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HomeMy WebLinkAboutAGMT - JCG Technologies (Video Streaming of Meetings)May 9, 2018 Steve Schmenk, President JCG Technologies 9941 E. Mission Lane Scottsdale, AZ 85258 Sent Via Certified Letter Return Receipt RE: Termination of Video Streaming Professional Service Agreement dated June 27, 2011 Dear Mr. Schmenk, Thank you for serving the City of Seal Beach with video streaming services, allowing increased public transparency, since 2011. During my term as Seal Beach City Clerk I have had the opportunity to work with both Christine and Peter Chave, both of which has provided prompt and courteous service. Last year, following the City's informal bid procedures, we received proposals from various vendors to provide streaming video, agenda management and minute software applications. Proposals were received and evaluated and another company was selected to be the City's new Steaming Video /Legislative Management vendor. Therefore, pursuant to Section 5.0— Termination of the above referenced agreement, this letter services as the City of Seal Beach's thirty (30) day notification to JCG Technologies that termination without cause is effective June 10, 2018. Further, pursuant to Exhibit D - Licensing Agreement, Section 2.1 - Ownership of City's Content, please contact the City Clerk's office at your earliest availability to discuss the immediate return of all electronic data and documents maintained by JCG Technologies. Please feel free to contact me directly should you have any question at (562) 431 -2527, ext 1305. City Clerk CC: Jill R. Ingram, City Manager U.S. Postal ServiceT'.t Lff MAILTM RECEIPT (Domestle Mail Only; No Insurance Coverage ProvJded) 9 j 0F,o7.deII eryfinlormatIonvliItg—RIteatWI RWusps.00ms O Postage $ S Cerdffed Fee rl Retum Receipt Fee Postmark C3(Endorsement Required) Here r3 Restricted Delivery Fee (Endorsem. Required) O i uT Total P, r-I 0 S seo'To Steve Schmenk, President r-I -- ----- --- --- C3 mpo� JCG Technologies r` �;sei 9941 E. Mission Lane ----- - - - - --- Scottsdale, AZ 85258 Certified Mail Provides: a A mailing receipt a A unique Identifier for your mailpiece a A record of delivery kept by the Postal Service for two years Important Remlrrdem- a Certified Mail may ONLY be combined with First -Class Mai6 or Priority Mail, a Certified Mail is not available for any class of international mail. a NO INSURANCE COVERAGE IS PROVIDED with Certified Mail. For valuables, please consider Insured or Registered Mail. a For an additional fee, a Return Receipt m% be requested to provide proof of delivery. To obtain Return Receipt service, please complete and attach a Return Receipt (PS Form 38 11) to the article and add applicable postage to cover the fee. Endorse mailplece'Return Receipt Requested'. To receive a fee waiver for a duplicate return receipt, a USPS® postmark on your Certified Mail receipt is required. a For an additional fee, delivery may be restricted to the addressee or addressee's authorized agent. Advise the clerk or mark the mailpiece with the endorsement 'Restricted Delivery'. o If a postmark on the Certified Mail receipt is desired, please present the arti- cle at the post office for postmarking. If a postmark on the Certified Mail receipt is not needed, detach and affix label with postage and mail. IMPORTANT: Save this receipt and present it when making an inquiry. PS Form 3800, August 2006 (Reverse) PSN 7530,02-000 -9047 . P$ G# IIII II��I�IIII II IIII 9590 9402 2861 7069 8190 12 United States Postal Service Please print your name, a< City Clerk Robin Rob City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 First -Class Mail Postage & Fees Paid USPS Permit No. G -10 and ZIP +4® in ihis'b MAY 21 Z01� CITY CLERK OF SEAL BEACH IIrIIIIh Vll IIII rlllllhruI "Illd1111r1n11111n111110 • Complete items 1, 2, and 3. 1 a • Print your name and address on the reverse so that we can return the card to you. • Attach this card to the back of the mailpiece, B. or on the front if space permits. I .Steve Sc enk, President JCG Technologies 9941 E. Mission Lane Scottsdale, AZ 85258 IIIIIIIIIIIIIIIIIIII III IIII IIIIIIIIIII III' 13 Agent D. Is delivery address different from item 17 U Ye; If YES, enter delivery address below: ❑ No • Priority Mall Express® • Registered Mal Restricted Dellvery ❑ Registered Mal ResfdcW etivery 9590 9402 2861 7069 8190 12 I O Ceni e0 Ma l R:s Cted Delivery HRe um Receipt for ❑ Collect on Delivery_ TTAAerchandise ❑. Collect on Delivery Restricted Delivery ❑Signature ConfimiadonTM Mal ❑ Signature Confirmation 7 014 0150 0001 4 410 5209 Mal Restricted Delivery Restricted Delivery PS Form 38111' „July 2015 PSN 7530- 62 -00o- 053; I j J ; Domestic Return Receipt. PROFESSIONAL SERVICES AGREEMENT FOR VIDEO STREAMING OF MEETINGS Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 JCG Technologies 9941 E. Mission Lane Scottsdale, AZ 85258 480 - 661 -5629 This Professional Service Agreement ( "the Agreement") is made as of June 27, 2011 (the "Effective Date "), by and between JCG Technologies, an Arizona Corporation ( "Consultant"), and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). RECITALS A. Consultant is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services ( "Services "). B. Consultant desires to provide such Services to the City. B. Consultant represents that it is qualified and able to provide City with such Services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( °Services °) set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 years unless previously terminated as provided by this Agreement. 