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HomeMy WebLinkAboutGranicus LLC; 2020-04-06; 2020-PSA/IT01City Attorney Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO. 1 FOR WEBSITE DESIGN, MIGRATION, IMPLEMENTATION AND HOSTING SERVICES TO EXTEND AND AMEND AGREEMENT FOR ANNUAL HOSTING MAINTENANCE SERVICES GRANICUS LLC This Ratification of Amendment No. 1 is entered into as of the ___________ day of _____________________________________, 2021, but effective as of the 6th day of April, 2021, extending and amending the agreement dated April 6, 2020 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Granicus LLC a Minnesota limited liability company, (“Contractor") (collectively, the “Parties”) for annual hosting maintenance services. RECITALS A. The Agreement, as amended from time to time expired on April 5, 2021 and Contractor continued to work on the services specified therein without the benefit of an agreement; and B. The Parties desire to alter the scope of work of the Agreement to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on April 5, 2022 as described in the On Going Subscription Fees section of Agreement and explained on Exhibit “A” of this Amendment No. 1 for a not-to-exceed seventeen thousand one hundred twenty dollars ($17,120.00). 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 27th April City Attorney Approved Version 1/30/13 2 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager or Mayor or Director (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By: _____________________________ Assistant City Attorney DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Kelly Oliver Vice President - Contracts for City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 City Attorney Approved Version 1/30/13 4 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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 RENTEDCLAIMS-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 Granicus, Inc Host Compliance, 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 Prof. Liab/TechE&O/Cyber Network Sec & Privacy $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 10/20/2021C6043664070 (CA)10/20/2020 10/20/2021 NOT APPLICABLE 10/20/2021 1424321 Y Y Y Y N 12/18/2020 N N 15060404 15060404 XXXXXXX City of Carlsbad 1200 Carlsbad Village Dr Carlsbad CA 92008-1949 RE: The City of Carlsbad, its officials, employees and volunteers are an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. Waiver of Subrogation applies per attached endorsement(s) or policy language. Insurance provided to Additional Insured(s) is primary and non-contributory as per the attached endorsements or policy language. X X See Attachments DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 4/27/2021 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 15060404. 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: 1424321, Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2.Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance 3.Bodily Injury – Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7.Expected Or Intended Injury – Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11.Legal Liability – Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15.Personal And Advertising Injury – Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19.Property Damage – Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21.Waiver of Subrogation – Blanket CNA74872XX (1-15)Policy No: 6043664103 Page 1 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 2 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 3 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 4 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 5 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: 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: Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 6 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 7 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 8 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (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: 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; Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 9 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. D.The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 10 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 11 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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: Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 12 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (2)a watercraft that is not owned by any Named Insured, provided the watercraft is: (a)less than 75 feet long; and (b)not being used to carry persons or property for a charge. 15.PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION 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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 13 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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 (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. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement CNA74872XX (1-15)Policy No: 6043664103 Page 14 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 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. 