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21-071 Granicus, LLC_Amendment #5 dated 03-27-26 to Master Subscription Agreement
Amendment Prepared for Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 1 of 15 Fifth Amendment to the Granicus Service Agreement between Granicus, LLC and Cupertino, CA This Fifth Amendment to the Granicus, LLC Service Agreement is effective on the date this document is signed and entered into by and between Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (hereinafter referred to as "Granicus"), and Cupertino, CA (hereinafter referred to as "Client"), with reference to the following: WHEREAS, the Client and Granicus entered into an Agreement effective 06 Jul 2021 (the "Agreement"); and WHEREAS, in addition to Client's existing solution, Client wishes to add certain products and services as detailed in Q- 504408, which is attached as Exhibit A and incorporated herein by reference; and NOW, THEREFORE, in consideration of the premises, the parties intend that the Agreement be amended as follows: 1.Compensation to be paid to Granicus under the Agreement shall be amended to include the fees detailed in Exhibit A. Exhibit A is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of the Client to provide applicable exemption certificate(s). 2.Except as amended by this Fifth Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. 3.In the event of any inconsistency between the provisions of this Fifth Amendment and the documents comprising the Agreement, the provisions of this Fifth Amendment shall prevail. IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed by their duly authorized representatives. 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. Cupertino, CA Granicus Signature:Signature: Name:Name: Title:Title: Date:Date: Senior Assistant City Attorney City Clerk Date Greg Eck Senior Manager, Contracts 03/27/2026 Teri Gerhardt CTO 03/27/2026 Lauren Sapudar 03/27/2026 THIS IS NOT AN INVOICE Exhibit A Prepared for Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 2 of 15 Exhibit A ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: Chloe Scheer chloe.scheer@granicus.com Q-504408 11 Mar 2026 06 Mar 2026 USDCurrency: Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Billing Term End Date: 05 Jul 2026 The subscription includes the following domain(s) and subdomain(s): ·cupertino.org ORDER TERMS PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Terminating Subscriptions Solution Quantity/Unit Prior Annual Fee Upgrade to SDI 720p Streaming 0 Each $1,641.69 Open Platform Suite 0 Each $4,925.03 Granicus Encoding Appliance Software (GT)0 Each $1,641.69 Government Transparency Suite 0 Each $7,141.31 Meeting Efficiency Suite 0 Each $6,977.13 SUBTOTAL:$22,326.85 Upon 31 Mar 2026, annual fees for the terminating subscription(s) shall cease. Any pre-paid fees for the terminating subscription(s) after 31 Mar 2026 will be prorated from 31 Mar 2026 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). Exhibit A Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 3 of 15 Existing Subscriptions Solution Billing Frequency Quantity/Unit Annual Fee CampaignDocs Subscription Annual 1 Each $1,777.00 DisclosureDocs Full Review Subscription Annual 1 Each $633.96 DisclosureDocs Ethics Subscription Annual 1 Each $895.67 DisclosureDocs Subscription Annual 1 Each $1,848.87 eDisclosure Filer Module Subscription Annual 1 Each $1,848.87 Address Identification and Monitoring Annual 1 Each $15,165.68 24/7 Hotline Annual 1 Each $5,215.28 Compliance Outreach Annual 1 Each $6,510.77 Mobile Permitting & Registration Annual 1 Each $6,077.54 Rental Activity Audit Annual 1 Each $8,690.45 Communications Cloud Annual 1 Each $14,470.33 Legistar Annual 1 Each $11,820.07 Communications Cloud Advanced Package Annual 1 Each $3,617.57 Legistar Add-On - Laserfiche Integration Annual 1 Each $0.00 Template - Sectioned View Page Annual 1 Each $0.00 EHQ Embeddable Project Finder - Basic Annual 1 Each $1,157.60 EHQ Additional Hub Admin Annual 1 Each $0.00 EHQ Additional Hubs Annual 1 Each $5,209.31 EHQ Brand Integration Maintenance Annual 1 Each $5,788.09 OpenCities SaaS License Annual 1 Each $19,969.05 OpenForms Enterprise License (30 users, 100 forms)Annual 1 Each $8,682.20 OpenCities Cloud Security License Annual 1 Each $1,447.05 CS Platform - Enterprise Plus: Subscription Annual 1 Each $16,374.93 Knowledge Base: Subscription Annual 1 Each $2,605.11 Single Sign-On: Subscription Annual 1 Each $4,476.61 CampaignDocs - Hosting Annual 1 Each $0.00 CampaignDocs Public Kiosk Subscription Annual 1 Each $380.73 CampaignDocs Web Publishing Subscription Annual 1 Each $761.56 Exhibit A Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 4 of 15 eCampaign Subscription Annual 1 Each $1,523.13 Tax Collection Annual 1 Each $0.00 SUBTOTAL:$146,947.43 One-Time Fees Solution Billing Frequency Quantity/Unit One-Time Fee DisclosureDocs Setup and Configuration Up Front 1 Each $0.00 CampaignDocs Setup and Configuration