2of10 Errorl Unknown document property name. • 0 3.0 Consultant's Compensation City will pay Consultant in accordance with the price schedule C-4 attached as Exhibit B, but in no event will the City pay more than the total amount of $13,468 for the initial 12 month period Consultant provides services; and $5,988 for each subsequent 12 month period that Consultant provides services. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit C. 4.0 Method of Annual Payment 4.1. Within one month of the date Consultant provides video streaming of a council meeting ( "activation date "), City shall pay Consultant $13,468 for all services rendered during the 12 month period following the activation date. Thereafter, on or before the first anniversary of the activation date, City shall pay Consultant $5,988 for all services rendered for the 12 month period following the anniversary of the activation date. Thereafter, on or before the second anniversary of the activation date, City shall pay Consultant $5,988 for all services rendered for the 12 month period following the second anniversary of the activation date. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Software License Consultant hereby grants to City a non - exclusive, non - transferable, limited license to permit authorized users of City to access and use the service as set forth on that certain license dated August _, 2011. A true and correct copy of that license is attached hereto as Exhibit D. Consultant warrants that it has the full power and authority to grant the license to City and that the license to and 3 of 10 Error! Unknown document property name. • use by the City of the software will in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other proprietary right of any third party. 7.0 Party Representatives 7.1. The City Manager is the City's representative for purposes of this Agreement. 7.2. Steve Schmenk is the Consultant's primary representative for purposes of this Agreement. 8.0 Notices 8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: JCG Technologies 9941 East Mission Lane Scottsdale, Arizona 85258 Attn: Steve Schmenk, President 8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 9.0 Independent Contractor 9.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 4of10 Error! Unknown document properly name. • • 9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 10.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 11.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 12.0 Insurance 12.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 12.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate 5of10 Errorl Unknown document property name. s • limit is used, either the general aggregate limit shall apply separately to this Agreementllocation or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 12.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 12.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 12.5. Any deductibles or self - insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 13.0 Mutual Indemnification, Hold Harmless, and Duty to Defend 13.1 Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees" in this Section 13.1) free and harmless from any and all claims, demands, causes of action, costs, expenses, 6of10 Error! Unknown document property name. liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.2 City shall defend, indemnify, and hold the Consultant, its officers, employees and agents (collectively "Indemnitees" in this section 13.2) free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of City, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the Consultant. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, City shall defend Indemnitees, at City's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. City shall reimburse Consultant for any and all legal expenses and costs incurred by Consultant in connection therewith or in enforcing the indemnity herein provided. City's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of City under this Section shall survive termination of this Agreement. 14.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 7of10 Error! Unknown document property name. 15.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 16.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 17.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 18.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 19.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 20.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 21.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may 8of10 Error! Unknown document property name. • 0 likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest' under applicable laws as described in this subsection. 