HomeMy WebLinkAboutReso - CC - 021-2025Docusign Envelope ID: E6329EK-4301-49136-91F92-8513191 EOFF15
RESOLUTION NO. 021-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BURLINGAME
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH
GRANICUS, INC. FOR CONTINUED AGENDA MANAGEMENT, VIDEO STREAMING
SERVICES, AND CLOSED CAPTIONS AND FOR UPGRADES AND OPTIMIZATION
OF THE GRANICUS PLATFORM FOR TWO YEARS AT A TOTAL COST NOT TO
EXCEED $172,150.26
WHEREAS, the City first entered into an agreement with Granicus, Inc. in 2008 to provide
video streaming services for City Council and Planning Commission meetings; and
WHEREAS, since 2008, the City has expanded its agreement with Granicus, Inc. to
include agenda management, video streaming services for Traffic Safety & Parking Commission,
and closed captions; and
WHEREAS, the City will continue to utilize Granicus, Inc.'s services to provide agenda
management, video streaming services, and closed captions through May 31, 2027, at a total
cost not to exceed $172,150.26; and
WHEREAS, the City wishes to enter into a new agreement with Granicus, Inc. to not only
provide the continued services described above but also to upgrade the City's video streaming
platform and optimization of the Granicus platform.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BURLINGAME DOES
RESOLVE AS FOLLOWS:
The City Manager is hereby authorized to execute a two-year Professional Services
Agreement with Granicus, Inc. not to exceed $172,150.26, in the form attached hereto.
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Mayor
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I, MEAGHAN HASSEL-SHEARER, City Clerk of the City of Burlingame, do hereby certify
that the foregoing Resolution was introduced at a regular meeting of the City Council held on the
17th day of March, 2025, and was adopted thereafter by the following vote:
AYES: COUNCILMEMBERS: BROWNRIGG, COLSON, PAPPAJOHN, STEVENSON, THAYER
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
City Clerk
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CITY OF BURLINGAME
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of , 2025 by and between
the City of Burlingame, a public agency organized and operating under the laws of the State of
California with its principal place of business at 501 Primrose Road, Burlingame, CA 94010
("City"), and Granicus, LLC, a Minnesota Limited Liability Company with its principal place of
business at 1152 15th Street NW, Suite 800, Washington, DC 20005 (hereinafter referred to as
"Consultant"). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
video streaming services and agenda management and distribution services (hereinafter referred
to as "the Project').
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
Services.
Consultant shall provide the City with the services described in the Consultant Proposal
Q-395149 (the "Scope of Services") attached hereto as Exhibit "A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of ONE HUNDRED SEVENTY-TWO THOUSAND, ONE
HUNDRED FIFTY DOLLARS AND TWENTY-SIX CENTS ($172,150.26). This amount is to cover
all printing and related costs, and the City will not pay any additional fees for printing expenses.
Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a
detailed description of the work. Annual subscription fees are due upfront on the signature date
of this Agreement. One-time Fees are due according to the billing frequency as specified in
Exhibit "B."
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3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other Party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term.
The term of this Agreement shall be from the later date this Agreement is signed by the
Parties to May 31, 2027, unless earlier terminated as provided herein. The Parties may, by
mutual, written consent, extend the term of this Agreement if necessary to complete the Project.
Consultant shall perform its services in a prompt and timely manner within the term of this
Agreement and shall commence performance upon receipt of written notice from the City to
proceed ("Notice to Proceed").
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing Party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; pandemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non -performing Party shall, within a
reasonable time of being prevented from performing, give written notice to the other Party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
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C. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
Consultant warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Consultant products and services;
however, the Consultant products and services are provided "AS IS" and as available. EXCEPT
AS PROVIDED ABOVE, 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. CONSULTANT DOES NOT WARRANT THAT CONSULTANT'S PRODUCTS AND
SERVICES WILL MEET CITY'S REQUIREMENTS OR THAT THE OPERATION THEREOF
WILL BE UNINTERRUPTED OR ERROR FREE.
9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, such consent not to be
unreasonably withheld. Any attempt to so assign or so transfer without such consent shall be
void and without legal effect and shall constitute grounds for termination. Notwithstanding the
foregoing, either Party may assign this Agreement with reasonable notice to the other Party to an
affiliate or to a successor in interest resulting from acquisition of all, or substantially all, of the
assigning Party's business by means of merger, stock or asset purchase, or otherwise.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in
this Agreement. Nothing contained herein shall prevent Consultant from employing independent
associates, and subconsultants as Consultant may deem appropriate to assist in the performance
of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance.
