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21-071 Granicus, LLC, Master Subscription Agreement 1 Master Subscription Agreement This Master Subscription Agreement (“Agreement) is made and entered into as of the latter date of the signatures below ( the “Effective Date”) by and between Cupertino, CA (“Client”) and Granicus, LLC, a Minnesota Limited Liability Company d/b/a Granicus (“Granicus”). Client and Granicus may each be referred to herein as “Party” or collectively as “Parties”. By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly changing nature of digital communications, this Agreement may be updated from time to time at Granicus’ sole discretion. Notification to Client will be via email or posting to the Granicus website. 1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have the meaning specified: “Agreement Term” means the total time covered by the Initial Term and all Extension Terms for each Order or SOW under this Agreement, further specified in Section 7.1. “Extension Term” means any term that increases the length of the Initial Term of this Agreement or an Order Term of an Order or SOW. “Granicus Products and Services” means the products and services made available to Client pursuant to this Agreement, which may include Granicus products and services accessible for use by Client on a subscription basis (“Software-as-a-Service” or “SaaS”), Granicus professional services, content from any professional services or other required equipment components or other required hardware, as specified in each Order or SOW. “Initial Term” shall have the meaning specified in Exhibit A or Order or SOW between Granicus and Client for the first duration of performance that Client has access to Granicus Products and Services. “Order” means a written order, proposal, or purchase document in which Granicus agrees to provide and Client agrees to purchase specific Granicus Products and Services. “Order Term” means the then-current duration of performance identified on each Order or SOW, for which Granicus has committed to provide, and Client has committed to pay for, Granicus Products and Services. “Statement of Work” or “SOW” means a written order, proposal, or purchase document that is signed by both Parties and describes the Granicus Products and Services to be provided and/or performed by Granicus. Each Order or SOW shall describe the Parties’ performance obligations and any assumptions or contingencies associated with the implementations of the Granicus Products and Services, as specified in each Order or SOW placed hereunder. “Support” means the ongoing support and maintenance services performed by Granicus related to the Granicus Products and Services as specified in each Order or SOW placed between the Parties. 2. Ordering and Scope 2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW related to the sale and purchase of Granicus Products and Services. Each Order or SOW will generally include an itemized list of the Granicus Products and Services as well as the Order Term for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the Parties; although, when a validly-issued purchase order by Client accompanies the Order or SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW, and by this reference is incorporated herein. 2 2.2. Support. Basic support related to standard Granicus Products and Services is included within the fees paid during the Order Term. Granicus may update its Support obligations under this Agreement, so long as the functionality purchased by Client is not materially diminished. 2.3. Future Functionality. Client acknowledges that any purchase hereunder is not contingent on the delivery of any future functionality or features. 2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of this Agreement and set forth in one or more Order or SOW may be extended for use by other municipalities, school districts and governmental agencies upon execution of an addendum or other duly signed writing setting forth all of the terms and conditions for such use. The applicable fees for additional municipalities, school districts or governmental agencies will be provided by Granicus to Client and the applicable additional party upon written request. 3. Use of Granicus Products and Services and Proprietary Rights 3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Client as subscriptions during an Order Term specified in each Order or SOW. Additional Granicus Products and Services may be added during an Order Term as described in Section 2.1. 3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to the extent allowed in the relevant Order or SOW (collectively the “Permitted Use”). 3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in from Client sources (interactions with end users and opt-in contact lists). Client cannot upload purchased contact information into Granicus Products and Services without Granicus’ written permission and professional services support for list cleansing. Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the Services outlined within this Agreement. 3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for keeping all passwords secure and all use of the Granicus Products and Services accessed through Client’s passwords. 3.2.3. Content. Client can only use Granicus Products and Services to share content that is created by and owned by Client and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a Granicus subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to Client, can be removed or limited by Granicus. 3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or published on Client’s website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or proprietary or intellectual property rights of others. Granicus is not responsible for content migrated by Client or any third party. 3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or services available for sale through Client or any third party unless approved in writing, in advance, by Granicus. Granicus reserves the right to request and review the details of any agreement between Client and a third party that compensates Client for the right to have information included in Content distributed or made available through Granicus Products and Services prior to approving the presence of Advertising within Granicus Products and Services. 