Up Front 1 Each $0.00 Granicus Operations Cloud - Self- Managed Video - Setup, Config, and Training Up Front 1 Each $1,450.00 Self-managed Video Encoder Up Front 1 Each $3,842.50 24/7 streaming (Granicus Video) -Setup and Configuration Upon Delivery 1 Each $120.00 eComment - Online Training Upon Delivery 1 Hours $0.00 eComment - Setup and Configuration Up Front 1 Each $0.00 SUBTOTAL:$5,412.50 New Subscription Fees Solution Period of Performance Billing Frequency Quantity/ Unit Annual Fee Prorated Fee Granicus Operations Cloud - Self-Managed Video 31 Mar 2026 - 05 Jul 2026 Annual 1 Each $20,550.01 $5,475.31 24/7 streaming (Granicus Video)31 Mar 2026 - 05 Jul 2026 Annual 1 Each $2,500.02 $666.10 Experience Services Catalog Accelerator 31 Mar 2026 - 05 Jul 2026 Annual 150 Each $7,498.92 $1,998.00 Upgrade to 1080p Streaming 31 Mar 2026 - 05 Jul 2026 Annual 1 Each $5,246.99 $1,398.00 eComment 31 Mar 2026 - 05 Jul 2026 Annual 1 Each $2,617.79 $697.48 SUBTOTAL:$38,413.73 $10,234.89 Please note, annual fees for new subscriptions will be prorated to align to Client's then-current billing term. Except for services sold on a volume basis, which must be consumed during the then current billing term. Exhibit A Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 5 of 15 Communications Cloud Tier: for up to 25,000 subscribers Number of Filers: 168 CREDITS AVAILABLE The number of Credits acquired due to the above purchase items: Available Service Credits Total Services Catalog Credits:175 Exhibit A Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 6 of 15 Period of PerformanceSolution(s)July 6, 2026 - July 5, 2027 July 6, 2027 - July 5, 2028 July 6, 2028 - July 5, 2029 CampaignDocs Subscription $1,812.54 $1,848.79 $1,885.76 DisclosureDocs Full Review Subscription $646.63 $659.57 $672.76 DisclosureDocs Ethics Subscription $913.58 $931.85 $950.49 DisclosureDocs Subscription $1,885.85 $1,923.56 $1,962.04 eDisclosure Filer Module Subscription $1,885.85 $1,923.56 $1,962.04 Address Identification and Monitoring $15,469.00 $15,778.38 $16,093.95 24/7 Hotline $5,319.58 $5,425.97 $5,534.49 Compliance Outreach $6,640.99 $6,773.81 $6,909.29 Mobile Permitting & Registration $6,199.09 $6,323.07 $6,449.53 Rental Activity Audit $8,864.26 $9,041.55 $9,222.38 Communications Cloud $14,759.73 $15,054.93 $15,356.03 Legistar $12,056.47 $12,297.60 $12,543.55 Communications Cloud Advanced Package $3,689.92 $3,763.72 $3,839.00 Legistar Add-On - Laserfiche Integration $0.00 $0.00 $0.00 Template - Sectioned View Page $0.00 $0.00 $0.00 EHQ Embeddable Project Finder - Basic $1,180.76 $1,204.37 $1,228.46 EHQ Additional Hub Admin $0.00 $0.00 $0.00 EHQ Additional Hubs $5,313.50 $5,419.77 $5,528.16 EHQ Brand Integration Maintenance $5,903.85 $6,021.93 $6,142.37 OpenCities SaaS License $20,368.43 $20,775.80 $21,191.31 OpenForms Enterprise License (30 users, 100 forms)$8,855.84 $9,032.96 $9,213.62 OpenCities Cloud Security License $1,475.99 $1,505.51 $1,535.62 CS Platform - Enterprise Plus: Subscription $16,702.43 $17,036.48 $17,377.21 Knowledge Base: Subscription $2,657.21 $2,710.35 $2,764.56 Single Sign-On: Subscription $4,566.14 $4,657.46 $4,750.61 Exhibit A Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 7 of 15 CampaignDocs - Hosting $0.00 $0.00 $0.00 CampaignDocs Public Kiosk Subscription $388.34 $396.11 $404.03 CampaignDocs Web Publishing Subscription $776.80 $792.33 $808.18 eCampaign Subscription $1,553.59 $1,584.66 $1,616.36 Tax Collection $0.00 $0.00 $0.00 Granicus Operations Cloud - Self- Managed Video $20,961.01 $21,380.23 $21,807.83 24/7 streaming (Granicus Video)$2,550.02 $2,601.02 $2,653.04 Experience Services Catalog Accelerator $7,648.90 $7,801.88 $7,957.91 Upgrade to 1080p Streaming $5,351.93 $5,458.97 $5,568.15 eComment $2,670.15 $2,723.55 $2,778.02 SUBTOTAL:$189,068.38 $192,849.74 $196,706.75 Total Services Catalog Credits:175 175 175 Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 8 of 15 PRODUCT DESCRIPTIONS Solution Description CampaignDocs Subscription CampaignDocs™ is a powerful desktop system used by the ROV staff that provides numerous features to help you manage your Campaign Filers, generate letters, emails, run reports on Filings, scan paper filing and receive Electronic Filings submitted by the filers that use eCampaign Module. DisclosureDocs Full Review Subscription Filer Review – allows the Filing Officer to perform the required tasks of verifying the accuracy of forms and if needed requesting necessary Amendments. 20% on time and 100 % late filings. 