Consultant shall not commence work for the City until it has provided evidence satisfactory
to the City it has secured all insurance required under this section. In addition, Consultant shall
not allow any subcontractor to commence work on any subcontract until it has secured all
insurance required under this section.
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a. Commercial General Liabil
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies with a current A.M. Best's rating of
no less than A:VII .
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
for the following:
(iii) Commercial General Liability Insurance must include coverage
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self -insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
f Reservedl
C. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
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(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers' compensation coverage of the same type and limits as
specified in this section.
d. [Reservedl
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Limits
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the Parties required to be named as Additional Insured pursuant to this Agreement.
Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
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(ii) The Commercial General Liability Policy shall contain a provision
stating that Consultant's policy is primary insurance and that any insurance, self-insurance or
other coverage maintained by the City or any named insureds shall not be called upon to
contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three (3) years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is
advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed;
or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent
to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the
City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant
or others providing insurance evidence in compliance with these specifications to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City,
and shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
Qualifying Insurers
(i) Each such policy shall be from a company or companies with a
current A.M. Best's rating of no less than A:VII and admitted to transact in the business of
insurance in the State of California, or otherwise allowed to place insurance through surplus line
brokers under applicable provisions of the California Insurance Code or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City may terminate this Agreement effective immediately,
notwithstanding the notice provisions in Section 17 herein.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
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(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Cyber Liability.
a. Consultant shall provide Cyber Liability Insurance with limits not less than
TWO MILLION DOLLARS ($2,000,000) per claim.
b. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by Consultant in this agreement and shall include, but not be limited
to, claims involving infringement of intellectual property, including but not limited to infringement
of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to
or destruction of electronic information, release of private information or personally identifiable
information (PII), alteration of electronic information, extortion, and network security.
C. The policy shall provide coverage for breach response costs as well as
regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to
these obligations.
13. Indemnification.
Consultant will defend City 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 that Consultant's products
and services infringe a valid U.S. copyright or U.S. patent issued as of the date of this Agreement.
In the event of such a Claim, if Consultant determines that this Agreement is likely affected, or if
the solution is determined in a final, nonappealable judgment by a court of competent jurisdiction,
to infringe a valid U.S. copyright or U.S. patent, Consultant will, in its discretion: (i) replace the
affected Consultant's products and services; (ii) modify the affected Consultant's products and
services to render it non -infringing; or (iii) terminate this Agreement with respect to the affected
solution and refund to City any prepaid fees for the then -remaining or unexpired portion of the
Agreement term. Notwithstanding the foregoing, Consultant will have no obligation to indemnify,
defend, or hold City harmless from any Claim to the extent it is based upon: (i) a modification to
any solution by City (or by anyone under City's direction or control or using logins or passwords
assigned to City); (ii) a modification made by Consultant pursuant to City's required instructions
or specifications or in reliance on materials or information provided by City; or (iii) City's use (or
use by anyone under City's direction or control or using logins or passwords assigned to City) of
any Consultant's products and services other than in accordance with this Agreement. This
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Section shall not be construed as to limit the City's remedies, and Consultant's liability, for any
Claim that the Consultant's products and services or any other materials provided by Consultant
violate or infringe upon the rights of any third party. The City expressly retains its rights to pursue
any remedies available under law or equity for such Claims.
With regard to any Claim subject to indemnification pursuant to this Section: (i) the Party
seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the
Claim; (ii) the indemnifying Party shall promptly assume sole defense and control of such Claim
upon becoming aware thereof; and (iii) 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
14. [Reserved]
15. [Reserved]
16. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of San Mateo, State of California.
17. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving thirty (30) calendar days written notice to Consultant. In such
event, City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed solely and exclusively
for this Agreement. If said termination occurs prior to completion of any task for the Project for
which a payment request has not been received, the charge for services performed during such
task shall be the reasonable value of such services, based on an amount mutually agreed to by
City and Consultant of the portion of such task completed but not paid prior to said termination.
City shall not be liable for any costs other than the charges or portions thereof which are specified
herein. Consultant shall not be entitled to payment for unperformed services, and shall not be
entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed solely and exclusively for the Project shall, upon payment in full for the
services described in this Agreement, be furnished to and become the property of the City.
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19. Organization
Consultant shall assign a Project Manager. The Project Manager shall not be removed
from the Project or reassigned without the prior written consent of the City, not to be unreasonably
withheld.
above.
20. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY:
City of Burlingame
501 Primrose Road
Burlingame, CA 94010
Attn: Meaghan Hassel -Shearer, City Clerk
mhasselshearer(a�-burlingame.org
and shall be effective upon receipt thereof.