3 3.2.5. Granicus Subscriber Information for Communications Cloud Suite only 3.2.5.1. Data Provided by Client. Data provided by Client and contact information gathered through Client’s own web properties or activities will remain the property of Client (“Direct Subscriber”), including any and all personally identifiable information (PII). Granicus will not release the data without the express written permission of Client, unless required by law. 3.2.5.2. Granicus shall 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, noncancelable, worldwide, non- exclusive license to utilize any data, on an anonymous or aggregate basis only, that arises from the use of the Granicus Products and Services by the client, whether disclosed on, subsequent to, or prior to the Effective Date, to improve the functionality of the Granicus Products and Services 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). 3.2.5.3. Data Obtained through the Granicus Advanced Network 3.2.5.3.1. 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. 3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery Communications Cloud subscription with Granicus. Network Subscribers are available for use only on the GovDelivery Communications Cloud while Client is under an active GovDelivery Communications Cloud subscription. Network Subscribers will not transfer to Client upon termination of any Granicus Order, SOW or Exhibit. 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 Client within 15 calendar days of the Order, SOW or Exhibit placed under this Agreement terminating. 3.2.5.3.3. Opt-In. During the last 10 calendar days of Client’s Order Term for the terminating Order, SOW or Exhibit placed under this Agreement, Client may send an opt-in email to Network Subscribers that shall include an explanation of Client’s relationship with Granicus terminating and that the Network Subscribers may visit Client’s website to subscribe to further updates from Client in the future. Any Network Subscriber that does not opt-in will not be transferred with the subscriber list provided to Client upon termination. 3.3. Restrictions. Client shall not: 3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the display of pornography or linking to pornographic material, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; 4 3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other Granicus Clients; 3.3.3. Client must not use the Granicus Products and Services in a manner in which system or network resources are unreasonably denied to other Granicus clients; 3.3.4. Client must not use the Services as a door or signpost to another server. 3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed by this Agreement or each Order or SOW placed hereunder; 3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus Products and Services; 3.3.7. Use the Granicus Products and Services for any unlawful purposes; 3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or regulations; 3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Granicus Products and Services, or any portion thereof, for third party use; or 3.3.10. Modify, adapt, or use the Granicus Products and Services to develop any software application intended for resale which uses the Granicus Products and Services in whole or in part. 3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request, recommendation, correction or other feedback provided by Client relating to the use of the Granicus Products and Services. Granicus may use such submissions as it deems appropriate in its sole discretion. 3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or its licensors reserve all right, title and interest in the Granicus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to Client. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Granicus or its suppliers, and no right or license is granted to use them. 4. Payment 4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW. Annual fees are due upfront according to the billing frequency specified in each Order or SOW. Granicus reserves the right to suspend any Granicus Products and Services should there be a lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is Client’s responsibility to provide applicable exemption certificate(s). 4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Client has, in good faith, disputed an invoice and is diligently trying to resolve the dispute. Client’s failure to provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client’s acceptance of the content of such invoice. 4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order Terms), the Granicus Product and Services fees shall increase from the previous term’s fees by up to ten (10) percent per year. 5 5. Representations, Warranties and Disclaimers 5.1. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so. 5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the Granicus Products and Services; however, the Granicus Products and Services are provided “AS IS” and as available. 5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. 6. Confidential Information 6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall include: (i) Granicus’ Products and Services, (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication and (iv) any information that should be reasonably understood to be confidential or proprietary to the Receiving Party, given the nature of the information and the context in which disclosed. Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the confidentiality of the Confidential Information received by it as it protects its own confidential information. If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance. 6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party. 6 6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store and/or send Confidential Information, Granicus must be notified in writing, in advance of the storage or sending. Should Client provide such notice, Client must ensure that Confidential Information or sensitive information is stored behind a secure interface and that Granicus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by Client. 