10 % needs to be picked at random. DisclosureDocs Ethics Subscription Ethics Training Tracking - Ethics and Sexual Harassment Prevention Training Tracking Modules work hand in hand with our DisclosureDocs /eDisclosure System. This Module allows tracking the Ethics Certificates and notifying Filers of their Ethics Training requirements. DisclosureDocs Subscription DisclosureDocs™ is your robust desktop application that provides numerous features to help you manage your Filers, Conflict of Interest Code changes, Full and Facial Reviews, generate Letters, Emails, business process Reports and manage your corresponding Public Access and Electronic Filing components. eDisclosure Filer Module Subscription eDisclosure™ application allows your Filers to login and file for all positions that he/she is holding as well as submit the filing to their Filing Officer(s). Address Identification and Monitoring Our state-of-the-art software provides ongoing monitoring of short-term rental platforms including major platforms such as Airbnb, VRBO, Booking.com, and FlipKey. We continually review and update our software to align with the evolving state of the platforms to provide a comprehensive dataset. Our machine learning will deduplicate all known Listings into unique Rental Units, where our identification team will provide owner contact information for further enforcement. This product includes: - Ongoing monitoring of all listings in your jurisdiction - Updating listing activity and details on a regular basis - Screenshot activity of every active listing - Deduplication of listings into unique Rental Units - Activity dashboard and map to monitor trends and breakdown of compliance. 24/7 Hotline 24/7 web and phone hotline for your community to report short term rental complaints such as parking, trash, noise disturbances, and illegal short term rentals. This product include:- Mobile-enabled online web form for citizens to submit tips or complaints (text, videos, and photos) - 24/7 call center for citizens to contact and report complaints verbally - Recordings for all call center complaints - Email notifications to your team when complaints are logged - Automatic outbound IVR calls and SMS messages to permit emergency Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 9 of 15 Solution Description contacts notifying them of the complaint - SMS support for emergency contacts to mark a complaint as acknowledged or resolved with the ability to send resolution notes - Hotline Dashboard for tracking complaint volumes, trends, and categories - Ability to upload Notes/Comments to each complaint Compliance Outreach Compliance monitoring provides up-to-date information for each identified Rental Unit and its compliance status. We configure your compliance definition specific to your jurisdiction rules and ordinances in order to provide up-to-date compliance status of each identified Rental Unit. Additionally, this product will:- Allow your team to send letters to non- compliant properties 24/7 - Configure letter templates with your branding and letterhead - Add as many letter sequences as you need for escalation - Monitor properties that become compliant after letter enforcement Mobile Permitting & Registration Mobile-enabled online forms and back-end systems for streamlining the registration/licensing/permitting of individual short-term rental hosts. These registration forms and workflows include:- Parcel Number lookup and validation - E-Signatures - ACH, Debit, and Credit Payments exclusively powered by Stripe.com - Registration Number & Certificate creation - Document Upload - Renewals - Email confirmation - Admin approval & denial Rental Activity Audit Ongoing monitoring of Short Term Rental listings for signs of rental activity including historical revenue estimates & occupancy. Coupled with our Tax Collection product, users can also compare historical revenue estimates to actual reported revenue to identify those that may be underreporting and underpaying sales tax (i.e. TOT). Communications Cloud The Cloud is a Software-as-a-Service (SaaS) solution that enables government organizations to connect with more people. By leveraging the Cloud, the client will be able to utilize a number of different outreach mediums, including email, SMS/text messages, RSS feeds, and social media integration to connect with its target audiences. The Cloud includes: ·Unlimited email sends with industry-leading delivery and management of all bounces ·Support to upload and migrate existing email lists ·Access to participate in the govDelivery Network ·Ability to send mass notifications to multiple devices ·24/7 system monitoring, email and phone support during business Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 10 of 15 Solution Description hours, auto-response to inbound messages from end users, and emergency support ·Text-to-subscribe functionality ·Up to 2 Web-hosted training sessions annually ·Up to 50 administrators ·Up to 1 govDelivery account(s) ·Access to a complete archive of all data created by the client for 18 months (rolling) ·Up to 3 hours of message template and integration development ·Up to 100 subscription topics ·Up to 100,000 SMS/text messages per year* *International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year. 