22. Third Party Rights
CONSULTANT:
Granicus, LLC
1152 15th Street NW, Suite 800
Washington, DC 20005
legalnotices@granicus.com
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each Party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
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25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the remaining provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each Party to this Agreement. However, subject
to section 9 above, Consultant shall not assign or transfer by operation of law or otherwise any or
all of its rights, burdens, duties or obligations without the prior written consent of City. Any
attempted assignment without such consent shall be invalid and void.
27. Non -Waiver
None of the provisions of this Agreement shall be considered waived by either Party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
31. Licensing.
Consultant's products and services are purchased by City as subscriptions. Consultant
hereby grants and City hereby accepts, solely for its internal use, a worldwide, revocable, non-
exclusive, non-transferrable right to use the Consultant's products and services during the term
of this Agreement. Consultant reserves all right, title and interest in the Consultant's products
and services, the documentation and resulting product including all related intellectual property
rights. No implied licenses are granted to City. The Consultant's name, logo, and the product
names are trademarks of Consultant, and no right or license is granted to use them. City assigns
to Consultant any suggestion, enhancement, request, recommendation, correction or other
feedback provided by City relating to the use of the Consultant's products and services. City shall
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not: (i) Misuse any Consultant's resources or cause any disruption, including but not limited to,
the display of adult content, advertisements, solicitations, or mass mailings to individuals who
have not agreed to be contacted; (ii) Use any process, program, or tool for gaining unauthorized
access to the systems, networks, or accounts of third parties; (iii) Use the Consultant's products
and services in a manner in which system or network resources are unreasonably denied to third
parties; (iv) Use the products and services as a door or signpost to another server; (v) Access or
use any portion of Consultant's products and services except as expressly allowed by this
Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the
Consultant's products and services; (vii) Use the Consultant's products and services for any
unlawful purposes; (viii) Export or allow access to the Consultant's products and services in
violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Consultant's
products and services, or any portion thereof, for third party use; or (x) Modify, adapt, or use the
Consultant's products and services to develop any software application intended for resale which
uses the Consultant's products and services in whole or in part.
32. Confidentiality.
It is expected that one Party may disclose to the other Party certain information which may
be considered confidential or trade secret information ("Confidential Information"). Confidential
Information shall include: (i) non-public information if it is clearly and conspicuously marked as
"confidential" or with a similar designation at the time of disclosure; (ii) non-public information of
a Party if it is identified as confidential or proprietary before, during, or promptly after presentation
and (iii) any information that should be reasonably understood to be confidential or proprietary to
a Party, given the nature of the information and the context in which disclosed.
Subject to applicable law, each Party agrees to receive and hold any Confidential
Information in strict confidence. Each Party also agrees: (i) to protect and safeguard the
Confidential Information against unauthorized use, publication or disclosure; (ii) not to reveal,
report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as
specifically authorized by the other Party; (iii) not to use any Confidential Information for any
purpose other than for performance under this Agreement; (iv) to restrict access to Confidential
Information to those of its employees, agents, and contractors who have a need to know, who
have been advised of the confidential nature thereof, and who are under express written
obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (v)
to exercise at least the same standard of care and security to protect the Confidential Information
received by it as it protects its own confidential information. If a Party is requested or required in
a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it
will notify the other Party as promptly as practicable so that such Party may seek a protective
order or waiver for that instance.
Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of either Party; (ii) was in a Party's possession before receipt from the
other Party; (iii) is rightfully received by a Party from a third party without any duty of confidentiality;
(iv) is independently developed by a Party without use or reference to the other Party's
Confidential Information; or (v) is disclosed with the prior written consent of the Parties.
Each Party shall return or destroy the Confidential Information upon written request by the
other Party; provided, however, that each Party may retain one copy of the Confidential
Information in order to comply with applicable law. City understands and agrees that it may not
always be possible to completely remove or delete all Confidential Information from Granicus'
databases without some residual data.
11
Docusign Envelope ID: E6329EK-4301-49136-91F92-8513191 EOFF15
33. Limitation of Liabil
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 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 TWO -
HUNDRED FIFTY THOUSAND DOLLARS ($250,000). CONSULTANT SHALL NOT BE
RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER
CAUSED.
[SIGNATURES ON FOLLOWING PAGE]
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Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF BURLINGAME
AND GRANICUS, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF BURLINGAME GRANICUS, LLC
Approved By:
Lisa K. Goldman
City Manager
Date
Signature
Name
Attested By: Title
Meaghan Hassel -Shearer, City Clerk Date
Approved As To Form:
Michael Guina, City Attorney
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Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
EXHIBIT A
Scope of Services
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Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed
progress report that indicates the amount of budget spent on each task. Consultant will inform
City regarding any out -of -scope work being performed by Consultant. This is a time -and -materials
contract.