6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however, that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. Customer understands and agrees that it may not always be possible to completely remove or delete all personal data from Granicus’ databases without some residual data because of backups and for other reasons. 7. Term and Termination 7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and continue through the latest date of the Order Term of each Order or SOW under this Agreement, unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an Order Term for the Granicus Products and Services provided under the respective Order or SOW. Client’s right to access or use the Granicus Products and Services will cease at the end of the Order Term identified within each Order or SOW, unless either extended or earlier terminated as provided in this Section 7. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the then-current Order Term, the Granicus Products and Services will automatically renew at the end of each term for an Extension Term of one (1) year. 7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is still in effect at the time of termination, then the terms and conditions contained in this Agreement shall continue to govern the outstanding Order or SOW until termination or expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to in writing, all outstanding Orders or SOWs shall immediately terminate as of the Agreement termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled to a refund of any prepaid fees upon termination. 7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after the non-breaching Party provides written notice of the breach. A Party may also terminate this Agreement immediately upon notice if the other Party: (a) is liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent, unable to pay its debts as they become due, makes an assignment for the benefit of creditors or takes advantage of any law for the benefit of debtors; or (c) ceases to conduct business for any reason on an ongoing basis leaving no successor in interest. Granicus may, without liability, immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed under this Agreement are past due pursuant to Section 4.1. 7.4. Rights and Obligations After Termination. In the event of expiration or termination of this Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date of expiration or termination. 7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive termination of this Agreement and continue in full force and effect. 7 8. Limitation of Liability 8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS’ REASONABLE CONTROL, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES OR DAMAGES. 8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT’S BREACH OF SECTION 3.3, IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. 9. Indemnification 9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities, damages and expenses arising from any claim or suit by a third party unaffiliated with either Party to this Agreement (“Claims”) and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims by any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus determines that an affected Order or SOW is likely, or if the solution is determined in a final, non- appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion: (a) replace the affected Granicus Products and Services; (b) modify the affected Granicus Products and Services to render it non-infringing; or (c) terminate this Agreement or the applicable Order or SOW with respect to the affected solution and refund to Client any prepaid fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by anyone under Client’s direction or control or using logins or passwords assigned to Client); (ii) a modification made by Granicus pursuant to Client’s required instructions or specifications or in reliance on materials or information provided by Client; or (iii) Client’s use (or use by anyone under Client’s direction or control or using logins or passwords assigned to Client) of any Granicus Products and Services other than in accordance with this Agreement. This section 9.1 sets forth Client’s sole and exclusive remedy, and Granicus’ entire liability, for any Claim that the Granicus 8 Products and Services or any other materials provided by Granicus violate or infringe upon the rights of any third party. 9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and against any Claims, and shall pay all Losses, to the extent arising out of or related to (a) Client’s (or that of anyone authorized by Client or using logins or passwords assigned to Client) use or modification of any Granicus Products and Services; (b) any Client content; or (c) Client’s violation of applicable law. 9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with counsel of its choice, but shall not settle any such Claim without the indemnifying Party’s prior written consent. The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations upon the indemnified Party without the prior written consent of the indemnified Party. 10. General 10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate independent of each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency, or employee/employer relationship between the Parties for any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for its employees and business operations. 10.2. Headings. The various section headings of this Agreement are inserted only for convenience of reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the Parties. 10.3. Amendments. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. 10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 10.5. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 10.6. No Third-Party Beneficiaries. Subject to Section 10.5 this Agreement is binding upon, and insures solely to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third-party beneficiaries to this Agreement. 