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 Communications Cloud Advanced Package The Advanced Cloud Module gives government communicators better insight into the needs of citizens and improves their ability to enhance online transactions, promote behavior change through public awareness, and improve citizen engagement. The Advanced Cloud Module adds streamlined marketing capabilities that incorporate greater degrees of audience segmentation, personalization, message testing, and mobile engagement. The Advanced Cloud Module includes: ·Dynamic segmentation around bulletins, engagement, and question (e.g. zip code) ·Canned campaigns for re-engagement and new subscriber onboarding ·Testing: Simple (A/B, 10/10/80) Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 11 of 15 Solution Description A subscription for the Advanced Cloud Module is dependent on an active license for the govDelivery Communications Cloud. Legistar Add-On - Laserfiche Integration Legistar Add-On - Laserfiche Integration is for the Legistar\Laserfiche integration that allows for documents to be imported from Laserfiche to Legistar and for Legistar to export reports\attachments to Laserfiche EHQ Embeddable Project Finder - Basic EHQ Embeddable Project Finder tool for embedding in web CMS; ·Annual subscription ·Unlimited project finders ·Configure the number of projects shown ·Self-service management EHQ Additional Hub Admin Additional Hub Admin for EHQ. EHQ Additional Hubs Additional Hub page/s for use with EHQ Hubs add-on. EHQ Brand Integration Maintenance EHQ Brand Integration maintenance and support. OpenCities SaaS License The OpenCities platform allows you to launch modern, easy to use websites that evolve to put the needs of your community at the center. The SaaS License includes: - All OpenCities out of the box functionality (excluding optional/premium modules priced separately) - Platform setup and full project management - Managed cloud hosting via Microsoft AzureGov - Ongoing security updates - Ongoing product updates and enhancements - WCAG AA Accessibility maintained perpetually - 99.9% up-time guarantee and 24/7 support for Priority 1 issues (per SLA) - Comprehensive SLA and Support Ticketing system See subscription agreement for details. OpenForms Enterprise License (30 users, 100 forms) Forms & Workflow is a digital forms builder specifically designed for Government. Government services can be complicated, but the experience for the residents accessing them shouldn’t have to be. This application is perfect for the business of government, with capabilities that Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 12 of 15 Solution Description will help you convert complex, multi-page forms and processes into simple, step-by-step online forms that can adjust based on customers responses. OpenCities Cloud Security License Deployment of Imperva Security and Content Delivery Network (CDN). Providing leading caching and security resulting in enhanced protection from malicious attacks. Once configured, it continuously monitors and blocks attacks. With a global 24/7/365 security operations center, it provides an expertly managed web application firewall, distributed denial of service attack protection, and advanced bot detection. CS Platform - Enterprise Plus: Subscription Service Request Management Enhanced Plus Advanced (Dynamics) Level Subscription includes the Service Request Management Advanced console and connection to Service Request Management Advanced (Dynamics). Enterprise Plus includes the Service Request and Knowledge B ase Modules, and two integrations into third party Service Request Manag ement Sys Knowledge Base: Subscription Ongoing annual maintenance for KB Single Sign-On: Subscription Single Sign-On: Subscription CampaignDocs Public Kiosk Subscription Public access to your filings is available through your Public Kiosk in an unredacted form using our CampaignDocs Public Access™ module. The Public is able to search for filings in your office without the need of taking staff time to pull the original records. This is not only a cost savings for your staff, but eliminates the risk of the original filing disappearing or becoming misfiled when it’s returned. If the Public wants a copy of a filing, they order it at the kiosk and pay for it at the counter where they will pick up their copy. CampaignDocs Web Publishing Subscription CampaignDocs WebPublisher™ module the public has access to redacted copies of the filings on the web. The public is able to search, view and print from their own computer without the need of using your agency’s resources. eCampaign Subscription eCampaign™ system is a benefit to your filers. Your filers will be able to use our data screens to enter their contributions / expenditures as they occur and file their forms by the due date. The system will validate the information and summarize all the information on the forms. There are several tools that will help your Filer properly file their filings. Tax Collection Tax Collection can be built as a separate mobile-enabled form or coupled with Mobile Permitting & Registration in one