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 Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Technology General Liability Extension Endorsement 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. CNA74872XX (1-15)Policy No: 6043664103 Page 15 of 15 Endorsement No:6 Nat’l Fire Ins Co of Hartford Effective Date:10/20/2020 Insured Name: GRANICUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Attachment Code: D524693 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 CNA Business Auto Policy Policy Endorsement EXTENDED COVERAGE - BA PLUS - FOR HIRED AND NON-OWNED AUTOS It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM 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 to such provision do not apply. TABLE OF CONTENTS I. AMENDMENTS TO LIABILITY COVERAGE A. Who Is An Insured 1. Majority Owned Corporations 2. Newly Acquired Organizations 3. Additional Insureds Required By Written Contracts 4. Employee-Hired Autos B. Increased Loss of Earnings Allowance C. Fellow Employee Coverage II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense B. Broadened Electronic Equipment Coverage III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss B. Knowledge of Documents C. Waiver of Subrogation D. Unintentional Failure To Disclose Hazards E. Primary and Non-Contributory When Required By Contract IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury I. AMENDMENTS TO LIABILITY COVERAGE A. Amendments to Who Is An Insured Under SECTION II - COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Who Is An Insured is amended to add the following: 1. Majority Owned Corporations Any incorporated entity in which you own a majority of the voting stock on the inception date of this Coverage Form is an insured, but only if such entity is not an insured under any other liability "policy" that provides auto coverage. 2. Newly Acquired Organizations Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 12; Page: 1 of 4 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2020 Policy Page: 45 of 69 Attachment Code: D528047 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 CNA Business Auto Policy Policy Endorsement Any organization you newly acquire or form during the policy period, other than a limited liability company, partnership or joint venture, and in which you maintain majority ownership interest is an insured, but only if such organization is not an insured under any other liability "policy" that provides auto coverage. The insurance afforded by this provision: a. Is effective on the date of acquisition or formation of the organization, and applies until: (1) The end of the policy period of this Coverage Form; or (2) The next anniversary of this Coverage Form's inception date, whichever is earlier; and b. Does not apply to bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization. 3. Additional Insureds Required By Written Contract Any person or organization that you are required by written contract to make an additional insured under this insurance is an insured, but only with respect to that person or organization's legal liability for acts or omissions of a person who qualifies as an insured for Liability Coverage under SECTION II - WHO IS AN INSURED of this Coverage Form. 4. Employee-Hired Autos Any employee of yours is an insured while operating with your permission an auto hired or rented under a contract in that employee's name, while performing duties related to the conduct of your business. With respect to provisions A.1. and A.2. above, "policy" includes those policies that were in force on the inception date of this Coverage Form, but: i. Which are no longer in force; or ii. Whose limits have been exhausted. B. Increased Loss of Earnings Allowance Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Coverage Extensions is amended under Supplementary Payment subparagraph (4) to delete the $250. a day limit for loss of earnings and replace it with a $500. a day limit. C. Fellow Employee Coverage Under SECTION II — COVERED AUTOS LIABILITY COVERAGE, the paragraph entitled Exclusions is amended to delete the exclusion entitled Fellow Employee. II. AMENDMENTS TO PHYSICAL DAMAGE COVERAGE A. Increased Loss of Use Expense Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Coverage Extensions is amended under Loss of Use Expenses to delete the maximum of $600., and replace it with a maximum of $800. B. Broadened Electronic Equipment Coverage Under SECTION III — PHYSICAL DAMAGE COVERAGE, the paragraph entitled Exclusions is amended to delete paragraphs 5.a through 5.d. in their entirety, and replace them with the following: 5. Exclusions 4.c. and 4.d. above do not apply to loss to any electronic equipment that at the time of loss is: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 12; Page: 2 of 4 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2020 Policy Page: 46 of 69 Attachment Code: D528047 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 CNA Business Auto Policy Policy Endorsement a. Permanently installed in or upon a covered auto, nor to such equipment's antennas or other accessories used with such equipment. A $100 deductible applies to this provision, and supersedes any otherwise applicable deductible; or b. Designed to be operated solely by use of the power from the auto's electrical system and is: (1) Removable from a housing unit which is permanently installed in or upon the covered auto; (2) An integral part of the same unit housing any electronic equipment described in paragraphs a. or b.(1) above; or (3) Necessary for the normal operation of the covered auto or the monitoring of the covered auto's operating system. III. AMENDMENTS TO BUSINESS AUTO CONDITIONS A. Knowledge of Accident or Loss Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph a.