10.7. Notice. Other than routine administrative communications, which may be exchanged by the Parties via email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier’s systems, if sent via FedEx, UPS, DHL, or other 9 nationally recognized express carrier; (c) the third business day after sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with confirmed receipt from the receiving party. Either Party may provide the other with notice of a change in mailing or email address in which case the mailing or email address, as applicable, for that Party will be deemed to have been amended. The mailing and email addresses of the Parties are as follows: Granicus Cupertino, CA ATTN: Contracts ATTN: Nidhi Mathur Address: 408 St. Peter Street Suite 600 Saint Paul, MN 55102 Address: 10300 Torre Avenue Cupertino, CA 95014 Phone: (651) 757-4154 Phone: 408-777-3200 Email: contracts@granicus.com Email: Nidhim@cupertino.org 10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations hereunder shall be excused when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by such Party to the other Party within twenty (20) days after occurrence of such cause or event. 10.9. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted under the laws of the State of California, without reference to the State’s principles of conflicts of law. The Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts of Santa Clara County, California. 10.10. Entire Agreement. This Agreement, together with all Orders or SOWs referenced herein, sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior oral and written understandings, quotations, communications, and agreements. Granicus and Client agree that any and all Orders or SOWs are incorporated herein by this reference. In the event of possible conflict or inconsistency between such documents, the conflict or inconsistency shall be resolved by giving precedence in the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWs or other purchase documents; (4) Granicus response to Client’s request for RFI, RFP, RFQ; and (5) Client’s RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or conflicting terms appearing on the purchase order or any other ordering materials submitted by Client. Upon request, Granicus shall reference a purchase order number on its invoices, provided, however, that Client acknowledges that it is Client’s responsibility to provide the corresponding purchase order information (including a purchase order number) to Granicus upon the creation of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant to Section 4.1 above. 10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client grants Granicus the right to use Client’s name and logo in Client lists and marketing materials. 10 10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client’s use of Granicus Products and Services is in violation of any restrictions set forth in this Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly- authorized representatives on the Effective Date as set forth above. Granicus Cupertino, CA By: By: (Authorized Signature) (Authorized Signature) Name: Name: (Print or Type Name of Signatory) (Print or Type Name of Signatory) Title: Title: Date: Date: (Execution Date) (Execution Date) ___________________________________ Heather M. Minner City Attorney ___________________________________ Kirsten Squarcia Date City Clerk Kelly Oliver Vice President Contracts Jun 24, 2021 Kelly Oliver Heather M. Minner Jun 29, 2021 CTO Bill Mitchell Jun 29, 2021 408 Saint Peter Street, Suite 600 THIS IS NOT AN INVOICE Order Form Saint Paul, MN 55102 Prepared for United States Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 1 of 15 ORDER DETAILS Prepared By: Phone: Email: Order #: Prepared On: Expires On: Currency:USD Payment Terms:Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Current Subscription End Date: 07/05/2021 Initial Order Term End Date: 07/05/2026 Period of Performance: 07/06/2021 - 07/05/2022 The subscription includes the following domain(s) and subdomain(s): ·cupertino.org ORDER TERMS EXHIBIT B Granicus Proposal for Cupertino, CA John Watkins (323)909-5189 john.watkins@granicus.com Q-138801 06/03/2021 07/05/2021 Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 2 of 15 PRICING SUMMARY The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 3 of 15 Renewing Subscription Fees Solution Period of Performance Billing Frequency Quantity/ Unit Annual Fee Prorated Fee CampaignDocs Subscription 7/6/2021 to 7/5/2022 Annual 1 Each $1,461.93 $1,461.93 DisclosureDocs Full Review Subscription 10/15/2021 to 7/5/2022 Annual 1 Each $521.57 $377.72 DisclosureDocs Ethics Subscription 10/15/2021 to 7/5/2022 Annual 1 Each $736.87 $533.64 DisclosureDocs Subscription 10/15/2021 to 7/5/2022 Annual 1 Each $1,521.07 $1,101.56 eDisclosure Filer Module Subscription 10/15/2021 to 7/5/2022 Annual 1 Each $1,521.07 $1,101.56 Address Identification 12/31/2021 to 7/5/2022 Annual 1 Each $12,494.99 $6,452.89 24/7 Hotline 12/31/2021 to 7/5/2022 Annual 1 Each $4,290.60 $2,215.83 Compliance Monitoring 12/31/2021 to 7/5/2022 Annual 1 Each $5,356.44 $2,766.27 Mobile Permitting & Registration 12/31/2021 to 7/5/2022 Annual 1 Each $5,000.00 $2,582.19 Rental Activity Monitoring 12/31/2021 to 7/5/2022 Annual 1 Each $7,149.66 $3,692.36 Upgrade to SDI 720p Streaming 1/26/2022 to 7/5/2022 Annual 1 Each $1,350.62 $599.76 Communications Cloud 1/26/2022 to 7/5/2022 Annual 1 Each $6,365.41 $2,826.65 Open Platform Suite 1/26/2022 to 7/5/2022 Annual 1 Each $4,051.83 $1,799.27 Legistar 1/26/2022 to 7/5/2022 Annual 1 Each $9,724.41 $4,318.26 Granicus Encoding Appliance Software (GT) 1/26/2022 to 7/5/2022 Annual 1 Each $1,350.62 $599.76 Communications Cloud Advanced Package 1/26/2022 to 7/5/2022 Annual 1 Each $1,591.35 $706.66 Government Transparency Suite 1/26/2022 to 7/5/2022 Annual 1 Each $5,875.17 $2,608.95 Meeting Efficiency Suite 1/26/2022 to 7/5/2022 Annual 1 Each $5,740.10 $2,548.97 Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 4 of 15 Legistar Add-On - Laserfiche Integration 1/26/2022 to 7/5/2022 Annual 1 Each $0.00 $0.00 Template - Sectioned View Page 1/26/2022 to 7/5/2022 Annual 1 Each $0.00 $0.00 CampaignDocs - Hosting 7/6/2021 to 7/5/2022 Annual 1 Each $0.00 $0.00 CampaignDocs Public Kiosk