single portal allowing your Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 13 of 15 Solution Description users to:- Report revenue monthly, quarterly, or annually and pay sales tax due (i.e TOT) - Remind users when they are registering for a permit/license to also report any back taxes - Collect ACH, Debit, and Credit Payments exclusively powered by Stripe.com Granicus Operations Cloud - Self-Managed Video The annual subscription is an outcome-focused solution combining integrated technology, data insights, and experience services to drive operational efficiencies. ·Strategic Capabilities ·Designated Experience Partner ·Extended LMS Training On-demand ·Access to Services Catalog ·Biannual CX Program Brief to Review Insights & Recommendations ·Online Help Articles and Access to govCommunity ·Data Insights ·Community Satisfaction and Performance Monitoring ·Government Effectiveness Score ·Digital Experience Score ·Quality of Life Surveys ·In-app Reporting and Dashboards ·Connected Technology ·Video Streaming and Video-on-Demand Built-in video indexing with start, stop, and pause controls Video analytics Fully cloud-based Simulcast to multiple platforms including Facebook and YouTube Unlimited meetings, users, and storage ·Public Portal Hyperlinked agendas, minutes, and documents Advanced keyword search ·Hardware Live Cast video encoder ·Ongoing security updates ·Ongoing product updates and enhancements ·Product accessibility maintained perpetually ·99.9% up-time guarantee ·Technical Support Reporting (biannual) ·Escalation & Care Process Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 14 of 15 Solution Description DisclosureDocs Setup and Configuration DisclosureDocs Professional Services Fee for Setup and Configuration CampaignDocs Setup and Configuration CampaignDocs™ is a powerful desktop system used by the ROV staff that provides numerous features to help you manage your Campaign Filers, generate letters, emails, run reports on Filings, scan paper filing and receive Electronic Filings submitted by the filers that use eCampaign Module. Granicus Operations Cloud - Self-Managed Video - Setup, Config, and Training The Self-Managed Video edition of Operations Cloud leverages a blend of strategic capabilities, data insights, and technology built for government to deliver an experience aimed at enhancing user engagement and boosting operational efficiency. This solution includes: ·Stakeholder Kickoff and Project Alignment ·Program Management - Weekly / bi-weekly communication ·Development/Implementation/component configuration, including: o Setup and configuration of the hardware and software o Setup and configuration of the public portal Online Training – Up to 12 hours of online training. Self-managed Video Encoder Granicus Live Cast encoder is the hardware appliance used convert the video feed for video streaming on the web. It also records the video and provides the MP4 file for archive playback. 24/7 streaming (Granicus Video) Stay connected and engaged with your audience around the clock using our 24/7 Live Video Streaming Service. Designed for seamless, high-quality broadcasts, this service is perfect for organizations that need uninterrupted video streaming to share content, events, and updates in. This product option is per account, not per encoder. Experience Services Catalog Accelerator Annual Recurring Service Credits: Enhance your support through the GXC Services Catalog with these additional annual credits, ensuring continuous access to valuable services and resource. Upgrade to 1080p Streaming Upgrade to 1080p Streaming (requires Live Cast and Live Cast Encoder) 24/7 streaming (Granicus 24x7 streaming video setup and configuration services Cupertino, CA Order #: Q-504408 Prepared: 11 Mar 2026 Page 15 of 15 Solution Description Video) -Setup and Configuration eComment eComment reduces staff time by providing the ability to effortlessly collect and manage citizen input on agenda items. Citizens are allowed to either submit comments in regards to items or sign up to speak before a scheduled meeting. eComment - Online Training Virtual training session with a Granicus professional services trainer. GRANICUS ADVANCED NETWORK AND SUBSCRIBER INFORMATION ·Granicus Communications Suite Subscriber Information. o Data provided by the Client and contact information gathered through the Client's own web properties or activities will remain the property of the Client ('Direct Subscriber'), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of the Client, unless required by law. o Granicus shall: (i) not disclose the Client's data except to any third parties as necessary to operate the Granicus Products and Services (provided that the Client hereby grants to Granicus a perpetual, non-cancelable, worldwide, non-exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products by the Client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and any other legitimate business purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information). ·Data obtained through the Granicus Advanced Network. o Granicus offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers recommendations to subscribe to other Granicus Client's digital communication (the 'Advanced Network'). When a Direct Subscriber signs up through one of the recommendations of the Advanced Network, that subscriber is a 'Network Subscriber' to the agency it subscribed to through the Advanced Network. o Network Subscribers are available for use while the Client is under an active subscription with Granicus. Network Subscribers will not transfer to the Client upon termination of any Granicus Order, SOW, or Exhibit. The Client shall not use or transfer any of the Network Subscribers after termination of its Order, SOW, or Exhibit placed under this agreement. All information related to Network Subscribers must be destroyed by the Client within 15 calendar days of the Order, SOW, or Exhibit placed under this agreement terminating. o Opt-In. During the last 10 calendar days of the Client's subscription, the Client may send an opt- in email to Network Subscribers that shall include an explanation of the Client's relationship with Granicus terminating and that the Network Subscribers may visit the Client's website to subscribe to further updates from the Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to the Client upon termination. Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1.Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. Not required. Software Provider has provided written verification of no employees. 2.Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 3.Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Software Provider does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Software Provider has provided written confirmation that it does not own any autos. Software Provider shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Software Provider uses an owned automobile or Exhibit B1: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). In lieu of Business Automobile Liability, Software Provider shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider 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, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Software Provider shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers: Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. Adequacy of Coverage: City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/16/2026 The Baldwin Group Mid-Atlantic LLC DBA BCP Tech 1511 Baltimore,Ste 200 Kansas City MO 64108 816-523-2323 certificates@brushkc.com License#:CA#0658748 Berkley National Insurance Com 38911 GRANLLC-01 Riverport Insurance Company 36684Granicus,LLC 1152 15th Street Suite 800 Washington DC 20005 ACE American Insurance Company 22667 1588619033 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X Y Y TCP 7024348 -12 10/20/2025 10/20/2026 2,000,000 A 1,000,000 X X TCP 7024348 -12 10/20/2025 10/20/2026 A X X 15,000,000TCP7024348-12 10/20/2025 10/20/2026 15,000,000 B X N Y TWC 7024349-12 10/20/2025 10/20/2026 1,000,000 1,000,000 1,000,000 C Cyber/Tech E&O Y D0246732A 10/20/2025 10/20/2026 Agg/Occ Limit 5,000,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as an Additional Insureds with respect to General Liability,Auto Liability and Cyber/Tech E&O if required by written contract and subject to terms,conditions and exclusions of the policies.Coverage is provided on a Primary &Non-Contributory basis on the General Liability and Auto Liability if required by written contract and subject to terms,conditions and exclusions of the policies.A Waiver of Subrogation in favor of the The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers applies to General Liability,Auto Liability and Workers Compensation if required by written contract,and subject to terms,conditions,and exclusions of the policies.Umbrella Liability policy follows form over General Liability,Auto Liability and Workers Compensation/Employers Liability subject to terms, conditions,and exclusions of the policies. City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3255 HUBB1 COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A. Additional Insured – Lessors of Leased Equipment L. Duties in the Event of Occurrence, Offense, Claim or Suit B. Additional Insured – Owners, Managers or Lessors of Premises M. Expected or Intended Injury or Damage (Property Damage) C. Additional Insured - Primary and Non- contributory N. Damage to Premises Rented To You D. Additional Insured – Vendors O. Medical Payments E. Additional Insured – Written Contract or Agreement P. Non-owned Aircraft F. Aggregate Limit Per Location Q. Non-owned Watercraft G. Amateur Athletic Participants R. Newly Acquired or Formed Organizations H. Bodily Injury Definition S. Supplementary Payments I. Broadened Named Insured T. Unintentional Omission J. Damage to Property – Borrowed Equipment, Customer Goods, Use of Elevators U. Waiver of Subrogation - Blanket K. Good Samaritan Services A. ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured , the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for “bodily injury”, “property damage”, “personal and advertising injury” caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed after the equipment lease expires. B. ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured , the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1. Any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed, after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Page 2 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured , the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that: 1. Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and 2. Arises out of “your products” which are distributed or sold in the regular course of such vendor’s business. The insurance provided to such vendor is subject to the following provisions: 1. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2. The insurance provided to such vendor does not apply to: a. Any express warranty not authorized by you; b. Any change in “your products” made by such vendor; c. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d. Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of “your products”; e. Demonstration, installation, servicing or repair operations, except such operations performed at such vendor’s premises in connection with the sale of “your products”; or f. “Your products” which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: 1. An y person or organization from whom you have acquired “your products”, or any ingredient, part or container entering into, accompanying or containing such products; or 2. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured , the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that : 1. Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and 2. Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your “locations” owned by or rented or leased to you. CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 2. Under Section V - Definitions , the following is added: “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured , the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1. “Bodily injury” to: a. A co-participant, your “employee” or “volunteer worker” while participating in amateur athletic activities that you sponsor; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. “Property damage” to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a. A co-participant, your “employee” or “volunteer worker”; or b. You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or an y “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V - 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 resulting from any of these. “Bodily injury” also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS’ GOODS AND USE OF ELEVATORS The insurance for “property damage” liability is subject to the following: 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability , paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a. The exclusion for personal property in the care, custody or control of the insured does not apply to “property damage” to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b. The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because “your work” was incorrectly performed on it; do not apply to “property damage” to “customers’ goods” while on your premises nor do they apply to “property damage” arising from the use of elevators at premises you own, rent, lease or oc cupy. 2. Subject to the Each Occurrence Limit, the most we will pay for “property damage” to “customers’ goods” is $25,000 per “occurrence”. 3. Under Section V - Definitions , the following is added: “Customers’ goods” means goods of your customer on your p remises for the purpose of being: a. Repaired; or Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 b. Used in your manufacturing process. 4. Under Section IV - Commercial General Liability Conditions , the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1. Under Section II - Who Is Insured , paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering “Good Samaritan services”. 2. Under Section V - Definitions , the following definition is added: “Good Samaritan services” means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a. Notify us of an “occurrence” offense, claim or “suit”; and b. Send us documents concerning a claim or “suit” apply only when such accident claim, “suit” or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report an “occurrence” to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular “occurrence” is a liability claim rather than a workers’ compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability , paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. 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. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1. The last paragraph under 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2. The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to “property damage” (other than damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. CG 83 60 12 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of “property damage” to premises while rented to you, or in the case of damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V - Definitions is deleted and replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1. Under Section I - Coverages, Coverage C , Medical Payments, paragraph 1., Insuring Agreement , the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3. This provision O. does not apply if Coverage C , Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability , item 2., Exclusions, item g., Aircraft, Auto Or Watercraft , does not apply to an aircraft that is: a. Hired, chartered or loaned with a paid crew; and b. Not owned by any insured. 2. The insurance afforded by this provision P. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II - Who Is Insured , is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a. “Bodily injury” to a co-“employee” of the person operating the watercraft; or b. “Property damage” to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision Q. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CG 83 60 12 19 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured , item 3.a. is deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows: 1. The limit for the cost of bail bonds is amended to $2,500; and 2. The limit for reasonable expenses incurred by the “insured” is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions , paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions , paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in “your work” or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the “bodily injury” or “property damage”, that requires you to waive your rights of recovery. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 04 84 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT_WC 00 03 13_04/84 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/20/2025 Policy No. TWC 7024349 12 Endorsement No. Insured Wildebeest Topco LLC Premium Insurance Company: Countersigned by Berkley National Insurance Company WC 00 03 13 04 84 © 1983 National Council on Compensation Insurance Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for which you have agreed to waive your rights of recovery in a written contract, provided such contract was executed prior to the date of loss. 5th Amendment to Granicus Master Subscription Agreement Final Audit Report 2026-03-30 Created:2026-03-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAArvBfyvF0fX7mXZmYT1OyFOvxzGhKCv54 "5th Amendment to Granicus Master Subscription Agreement" H istory Document created by Webmaster Admin (webmaster@cupertino.org) 2026-03-27 - 5:15:10 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2026-03-27 - 5:18:53 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2026-03-27 - 5:19:01 PM GMT- IP address: 32.193.3.138 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-03-27 - 5:19:30 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Greg Eck (greg.eck@granicus.com) for signature 2026-03-27 - 5:19:33 PM GMT Email viewed by Greg Eck (greg.eck@granicus.com) 2026-03-27 - 5:23:06 PM GMT- IP address: 107.209.49.61 Document e-signed by Greg Eck (greg.eck@granicus.com) Signature Date: 2026-03-27 - 5:42:16 PM GMT - Time Source: server- IP address: 107.209.49.61 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-03-27 - 5:42:19 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-03-27 - 5:42:29 PM GMT- IP address: 54.164.78.140 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-03-27 - 9:26:12 PM GMT - Time Source: server- IP address: 174.194.192.67 Document emailed to terig@cupertino.org for signature 2026-03-27 - 9:26:15 PM GMT Email viewed by terig@cupertino.org 2026-03-27 - 9:26:25 PM GMT- IP address: 34.239.165.5 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-03-27 - 9:43:51 PM GMT- IP address: 174.227.189.226 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-03-27 - 9:43:53 PM GMT - Time Source: server- IP address: 174.227.189.226 Document emailed to Lauren Sapudar (laurens@cupertino.org) for signature 2026-03-27 - 9:43:55 PM GMT Email viewed by Lauren Sapudar (laurens@cupertino.org) 2026-03-27 - 9:44:04 PM GMT- IP address: 13.218.210.212 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-03-27 - 9:55:16 PM GMT - Time Source: server- IP address: 69.149.42.28 Document emailed to aracelia@cupertino.org for approval 2026-03-27 - 9:55:18 PM GMT Email viewed by aracelia@cupertino.org 2026-03-27 - 9:55:23 PM GMT- IP address: 13.221.231.200 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-03-30 - 2:33:51 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-03-30 - 2:33:53 PM GMT - Time Source: server- IP address: 71.202.76.156 Agreement completed. 2026-03-30 - 2:33:53 PM GMT