15
Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
G GRAN ICUS
ORDER DETAILS
Prepared By:
Phone:
Email:
Order #:
Prepared On:
Expires On:
ORDER TERMS
THIS IS NOT AN INVOICE
Granicus Proposal for Burlingame, CA
Chloe Scheer
chloe.scheer@granicus.com
Q-395149
22 Jan 2025
14 Feb 2025
Order Form
Prepared for
Burlingame, CA
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of
performance.)
Current Billing Term
End Date: 31 May 2025
Period of Performance: The Agreement will begin on date of signature and will continue through
the end of the then current billing term.
The Agreement will begin on date of signature and will continue through
the end of the then current billing term, and will continue for an additional
24 months thereafter.
Order #: Q-395149
Prepared: 22 Jan 2025
Page 1 of 8
Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
G GRAN ICUS
Order Form
Burlingame, CA
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this
Proposal.
Terminating Subscriptions
M 0
Solution
Quantity/Unit Prior Annual Fee
Government Transparency Suite
0 Each $7,017.40
Open Platform Suite
0 Each $0.00
SUBTOTAL: $7,017.40
Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease. Any pre -paid
fees for the terminating subscription(s) after the signing of this Agreement will be prorated from the signing of
this Agreement to the end of the Client's then -current billing term, credited, and such credit applied to the
annual fees for new subscriptions.
Client will continue to have access to and use the terminating solution until the new subscription(s) is/are
deployed.
Upon the deployment of Client's new solution as determined at Granicus' sole discretion, Granicus shall remove
access to the Client's terminating subscription(s).
xisting Subscriptions
Solution
7
Billing
Frequency
I
Quantity/Unit
7
Annual Fee
Recurring Captioning Services
Annual
150 Hours
$29,565.00
Legistar Add -On - Laserfiche Integration
Annual
1 Each
$0.00
Legistar
Annual
1 Each
$15,220.50
Order #: Q-395149
Prepared: 22 Jan 2025
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G GRANICUS
Order Form
Burlingame, CA
One -Time Fees
Solution
Billing
Frequency
Quantity/Unit
One -Time Fee
GovMeetings Live Cast SetUp and
Upon Delivery
1 Hours
$212.00
Config
Granicus Live Cast Encoder- Hardware
Upon Delivery
1 Each
$3,710.00
Granicus Video LiveCast UPGRADE -
Upon Delivery
2 Hours
$530.00
Online Group Training
Granicus Live Cast Encoder Setup and
Upon Delivery
1 Each
$927.50
Configuration
US Shipping Charge C - Large Item
Upon Delivery
1 Each
$132.50
Open Platform - Setup and
Up Front
1 Each
$0.00
Configuration
Legistar - Setup and Configuration
Upon Delivery
1 Each
$16,000.00
Legistar - Online Training
Upon Delivery
15 Hours
$6,360.00
SUBTOTAL:
$27,872.00
New Subscription Fees
Solution
Billing
Quantity/Unit
Annual Fee
Frequency
GovMeetings Live Cast
Annual
1 Each
$9,261.88
Open Platform Suite
Annual
1 Each
$0.00
Upgrade to 1080p Streaming
Annual
1 Each
$4,770.55
SUBTOTAL:
$14,032.43
Please note, annual fees for new subscriptions will be prorated to align to Client's then -current billing term.
Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.Additional volume
purchased will cover the period of 30 May 2025 - 31 May 2025 The additional volume and annual fees will be
added to Burlingame, CA's standard subscription and will be included in the next renewal period.
Communications Cloud Tier:
Order #: Q-395149
Prepared: 22 Jan 2025
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G GRANICUS
FUTURE YEAR PRICING
Order Form
Burlingame, CA
Solution(s)
Period of Performance
Year 2
Year 3
Recurring Captioning Services
$31,634.55
$33,848.97
Legistar Add -On - Laserfiche Integration
$0.00
$0.00
Legistar
$16,285.94
$17,425.95
GovMeetings Live Cast
$9,910.21
$10,603.92
Open Platform Suite
$0.00
$0.00
Upgrade to 1080p Streaming
$5,104.49
$5,461.80
SUBTOTAL:
$62,935.19
$67,340.64
Order #: Q-395149
Prepared: 22 Jan 2025
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G GRANICUS
PRODUCT DESCRIPTIONS
Order Form
Burlingame, CA
Solution
Description
Recurring Captioning Services
Live closed captioning.