Subscription 7/6/2021 to 7/5/2022 Annual 1 Each $313.21 $313.21 CampaignDocs Web Publishing Subscription 7/6/2021 to 7/5/2022 Annual 1 Each $626.54 $626.54 eCampaign Subscription 7/6/2021 to 7/5/2022 Annual 1 Each $1,253.09 $1,253.09 Tax Collection 12/31/2021 to 7/5/2022 Annual 1 Each $0.00 $0.00 SUBTOTAL:$78,296.55 $40,487.07 Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 5 of 15 FUTURE YEAR PRICING Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 6 of 15 Period of Performance Solution(s)07/06/2022 - 07/05/2023 07/06/2023 - 07/05/2024 07/06/2024 - 07/05/2025 07/06/2025 - 07/05/2026 CampaignDocs Subscription $1,564.27 $1,673.76 $1,790.93 $1,916.29 DisclosureDocs Full Review Subscription $558.08 $597.14 $638.94 $683.67 DisclosureDocs Ethics Subscription $788.45 $843.64 $902.69 $965.88 DisclosureDocs Subscription $1,627.54 $1,741.47 $1,863.38 $1,993.81 eDisclosure Filer Module Subscription $1,627.54 $1,741.47 $1,863.38 $1,993.81 Address Identification $13,369.63 $14,305.51 $15,306.90 $16,378.38 24/7 Hotline $4,590.94 $4,912.31 $5,256.17 $5,624.10 Compliance Monitoring $5,731.39 $6,132.59 $6,561.87 $7,021.20 Mobile Permitting & Registration $5,350.00 $5,724.50 $6,125.21 $6,553.98 Rental Activity Monitoring $7,650.14 $8,185.65 $8,758.64 $9,371.75 Upgrade to SDI 720p Streaming $1,445.16 $1,546.32 $1,654.56 $1,770.38 Communications Cloud $6,810.99 $7,287.76 $7,797.90 $8,343.76 Open Platform Suite $4,335.45 $4,638.94 $4,963.66 $5,311.12 Legistar $10,405.12 $11,133.48 $11,912.82 $12,746.72 Granicus Encoding Appliance Software (GT)$1,445.16 $1,546.32 $1,654.56 $1,770.38 Communications Cloud Advanced Package $1,702.74 $1,821.93 $1,949.47 $2,085.93 Government Transparency Suite $6,286.43 $6,726.48 $7,197.33 $7,701.15 Meeting Efficiency Suite $6,141.90 $6,571.84 $7,031.87 $7,524.10 Legistar Add-On - Laserfiche Integration $0.00 $0.00 $0.00 $0.00 Template - Sectioned View Page $0.00 $0.00 $0.00 $0.00 CampaignDocs - Hosting $0.00 $0.00 $0.00 $0.00 CampaignDocs Public Kiosk Subscription $335.13 $358.59 $383.70 $410.55 CampaignDocs Web Publishing Subscription $670.40 $717.33 $767.54 $821.27 eCampaign Subscription $1,340.81 $1,434.66 $1,535.09 $1,642.55 Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 7 of 15 Tax Collection $0.00 $0.00 $0.00 $0.00 SUBTOTAL:$83,777.27 $89,641.69 $95,916.61 $102,630.78 Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 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 Ongoing monitoring of 60+ Short Term Rental websites including major platforms Airbnb, VRBO, HomeAway, Booking.com, FlipKey, & Expedia. 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 every 3-5 days - Screenshot activity of every listing - Deduplication of listings into unique Rental Units - Activity dashboard and map to monitor trends and breakdown of compliance Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 9 of 15 Solution Description 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 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 Monitoring 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 Monitoring 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). Upgrade to SDI 720p Streaming Upgrade to SDI 720p Streaming (requires Digital encoder and HD feed) Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 10 of 15 Solution Description 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 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 from a shared short code within the United States* *International numbers are not supported. SMS/text messages not used in the period of performance will not carry over to the following year. Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 11 of 15 Solution Description 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 Granicus Encoding Appliance Software (GT) Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created. 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) A subscription for the Advanced Cloud Module is dependent on an active license for the GovDelivery Communications Cloud. Government Transparency Suite Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 12 of 15 Solution Description Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardware- as-a-Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk’s office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use LiveManager to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes: ·Unlimited user accounts ·Unlimited meeting bodies ·Unlimited storage of minutes documents ·Access to the LiveManager software application for recording information during meetings ·Access to the Word Add-in software component for minutes formatting in MS Word if desired ·Up to one (1) MS Word minutes template (additional templates can be purchased if needed) 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 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. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 13 of 15 Solution Description 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 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 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. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 14 of 15 TERMS & CONDITIONS ·This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Cupertino, CA to provide applicable exemption certificate(s). ·Granicus certifies that it will not sell, retain, use, or disclose any personal information provided by Client for any purpose other than the specific purpose of performing the services outlined within this Agreement. ·Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription. ·Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. ·Updates to Shared Short Codes for SMS/Text Messaging: Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee. Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use. ·Notwithstanding anything to the contrary, Granicus reserves the right to adjust pricing at any renewal in which the volume has changed from the prior term without regard to the prior term's per-unit pricing. ·Renewal pricing for Address Identification, Compliance Monitoring, Rental Activity Monitoring, 24/7 Hotline, Tax Collection, and Mobile Permitting & Registration is based on the average volume of rental listings or units for the preceding 10-12 months and is subject to volume-based pricing adjustments as described herein. ·Granicus agrees to comply with the insurance provisions set forth in Exhibit A, attached hereto. Order Form Cupertino, CA Order #: Q-138801 Prepared: 06/03/2021 Page 15 of 15 BILLING INFORMATION Billing Contact:Purchase Order Required? [ ] - No [ ] - Yes Billing Address:PO Number: If PO required Billing Email:Billing Phone: If submitting a Purchase Order, please include the following language: The pricing, terms, and conditions of quote Q-138801 dated 06/03/2021 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. AGREEMENT AND ACCEPTANCE By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms. AGREEMENT AND ACCEPTANCE Contract No. ________ Page 11 of 13 Exhibit A: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General 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 be 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. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or 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. General Liability: For bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. 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 be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ Page 12 of 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy 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 before the City’s own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 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, 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. 2.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, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3.PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Contract No. ________ Page 13 of 13 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 5.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 . 6.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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 (415) 568-4000 Granicus, LLC 408 Saint Peter Street Suite 600 Saint Paul MN 55102 GRAIN01 Columbia Casualty Company 31127 Continental Casualty Company 20443 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X Comp $100 DedX Coll $1,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX N X 1,000,000 1,000,000 1,000,000 Cyber Liability $5M/ $25K RET. B 6043664084 10/20/2020 10/20/2021 A 6043664103 10/20/2020 10/20/2021 D 596722177 (E&O/Cyber)12/15/2020 12/15/2021 C 6043664067 (AOS)10/20/2020 10/20/2021 C 6043664070 (CA)10/20/2020 10/20/2021 NOT APPLICABLE 10/20/2021 1449952 Y N N N Y 12/18/2020 N N 16781970 16781970 XXXXXXX City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3255 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement or policy language. X X See Attachments To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 16781970. Email: PacificeDelivery@lockton.com Phone: (213) 689-2300 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Insurance Brokers, LLC – Pacific Series Lockton Insurance Brokers, LLC License #0F15767 777 S Figueroa Street, 52nd Fl / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com Attachment Code: D568356 Master ID: 1449952, Certificate ID: 16781970 G-00000-A (Ed. ) It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1.Additional Insureds 2.Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury – Expanded Definition 4.Broad Knowledge of Occurrence/ Notice of Occurrence 5.Broad Named Insured 6.Estates, Legal Representatives and Spouses 7.Expected Or Intended Injury – Exception for Reasonable Force 8.In Rem Actions 9.Incidental Health Care Malpractice Coverage 10.Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability – Damage To Premises 12.Medical Payments 13.Non-owned Aircraft Coverage 14.Non-owned Watercraft 15.Personal And Advertising Injury – Discrimination or Humiliation 16.Personal And Advertising Injury - Limited Contractual Liability 17.Property Damage - Elevators 18.Supplementary Payments 19.Property Damage – Patterns, Molds and Dies 20.Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation – Blanket G-00000-A Page 1 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 1.ADDITIONAL INSUREDS a.WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1)is currently in effect or becomes effective during the term of this Coverage Part; and (2)was executed prior to: (a)the bodily injury or property damage; or (b)the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b.However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1)a higher limit of insurance than required by such contract or agreement; or (2)coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A.Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury arising out of: 1.such person or organization’s financial control of a Named Insured; or 2.premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B.Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner’s liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C.Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D.Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured’s maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E.Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the G-00000-A Page 2 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F.Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor’s real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G.Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver’s liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured’s ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H.State or Governmental Agency or Subdivision or Political Subdivisions – Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision’s liability for bodily injury, property damage or personal and advertising injury arising out of: 1.the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a.the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b.the construction, erection, or removal of elevators; or c.the ownership, maintenance or use of any elevators covered by this insurance; or 2.the permitted or authorized operations performed by a Named Insured or on a Named Insured’s behalf. The coverage granted by this paragraph does not apply to: a.Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b.Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision’s requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I.Trade Show Event Lessor 1.With respect to a Named Insured’s participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization’s liability for bodily injury, property damage or personal and advertising injury caused by: a.the Named Insured’s acts or omissions; or b.the acts or omissions of those acting on the Named Insured’s behalf, in the performance of the Named Insured’s ongoing operations at the trade show event premises during the trade show event. G-00000-A Page 3 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 2.The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J.Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1.The coverage granted by this paragraph does not apply to: a.bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b.any express warranty unauthorized by the Named Insured; c.any physical or chemical change in any product made intentionally by such person or organization; d.repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e.any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.demonstration, installation, servicing or repair operations, except such operations performed at such person or organization’s premises in connection with the sale of a product; g.products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h.bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)the exceptions contained in Subparagraphs d. or f. above; or (2)such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3.This Paragraph J. also does not apply: a.to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b.to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c.if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K.Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: G-00000-A Page 4 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 1.who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2.for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a.this Coverage Part provides such coverage; b.the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c.the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2.ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A.The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B.With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3.BODILY INJURY – EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4.BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A.BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer’s authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5.BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3.Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: G-00000-A Page 5 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) a.on the effective date of this Coverage Part; or b.by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a)any partnership or joint venture; or (b)any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement’s JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A.owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B.having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4.With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a.bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b.personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5.The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6.ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the Named Insured’s business. 7.EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. G-00000-A Page 6 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 8.IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9.INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A.Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b.This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose, and only if: (1)such bodily injury is caused by an occurrence that takes place in the coverage territory. (2)the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B.Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i.add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii.delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii.add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual’s race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C.DEFINITIONS is amended to: i.add the following definitions: Health care incident means an act, error or omission by the Named Insured’s employees or volunteer workers in the rendering of: G-00000-A Page 7 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) a.professional health care services on behalf of the Named Insured or b.Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a.Physician; b.Nurse; c.Nurse practitioner; d.Emergency medical technician; e.Paramedic; f.Dentist; g.Physical therapist; h.Psychologist; i.Speech therapist; j.Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii.delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii.amend the definition of Insured to: a.add the following: •the Named Insured’s employees are Insureds with respect to: (1)bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; and (2)bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. •the Named Insured’s volunteer workers are Insureds with respect to: (1)bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business; and (2)bodily injury to an employee while in the course of the employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b.delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c.add the following: Insured does not include any physician while acting in his or her capacity as such. G-00000-A Page 8 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) D.The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b.Excess Insurance (1)To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10.JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: •the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor •the conduct of a current or past limited liability company in which a Named Insured’s interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a.any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b.the bodily injury or property damage first occurred after such termination date; and c.there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11.LEGAL LIABILITY – DAMAGE TO PREMISES A.Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B.Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C.LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6.Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: G-00000-A Page 9 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) a.any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b.contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D.The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii)That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured’s care, custody or control; E.This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12.MEDICAL PAYMENTS A.LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7.Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C – Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1)$15,000 unless a different amount is shown here:@@@@@@@@@@@@@@ ; or (2)the amount shown in the Declarations for Medical Expense Limit. B.Under COVERAGES, the Insuring Agreement of Coverage C – Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b)The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13.NON-OWNED AIRCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1.the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2.the aircraft is rented with a trained, paid crew to the Named Insured; and 3.the aircraft is not being used to carry persons or property for a charge. 14.NON-OWNED WATERCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2)a watercraft that is not owned by any Named Insured, provided the watercraft is: (a)less than 75 feet long; and (b)not being used to carry persons or property for a charge. G-00000-A Page 10 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION A.Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under COVERAGES, Coverage B – Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1.delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)the Named Insured; or (b)any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2.add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from •Provision 1. ADDITIONAL INSURED of this endorsement; or •attachment of an additional insured endorsement to this Coverage Part. 16.PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A.Under COVERAGES, Coverage B –Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1)that the Insured would have in the absence of the contract or agreement; or G-00000-A Page 11 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) (2)assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a)liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b)such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B.Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C.Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B: 1.Paragraph 2.d. is replaced by the following: d.The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2.The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D.This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17.PROPERTY DAMAGE – ELEVATORS A.Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. G-00000-A Page 12 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 G-00000-A (Ed. ) 19.PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A.is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B.applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21.WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations; or 2.your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G-00000-A Page 13 of 1 (Ed. ) Attachment Code: D524693 Certificate ID: 16781970 CNA Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy 1 unless another expiration date is shown below. Form No: G-19160-B (11-1997) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 7; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: WC 6 43664070 -1 Policy Effective Date: 10/20/2020 Policy Page: 38 of 52 Attachment Code: D529218 Certificate ID: 16781970 Granicus Master Subscription Agreement Final Audit Report 2021-06-29 Created:2021-06-24 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAyvKDS9mZInINd47uAbfnKPCeoVO-HKnM "Granicus Master Subscription Agreement" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-06-24 - 7:57:03 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-06-24 - 8:02:26 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-06-24 - 10:50:10 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kelly Oliver (kelly.oliver@granicus.com) for signature 2021-06-24 - 10:50:12 PM GMT Email viewed by Kelly Oliver (kelly.oliver@granicus.com) 2021-06-25 - 0:50:18 AM GMT- IP address: 45.41.142.115 Document e-signed by Kelly Oliver (kelly.oliver@granicus.com) Signature Date: 2021-06-25 - 0:52:18 AM GMT - Time Source: server- IP address: 216.193.158.137 Document emailed to Heather M. 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Minner (minner@smwlaw.com) Signature Date: 2021-06-25 - 5:08:05 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2021-06-25 - 5:08:08 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2021-06-25 - 5:09:42 PM GMT- IP address: 73.231.141.55 City of Cupertino (webmaster@cupertino.org) replaced signer Teri Gerhardt (terig@cupertino.org) with Bill Mitchell (Billm@cupertino.org) 2021-06-28 - 10:08:14 PM GMT- IP address: 73.93.41.158 Document emailed to Bill Mitchell (Billm@cupertino.org) for signature 2021-06-28 - 10:08:14 PM GMT Email viewed by Bill Mitchell (Billm@cupertino.org) 2021-06-29 - 7:02:03 PM GMT- IP address: 64.165.34.3 Document e-signed by Bill Mitchell (Billm@cupertino.org) Signature Date: 2021-06-29 - 8:08:27 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-06-29 - 8:08:28 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-06-29 - 8:51:29 PM GMT- IP address: 64.165.34.3 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-06-29 - 8:52:14 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2021-06-29 - 8:52:14 PM GMT