(4): (4) If your employees know of an accident or loss, this will not mean that you have such knowledge until such accident or loss 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 be your insurance manager. B. Knowledge of Documents Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Duties In the Event of Accident, Claims, Suit, or Loss is amended to add the following subparagraph b.(6): (6) If your employees know of documents concerning a claim or suit, this will not mean that you have such knowledge until such documents are 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 be your insurance manager. C. Waiver of Subrogation Under BUSINESS AUTO CONDITIONS, the Loss Condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. D. Unintentional Failure To Disclose Hazards Under BUSINESS AUTO CONDITIONS, the General Condition entitled Concealment, Misrepresentation or Fraud is amended to add the following: Your failure to disclose all hazards existing on the inception date of this Coverage Form shall not prejudice you with respect to the coverage provided by this insurance, provided such failure or omission is not intentional. E. Primary and Non-Contributory When Required By Contract Under BUSINESS AUTO CONDITIONS, the General Condition entitled Other Insurance is amended to add the following: Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 12; Page: 3 of 4 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2020 Policy Page: 47 of 69 Attachment Code: D528047 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 CNA Business Auto Policy Policy Endorsement Notwithstanding provisions 5.a. through 5.d. above, the coverage provided by this Coverage Form shall be on a primary and non-contributory basis when required to be so by a written contract entered into prior to accident or loss. IV. AMENDMENTS TO DEFINITIONS A. Broadened Bodily Injury 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, mental anguish or mental injury sustained by that person which results as a consequence of the physical injury, sickness or disease. 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. Form No: CNA83700XX (10-2015) Endorsement Effective Date:Endorsement Expiration Date: Endorsement No: 12; Page: 4 of 4 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 ® Copyright CNA All Rights Reserved. Policy No: BUA 6043664084 Policy Effective Date: 10/20/2020 Policy Page: 48 of 69 Attachment Code: D528047 Certificate ID: 15060404 DocuSign Envelope ID: BCC5C916-7B99-4718-B045-7DA1AA780A86 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 1 AGREEMENT FOR WEBSITE DESIGN, MIGRATION, IMPLEMENTATION AND HOSTING SERVICES GRANICUS LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Granicus LLC a Minnesota limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a website content management firm that is experienced in website design implementation. B. Contractor has the necessary experience in providing professional services and advice related to designing a website on the govAccess content management platform and migrating website content from the Civica platform. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for four additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be sixty-nine thousand seven hundred fifteen dollars ($69,715). Support, maintenance and licensing fee will be payable under the Granicus Master Subscription Agreement. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 April 6th 20 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Notwithstanding the foregoing, in no instance shall the Contractor’s liability under this Agreement exceed the fees paid by City for the Contractor’s goods and services in the six (6) months immediately preceding written notice of a claim for damages. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 3 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor’s liability for personal injury, bodily injury, or death arising out of the ownership, use, occupancy or construction or the contractor’s product shall be limited to $1,000,000.00 per claim. Contractor’s liability for cyber security breaches resulting from the contractor’s negligence will be limited at $1,000,000.00 per incident. APART FROM THE AFOREMENTIONED SPECIFIC INSTANCES, IN NO OTHER INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY CUSTOMER FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE TWENTY-FOUR (24) 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 CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5 ABOVE. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be included as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 4 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Doug Kappel Name Dawn Kubat Title IT Applications Manager Title Vice President of Legal Department Information Technology Address 408 Saint Peter St, Ste 600 City of Carlsbad Saint Paul, MN 55102 Address 1635 Faraday Avenue Phone No. 651-314-0147 Carlsbad, CA 92008 Email contracts@granicus.com Phone No. 760-602-2791 DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 5 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination at least ninety (90) days prior to the termination’s effective date. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor at least ninety (90) days prior to the termination’s effective date. Upon notification of termination, Contractor has one (1) month to deliver any documents owned by City and all work in progress to City address contained in this Agreement. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 6 Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. Notwithstanding the foregoing, Contractor may assign its rights under this Agreement in full, without the City’s prior written consent, to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 7 understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Granicus, LLC CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Assistant City Manager (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Dawn Kubat VP of Legal for Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Contractor will assist the City in migrating the content of its existing internet site from an on-premise instance of the Civica Content Management System (CMS) to a Contractor hosted instance of govAccess. The govAccess CMS includes:  Ongoing software updates (quarterly)  Role-based dashboard for easy content updates, approvals + ability to lock down user permissions  Mobile management to analyze mobile traffic and customize display on mobile device  Interior page builder with drag-and-drop page building, 100+ widgets, save and reuse layouts + more  Social media management with ability to schedule + preview posts to multiple social media accounts  Form and survey builder with ready-to-use templates for the most common use cases, conditional logic,  payment processing, and legally binding digital signatures  Flexible search with the ability to define search synonyms, promote page + more  Universal API + a vast number of commonly used apps integrated out-of-the-box govAccess – Website Design and Implementation - Trailblazer Website Design and Implementation - Trailblazer provides a citizen focused website and includes:  Advanced user experience (UX) Consultation, which may include one (1) or more of the following: 1. One (1) site analytics report 2. One (1) heatmap analysis 3. One (1) internal stakeholder survey 4. One (1) community stakeholder survey 5. One (1) remote user testing of top tasks DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 9  Three (3) customer journeys (top tasks or heavily visited webpages) identified for Optimization  Fully customized homepage wireframe  Fully responsive design  Custom mobile homepage or standard mobile responsive homepage  Video background or standard rotating image carousel (switchable at any time)  Three (3) specialty alternate homepages - Choose from Granicus' library including emergencies, election night, special events  Three (3) customer experience features - Choose from Granicus' library including service finder, geo finder, or data visualization banner  Programming/CMS implementation  Migrate up to 200 webpages  Ten (10) forms converted into the new CMS  Three (3) days of on-site consultation / training to be applied towards additional project management or training (two (2) of three (3) days must be consecutive) Content Migration - Up to 500 Pages of Migration Total Includes the migration of up to 500 additional pages of content Departmental Website Usability Workshops The Departmental Website Usability Workshop will help align goals for each department in preparation for either a new website implementation or review progress to date with an existing website. The scope of this service includes the following deliverables.  Provide an in-person meeting with each department (2-3 departments per day) selected by the client to: o Document department’s website goals to track against o Identify department’s top website pain points before proposing solutions o Prep for content migration by reviewing department’s key pages and their sitemap DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 10 o Audit department’s web- and paper-based forms to develop action plan for increasing online transactions o Develop 3rd party integration options for roadmap and budget requirements (This does not include implementation of integration/programming) Active Directory Integration Includes integrating Active Directory (AD) with the govAccess CMS. This will let AD accounts login to the govAccess CMS backend and/or govAccess CMS Extranet. Client commitments required: AD currently in use server to install the govAccess AD web service from client provided sub-domain and SSL certificate. govAccess - Maintenance, Hosting, & Licensing - Core The govAccess Maintenance, Hosting and Licensing plan is designed to equip the client with the technology, expertise and training to keep the client's website relevant and effective over time. Support, maintenance and licensing will be provided under the Granicus Master Subscription Agreement dated _12/1/17_________. Services include the following: • Ongoing software updates • 24/7support with unlimited technical support (6:00 AM - 6:00 PM PT, Monday - Friday) • Access to training webinars and on-demand video library • Access to best practice webinars and resources • Annual health check with research-based recommendations for website optimization • DDoS mitigation • Disaster recovery with 90-minute failover (RTO) and 15-minute data replication (RPO) Service Level Agreement/Availability Availability is defined as the ability of users to access govAccess via the internet. Contractor represents an up-time guarantee of 99.5% per calendar quarter for its hosted services. Notifications for Granicus Solutions of any system-wide outages will occur within one hour from the time the issues are first recognized by Granicus. DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 11 Downtime is defined as any time that the govAccess service is unavailable. A Site Outage is defined as continuous Downtime, as determined through URL monitoring (HTTP). Downtime