• All Meetings will incur one hour minimum.
• Cancellations within 24 hrs. will be charged 1 hour minimum.
• Caption reservations should be reserved two weeks in advance. Jobs
with little notice may not be guaranteed coverage, 24 hours as an
absolute minimum.
• Real Time Captions are provided at an 98% accuracy readability rating
• Recurring Caption hours not used in the period of performance will not
carry over to the following year.
Legistar Add -On - Laserfiche
Legistar Add -On - Laserfiche Integration is for the Legistar\Laserfiche
Integration
integration that allows for documents to be imported from Laserfiche to
Legistar and for Legistar to export reports\attachments to Laserfiche
Legistar
Legistar is a Software -as -a -Service (SaaS) solution that enables government
organizations to automate the entire legislative process of the clerk's
office. Clerks can leverage Legistar 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
• Up to one (1) Legistar database
• Up to one (1) InSite web portal
GovMeetings Live Cast
govMeetings Live Cast provides the ability to manage public meetings
from anywhere, on almost any device using cloud based software and a
Granicus Live Cast encoder. It will stream public meetings in HD, allow
users to live index items, record and publish minutes, and provide archive
videos for on -demand viewing.
Granicus Live Cast Encoder-
Granicus Live Cast encoder is the hardware appliance used convert
Hardware
the video feed for video streaming on the web. It also records the
video and provides the MP4 file for archive playback.
Order #: Q-395149
Prepared: 22 Jan 2025
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Docusign Envelope ID: E6329E9C-4301-49B6-9F92-85B191EOFF15
G GRANICUS
Order Form
Burlingame, CA
Solution
Description
Granicus Video LiveCast
Granicus Video LiveCast UPGRADE - Online Group Training is for Group
UPGRADE - Online Group
training for clients upgrading from traditional LiveManager to
Training
LiveManager Web, which allows clients to have up to six (6) users
participate in online Group sessions with a Granicus trainer and other
client users, to learn how to use the system.
Open Platform Suite
Open Platform is access to MediaManager, upload of archives, ability to
post agendas/documents, and index of archives. These are able to be
published and accessible through a searchable viewpage.
Upgrade to 1080p Streaming
Upgrade to 1080p Streaming (requires Live Cast and Live Cast
Encoder)
US Shipping Charge C - Large
US shipping of a large item
Item
Open Platform - Setup and
Setup and configuration for Open Platform
Configuration
Legistar - Setup and
Legistar Project Management and Deployment Services is the professional
Configuration
service time for deploying a Legistar system.
Legistar - Online Training
Legistar - Online Training is for online training for Legistar, which allows
clients to have online sessions with a Granicus trainer to learn how to use
the system.
THIRD PARTY DISCLAIMER
Closed Captioning and Meeting Services: Client and Granicus may agree that a third party will provide closed
captioning, transcription services, or other meeting services under this Agreement. In such case, Client
expressly understands that the third party is an independent contractor and not an agent or employee of
Granicus. Granicus is not liable for acts performed by such an independent third party.
Order #: Q-395149
Prepared: 22 Jan 2025
Page 6 of 8
Docusign Envelope ID: E6329EK-4301-49136-91F92-8513191 EOFF15
G GRANICUS
Order Form
Burlingame, CA
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at
https://granicus.com/legal/licensing, including any product -specific terms included therein (the "License
Agreement"). If your organization and Granicus has entered into a separate agreement or is utilizing a contract
vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement
or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the
separate agreement or contract vehicle to the extent applicable.
• If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote
Q-395149 dated 22 Jan 2025 are incorporated into this Purchase Order by reference and shall take precedence
over any terms and conditions included in this Purchase Order.
• 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 Burlingame, CA to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• Upon the effective date, this Agreement shall supersede and replace any previous agreement between the
parties for the Terminating and/or Existing Subscriptions listed herein. All such prior agreements between the
parties are hereby void and of no force and effect.
• Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that
exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein.
Order #: Q-395149
Prepared: 22 Jan 2025
Page 7 of 8
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G GRANICUS
Order Form
Burlingame, CA
BILLING INFORMATION
Billing Contact: Purchase Order [ ] - No
I Required? I [ ] - Yes
Billing Address: I PO Number:
If PO required
Billing Email: I Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-395149 dated 22 Jan 2025 are incorporated into this Purchase
Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The
undersigned also understands the services and terms.
Burlingame, CA
Signature:
Name:
Title:
Date:
Order #: Q-395149
Prepared: 22 Jan 2025
Page 8 of 8