organizations business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Pare; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional Attachment Code : D524693 Certificate 1D : 14322949 v/16 insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a, this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph I.K. of tks endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY —EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. Attachment Code: D524693 Certificate ID : 14322949 B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5.BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its Emit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or tinder such other trading names or doing -business -as names (dba) as any Named Insuredshould choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from Attachment Code: D524693 Certificate ID : 14322949 1/. marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi x rvne action against any vessel owned or operated by of for the Named Hnsured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in permnam Against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragtaphs l.b.(1) and l.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its Emits). E. delete the exclusion entitled Contractual Liability and replace it with the following: 'This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Attachment Code : D524693 Certificate ID : 14322949 Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; e. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human Attachment Code: D524693 Certificate ID : 14322949 9'� 6 clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D, The Other Insurance condition is amended to delete paragraph b.(l) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor Attachment Code: D524693 Certificate ID : 14322949 • the conduct of a current or past lhmited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such it limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury of property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY —DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph. entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fife to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a different Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: Attachment Code: D524693 Certificate ID : 14322949 C1e (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@@; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph La.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Argo or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States ofAmenca or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to earn, persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Attachment Code : D524693 Certificate ID : 14322949 A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or germination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Attachment Code : D524693 Certificate ID : 14322949 Personal and advertising injury for which the Insured has assumed liability in a contract or agreement This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an 'insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by tlils paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnntee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the ]units of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: Attachment Code: D524693 Certificate ID : 14322949 This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph Lb. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A— Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the. Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2, your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which fortes a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. Attachment Code : 1)524693 Certificate ID : 14322949 '151