reporting is limited to a Site Outage. Site Outage monitoring is conducted by Contractor utilizing industry-standard monitoring tools. Reports of Site Outages will be provided on an as-requested basis up to once per calendar quarter. A Site Outage does not include Downtime that falls into one or several of the exclusions below:  Scheduled or routine maintenance  Caused by force majeure (which shall include any circumstances beyond Contractor’s reasonable control, including but not limited to, acts of God, labor strikes and other labor disturbances, power surges or failures)  The first four (4) Site Outages in any given quarter that are corrected within fifteen (15) minutes of their start  The first five (5) minutes of any Site Outage is a grace period and will not be considered Downtime under any circumstances o Example: a Site Outage of fourteen (14) minutes in duration that is one of the first four (4) such outages in a given quarter would not result in any Downtime, while a Site Outage of sixteen (16) minutes would result in eleven (11) minutes of Downtime. After four (4) Site Outages of between five (5) and fifteen (15) minutes in a quarter, all Site Outage time over five (5) minutes for any one instance will count as Downtime. Any credit provided under this service level agreement will be referred to as an Outage Credit. The Outage Credit shall be applied as additional subscription days for the City affected govAccess Solution and will be added to the end of the then-current period of performance and shall be provided upon the City’s request. Outage Credit is limited to a Site Outage. Per calendar quarter, Contractor will provide Outage Credit as follows: Site Outage per Quarter Amount of Credit Outage 99.5% No Outage Credit 99.4% 1 day credit 98% 2 days credit 97% or less 7 days credit Support DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 12 Contractor will provide complete help desk support for administrators and customers of govAccess. Regular support will be available during regular business hours, Monday-Friday, 8:00 a.m. – 10:00 p.m. ET via email or toll-free telephone. Emergency support is available 24/7/ 365. Support requests will be submitted via:  Portal: support.granicus.com  Email: support@granicus.com  Phone: 1-800-314-0147 Support Level Agreements Response to support and service requests will be based on four (4) Severity Levels: Level Description Example Response Time 1 Emergency. Incident represents a total outage; the product is unavailable or not accessible for use govAccess website is unreachable by public users Within one (1) hour of notification by the customer of occurrence 2 Severely Impaired. Incident occurs when a major feature of the product is not working and there is no workaround available, or the workaround is not acceptable and impacts the primary usability of the product govAccess error, where there is no means of circumvention, that renders an essential component of the content management tool non-functioning that did not occur at the time of the website launch and usually requires debugging of programming code Within four (4) hours of notification by the customer of occurrence 3 Impaired. Incident occurs when a primary feature of the product is not working as expected and an acceptable workaround is available – does not impact the basic usability of the product. govAccess website works but there are problems with presentation Within one (1) business day of notification by the customer of occurrence 4 Low Impact. Incident that has a limited business impact and requests can be scheduled. Programmatic change to back-end or frontend to improve efficiency Within three (3) business days of notification of customer of occurrence Vulnerability Service Level Agreements (VSLA) In the event that the Contractor becomes aware of a vulnerability that affects any component of the govAccess platform, the following VSLA’s apply: Threat Initial Notification to City Remediation Plan Critical/High Within 2 hours Within 1 Business Day Medium Within 1 business day Within 1 Business Week Low As soon as practical As soon as practical DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6 Tracking #: 2020-PSA/IT01 City Attorney Approved Version 6/12/18 13 One-Time Fees Solution Quantity Fee govAccess – Website Design and Implementation - Trailblazer 1 $39,182.00 Content Migration - Up to 500 additional pages of Migration 1 $4,000.00 Active Directory Integration 1 $4,000.00 govAccess - Web Design and Implementation - Independent Sub 1 $9,718.00 Departmental Website Usability Workshop 2 $6,000.00 TOTAL ONE-TIME FEES $62,900.00 Annual Fees for New Subscriptions Solution Quantity Fee govAccess – Maintenance, Hosting, & Licensing Fee – Core 1 $6,815.00 govAccess – Maint/Hosting/License Fee – Independent Sub 1 $0.00 Total Annual Fees for Year 1: $6,815.00 Ongoing Subscription Fees Solution Year 2 Year 3 Year 4 Year 5 govAccess – Maintenance, Hosting, & Licensing Fee – Core $14,600.00 $15,330.00 $16,096.50 $16,901.33 govAccess – Maint/Hosting/License Fee – Independent Sub $2,520 $2,646.00 $2,778.00 $2,917.22 TOTAL $17,120.00 $17,976.00 $18,874.00 $19,818.55 Payment Schedule Milestone Percentage Amount Project Kick Off 20% of One-Time Fees $12,580 Design Approval 20% of One-Time Fees $12,580 Implementation and delivery of internet site on a Granicus-hosted development server 20% of One-Time Fees $12,580 Completion of Training 20% of One-Time Fees $12,580 Go-Live 20% of One-Time fees $12,500 DocuSign Envelope ID: 8DD0891F-9B8D-490D-A5A2-03F90B15F5D6