22.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 23.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 24.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. 9of10 Errorl Unknown document property name. • • IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH JCG Technologies A Municipal Corporation BY: (;� -11 R BY: ii o. Ingram, City n ger Steve Schmenk, President Attest: BY: ' Onda Devine, City Clerk Approved as to Form BY: �Qdinn M. baff6dN, City Attorney 10 of 10 Errorl Unknown document property name. EXHIBIT "A" SCHEDULE A — SERVICES The City of Seal Beach seeks a consultant to design, implement and maintain a complete comprehensive, scalable, flexible and operational solution for the video streaming of meetings held in the Council Chambers. The City requires a vendor hosted solution that includes the following features: 1. A system that is compatible with the cameras currently operating in the Council Chambers; 2. Managed services continually monitoring, notifying, and resolving any malfunction that appears on all software and hardware included in the system on a 24/7 basis; 3. Allows live broadcasting and on- demand playback of meetings either through a URL or similar link; 4. Retains recorded digital files for long -term record keeping with archived videos; 5. Links meeting documents such as minutes, reports, agenda items, etc. to audio and video files with the ability to perform keyword search; 6. Organizes multimedia content into easily accessible and sortable segments — e.g. tagging of different topics, etc; 7. A program that can time stamp the video or audio records so that a user can go from meeting minutes to video or from video to minutes; 8. Allows real time and archived indexing of agenda items, live and archived rewind; 9. Allows for closed captioning (optional); 10. Prefer unlimited bandwidth to serve unlimited number of viewers without impacting quality of video; 11. Recommendations on the need for a dedicated line to transmit from City Hall to hosted provider; 12. Supplies in -house training; 13. Provides ongoing support; 14. The capability for future expansion; and 15. 24/7 data availability and management. • • 9 Qa TECHNOLOGIES SCHEDULE C -4 - PROPONENT'S FINANCIAL PROPOSAL Indicate the Proponent's proposed fee, and the basis of calculation (use the spaces provided and /or attach additional pages, if necessary) as follows (as applicable): Pricing SuiteOne Media Solution Managed Services Monthly Annual Item Price Price SuiteView for On Demand Video /Audio Streaming $349 $4,188 SuiteCast for Live Video /Audio Streaming $150 $1,800 (1) Total Managed Services $499 $5,988 ** * *Managed Services Fee includes all software, support, hosting, and future upgrades One Time Initial Cost Items Hardware Components Item Price Video Card $495 (2) Hardware Subtotal $495 Liberty Meeting Recorder Solution Item Price Liberty Meeting Recorder Solution Software Includes: Liberty Meeting Recorder Software — 2 Channel Version Annual JCG Support Services Package —Year 1 $2,995 Liberty Player Software No Cost • • 0 C (Co) I TECHNOLOGIES (3) Liberty Meeting Recorder Subtotal $2,995 Implementation Services Item Custom Design of Portal Price $1,995 On -site Training and Installation $1,995 Options (4) Implementation Subtotal $3,990 Price (1) Total One Time Initial Costs $7,480 Price (2) Total Price - (Includes First Year Managed Services and One time Initial Costs $13,468 Price (3) Total Price Second Year $5,988 SuiteOne (Media SuiteAgenda Solution Managed Services Item Monthly Annual Price Price SuiteAgenda Agenda Management $225 $2,700 Item (4) Annual Managed Services Subtotal $225 $2,700 ** Price • SuiteAgenda Implementation Services — One -time Cost $1,000 :7 9 9 Q(�) TECHNOLOGIES Price (5) Total SuiteAgenda Price - (Includes First Year Managed Services and One time Initial Cost $3,700 Price (6) Total SuiteAgenda Price Second Year $2,700 Liberty Portable Recorder Kit Item Price Liberty Portable Recorder Kit • Includes: 1 Audio Mixer 2 Boundary Microphones 1 USB Interface Device 1 Rolling Soft -side Travel Case 1 Power Strip (7) Optional Liberty Portable Recorder Kit $1,495 Sales tax may apply on certain hardware and software purchased depending on your organizations tax status and applicable tax laws. * *Managed Services are billed on an annual basis. Managed Services will not increase more than 5% per year. The client can choose to lock in the Managed Services price by committing to a multiyear contract (3, 4, or 5 years). Price does not include shipping and handling charges. is 9 (C9 Q(� TECHNOLOGIES • Pricing: Proponents to also include the following: 1) a brief description of software modules available and associated start-up and yearly costs, All start up costs are detailed above. 2) hardware requirements that the City should be aware of, The only hardware requirements are detailed in the proposal and relate to the Liberty Meeting Recorder solution. 3) costs for monthly, yearly, start up, storage & ongoing maintenance support, and All costs are detailed in the above pricing. 4) prices for optional closed caption. We do not offer an option for closed captioning. Additional Expenses: The proposed Contract attached as Schedule "B" to the RFP provides that expenses are to be included within the fee, other than the expenses listed in the Contract as disbursements. Details of disbursements are to be shown in the chart above. Please indicate any expenses that would be payable in addition to the proposed fee and proposed disbursements set out above: No additional expenses are required Thank you for providing JCG Technologies, Inc this opportunity to submit our proposed solution. We trust our experience, reputation, and resources; combined with the features of the SuiteView webcasting solution, will prove to be the most cost effective and advantageous solution for the City of Seal Beach. Please do not hesitate to contact me if you have any question or require any additional information. We look forward to working with you and the City of Seal Beach. Sincerely, President 0 (a G TECHNOLOGIES 9941 East Mission Lane Scottsdale, Arizona 85258 Phone 480 -661 -5629 Fax 480 661 -7589 Mobile 602 418 -5307 is EMail srschmenkCaD-icgtechnologies.com Web www.mcgtechnologies.com Exhibit C Fee Schedule JCG Technologies, Inc June 14, 2011 Fee Schedule Programming Product Management Prices are valid through December 2011. $250 per hour $125 per hour EXHIBIT D LICENSE AGREEMENT 0 WHEREAS, JCG Technologies ( "Consultant") and the City of Seal Beach ( "City ") have entered into that certain agreement ( "Agreement ") dated August 8, 2011 for services relating to video streaming of meetings; and WHEREAS, that agreement references a separate license to the software provided under that agreement. NOW THEREFORE, the parties hereto agree as follows: USE OF SUITEONE MEDIA SOFTWARE. 1.1 Use. Consultant shall provide the City with a revocable, non - transferable, non - sublicensable and non - exclusive license to use the SuiteOne Media software ( "Software "). 1.2 Warranty. Consultant warrants that it has or will acquire full title and ownership of the Software, and /or that it has or will have the full power and authority to grant the license to City at the time of delivery, and that the license to use of the Software will in no way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other proprietary right of any third party. 1.3 Restrictions on Use. City represents and warrants that City and its Authorized Users will not (a) sell, lease, distribute, license or sublicense the technology or Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the technology or Services by, any third party; (d) copy or reproduce all or any part of the technology or Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the technology or Services in any way; (f) introduce into or transmit through the technology or Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (g) remove, obscure or alter any copyright notice, trademarks, logos or other proprietary rights notices affixed to or contained within the technology or Services; or (h) engage in or allow any action involving the technology or Services that is inconsistent with the terms and conditions of this Agreement. 2. CONTENT PROVIDED TO CONSULTANT. 2.1 Ownership of City's Content. All data and databases owned by City prior to the term of this License Agreement and all data, including but not limited to all content generated by, on behalf of or at the request of City in S7296-0200\1 38067Ov4. doc 0 0 connection with the use of the Software (collectively, "City's Content") shall be and remain the sole property of City. Upon termination of this Agreement, Consultant shall, at the request of City, return or destroy all of City's Content in the possession of Consultant promptly following such request. Consultant shall not use City's Content without the express written consent of City. (a) Responsibility for Content. The City shall have sole control and responsibility over the determination which data and information shall be included in the Content that is to be transmitted to SuiteOne. The City shall not provide to SuiteOne or allow to be provided to SuiteOne any Content that (a) infringes or violates third parties' Intellectual Property rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local, or foreign laws, regulations, or statutes. 3. OWNERSHIP: INTELLECTUAL PROPERTY RIGHTS AND SECURITY. 3.1 License Agreement is proprietary to Consultant and protected by intellectual property laws and international intellectual property treaties. City's access to, and use of, the Software is licensed and not sold. City is responsible for any applicable costs and taxes associated with City's use of the Software, or use of the Software through City's account. Neither this License nor the Agreement transfers to City any ownership or proprietary rights in the technology, and all right, title and interest in and to the technology will remain solely with SuiteOne. 3.2 Trademark Ownership and License. (a) City Trademarks: City shall retain all right, title and interest in and to City's trademarks, including any goodwill associated therewith, subject to the limited license granted to Consultant herein. (b) Consultant Trademarks: Consultant shall retain all right, title and interest in and to the Consultant trademarks, including any goodwill associated therewith, subject to the limited license granted to the City herein. (c) Each party grants to the other a non - exclusive, non - transferable, limited license to use the other party's trademarks as is reasonably necessary to perform its obligations under this License Agreement, provided that any and all promotional materials containing the other party's trademarks requires prior written approval of such other party, which approval shall not be unreasonably withheld. For purposes of this Agreement, neither parry is an agent of the other party, and neither party has any express or implied authority to act on behalf of, or make any representations whatsoever on behalf of, the other parry. -2- S7296- 0200 \1380670v4.doc 0 0 (d) Neither party shall use the other party's Trademarks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall comply with the other party's requests as to the use of the other party's Trademarks and shall avoid any action that diminishes the value of such Trademarks. 4. TERM, FEES AND MISCELLANEOUS PROVISIONS. 4.1 The term of this License Agreement and any fees associated with the rights conferred hereunder are established by the Agreement. 4.2 Software Upgrades. Consultant provides the Software as a "Lifetime License," and all software upgrades are included as part of City's License to the Software and Managed Services program. This includes both the rights to use the upgraded software and any services required as part of the upgrade process. 4.3 Bandwidth and Storage. Consultant will provide all of the bandwidth and storage necessary for the City to utilize its solution. The Consultant's program includes °Unlimited Bandwidth" for streaming the City's live and on- demand content over the Internet. 4.4 Archiving. Consultant provides 12 months of archiving for all public meetings and 20 hours or three Giga bytes of storage for additional content. 5. DISCLAIMER OF WARRANTY. 5.1 Except as expressly provided in this License Agreement, neither party makes any warranty in connection with the subject matter of this License Agreement and hereby disclaims any and all implied warranties, including, without limitation, all warranties regarding merchantability and fitness for a particular purpose. 5.2 THE SERVICES ARE PROVIDED ON AN °AS IS" BASIS, AND CITY'S USE OF THE SERVICES IS AT ITS OWN RISK. CONSULTANT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND /OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CONSULTANT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR -FREE. -3- 57296- 0200 \1380670v4.doc 0 EXECUTED the 8th day of Auqust , 2011 0 CITY OF SEAL BEACH JCG Technologies A Municipal Corporation BY: Q, JAWDY, BY: ill . Ingram, City a ger Steve Schmenk, President Attest: BY: im4a- Cin-aa (i(r Devine, City Clerk Approved as to Form BY: 12� uinn M. Barrow, City Attorney -4- 57296- 0200 \I380670v4.dce �1C0/�® CERTIFICATE OF LIABILITY INSURANCE 4/12/2014) THIS CERTIFICATEIS 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 be endorsed. If SUBROGATIONIS 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 USI OF SOUTHERN CA INS SVC INC /PHS 305707 P: F: PO BOX 33015 SAN ANTONIO TX 78255 CONTACT NAME: PHONE (A/C, No. EzQ: FAX No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAICS INSURER A: Hartford Casualty Ins Co ADDY�� BEACH, CA 90740 INSURED JCG TECHNOLOGIES, INC. 9941 E MISSION LN SCOTTSDALE AZ 85258 INSURER B INSURER C EACH OCCURRENCE INSURER D: DAMAGE TO RENTED PREMISES (Ea occurrence) INSURER E: INSURER F: MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR Ln? TFPE OF d\SURANL'E ADU V SUER II'1 POLICTNUAIBER POLICYEFI' (ALN/UU11'111 POLICTEaP LIMITS ATTN: ANITA CHAPANOND COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑OCCUR ADDY�� BEACH, CA 90740 EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) 5 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY � PRO- ❑ LOC JECT OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) 5 $ UM13RELLA UAS EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE 5 AGGREGATE $ DE RETENTION 5 A S'ORKERSCOMPE,VSATION .LV'DFVPLOPE,RS'LIABIL17Y ANY PROPRIETOR/PARTNER/EXECUTIVEY /N OFFICER/MEMBER EXCLUDED? (MandaloryinNH) ❑ If ySS, describe under DESCRIPTION OF OPERATIONS below N/A 59 WEC NP0772 04/20/2014 04/20/2015 PER OTH- x STATUTE I JER E.L. EACH ACCIDENT *500, 0 0 0 E.L. DISEASE- EA EMPLOYEE 5500,000 E.L. DISEASE - POLICY LIMIT 55 0 0 0 0 0 f DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICFMRD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION CITY OF SEAL BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED OFFICE OF THE COUNTY CLERK BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ATTN: ANITA CHAPANOND NEED SEAL ADDY�� BEACH, CA 90740 ©1988 -2014 ACORD CORPORATION. Alf rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD USI OF SOUTHERN CA INS SVC INC /PHS PO BOX 33015 SAN ANTONIO TX 78265 SP 01 008870 03169 E 30 ASNGLP CITY OF SEAL BEACH OFFICE OF THE COUNTY CLERK ATTN: ANITA CHAPANOND NEED ADDY SEAL BEACH CA 90740 o ACORD 25 (2014101)