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AGMT - Granicus LLC formerly Prime Government Solutions LLC (Agenda Management)
%7 GRAN IC1JS ® ROCK SOLID ((0)) SWAGIT nov,pcNnf GGRANICUS--portof GaRANICUS December 6, 2022 Dear Customer, PRIME�G0V nowpartofoRANICUs granicus.com CITY 9SOURCED now part of G ORANICUS On October 121h, 2022 Granicus, the leading provider of cloud -based government transparency, legislative management, and digital marketing solutions for government agencies across North America and the United Kingdom, completed the acquisition of Rock Solid. Granicus and Rock Solid share a long commitment of developing and growing digital modernization capabilities that streamline government operations, enhance transparency, and drive a more accessible legislative process that leads to engaged communities and increased trust. Your current partner will continue to hold your contract and provide the high level of service you have come to expect, however, we are excited to extend the payment and billing services provided by Granicus' billing department to Rock Solid customers. In addition, we would like to take the opportunity to provide updated certificates of insurance and vendor tax forms as may be required to update Rock Solid in your vendor records. To that end, please update your records to reflect the new payment information below along with a Granicus W-9 and COI on Daaes 2 and 3. Payments via check can be directed to: I Payments via ACH can be directed to: Granicus Dept CH — Box 19634 Palatine, IL 60055 - 9634 Routing #: 022000020 Account #: 269099115 If you have any questions regarding payments, tax exemption certificates or billing, please contact ar@granicus.com. For contract, certificates of insurance and vendor registration questions, please submit your inquiry to contracts@aranicus.com. We welcome you to the Granicus family! Please do not hesitate to contact your account manager if you have any questions or concerns. Sincerely, Raj Amin CFO, Granicus A`R o CERTIFICATE OF LIABILITY INSURANCE 10/20/2023 DATE(MM/DD/YYYY) 1 2/16/2023 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(les) 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). PRODUCER Lockton Insurance Brokers, LLC CA License #01715767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 (415) 568-4000 GUNACT PHONE FAX No EM ' AIC No E MAIC ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A: Columbia Casual Company 31127 INSURED Granicus, LLC 1469539 1999 Broadway Denver CO 80202 INSURER B: The Continental Insurance Company 35289 INSURER c: National Fire Insurance Co of Hanford 20478 INSURER D: Valley Forge Insurance Company 20508 INSURER E: American Casualty Company of Reading, PA 20427 INSURER F: t.UVERAGES GRA11V01 CEKIIFICATE NUMBER: 1 QAdhF7Q aFvlstnm nlnnet2Go• vvwvvv THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE .BEEN ISSUED TO THE INSURED. NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR I TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER -POLICYEFF MMIDD POLICY EXP MM/DD LIMITS C X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR I' N 6043664103 10/20/2022 10/20/2023 EACH OCCURRENCE s 1 000 000 DAMAGE TORENTED PREMISES (Ea occurrence s _1,000,000 MED EXP (Any one person) s 15,000 1 PERSONAL & ADV INJURY s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JECOT- LOC GENERAL AGGREGATE $ Z '000,000 PRODUCT S-COMP/OPAGG s 2,000,000 $ OTHER: D AUTOMOBILE LIABILITY N N 6043664084 10/20/2022 10/20/2023 Ee aBINEDtSINGLE LIMIT $ 1,000,000 ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per person) S XXXXXXX (Per accident) $ BODILY INJURY P XXXXXXX X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per. accident $XXXXXXX $ XXXXXXX X Com $100 D fX Coll $1,000 Ded B X UMBRELLA LIAB},' OCCUR N N 6043664098 10/20/2022 10/20/2023 EACH OCCURRENCE S 15 000 000 EXCESS LIAB CLAIMS -MADE AGGREGATE s 15,000,000 DED RETENTION $ $ X=XXX'X B E WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN OFFICER/MEMBER EXCLUDED? N N / A N 6043664067 6043664070 1,0/20/2022 10/20/2022 10/20/2023 10/20/2023 OTH- X STATUTE ER E.L. EACH ACCIDENT S 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - POLICY LIMIT I s 1,000,000 DESCRIPTION OF OPERATIONS below A B Professional Liab/Tech E&O/ Cyber Liab Forgn Vol N N F16817867 001, WP 62 311 8583 12/15/2022 10/20/2022 12/15/2023 10/20/2023 $5M $1M Ea ace./ $1M dis. ea. emp/ $1M dis. pol. DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) Rock Solid Technology, Inc., RST Midco, Inc., CitySourced, Inc., Swagit Productions, LLC., Prime Government Solutions, Inc., Rock Solid Technology, Inc., Rock Solid Technologies, Inc. (Puerto Rico), is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. CERTIFICATE HOLDER CANCELLATION See Attachments ©1988-2015 ACORD CORPORATIbaM. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 19346679 Evidence of Coverage THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPIaNqt3 1 wcta� ©1988-2015 ACORD CORPORATIbaM. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D568356 Master ID: 1469539, Certificate ID: 19346679 IMN(AARN�q ��1e_1_L�'� 1 ■ 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 19346679. • Email: PacificeDeliverv(alocicton.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 #OF 15767 777 S- Figueroa Street, 52nd F1 / Los Angeles, CA 90017-5524 213-689-0065 / FAX: 213-689-0550 lockton.com Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls w)th respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability —Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket G -00000-A Page 1 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the 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 -00000-A Page 2 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A f (Ed. ) F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named'Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. G -00000-A Page 3 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 w J. Vendor G -00000-A (Ed. ) Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization /Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor G -00000-A Page 4 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) 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 I.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or G -00000-A Page 5 of 13 (Ed. ) r Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) 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 I LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. G -00000-A Page 6 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 8. IN REM ACTIONS G -00000-A (Ed. ) A quasi in rem action against any vessel' owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. ill. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: G -00000-A Page 7 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; 1. 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; 1 iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the } Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. G -00000-A Page 8 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as, a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: G -00000-A Page 9 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The ,Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and 'replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: @@@@@@@@@@@@@,@ ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to cant' persons or property for a charge. G -00000-A Page 10 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or ` (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional, insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or G -00000-A Page 11 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 G -00000-A (Ed. ) (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. G -00000-A Page 12 of 13 (Ed. ) Attachment Code: D524693 Certificate ID: 19346679 Policy Number: 6043664103 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES G -00000-A (Ed. ) Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of. 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G -00000-A Page 13 of 13 (Ed. ) GRAN ICUS ® ROCK SOLID 00)) SWAGIT .—P-1.fG.ORANICUS no..p.'t of GORANICUS December 6, 2022 Dear Customer,. ��P P I M E G 0V now pari ofORANICLS' granicus.com CITY ,. FI � SOURCED now part of G ORANICUS On October 12th, 2022 Granicus, the leading provider of cloud -based government transparency, legislative management, and digital marketing solutions for government agencies across North America and the United Kingdom, completed the acquisition of Rock Solid. Granicus and Rock Solid share a long commitment of developing and growing digital modernization capabilities that streamline government operations, enhance transparency, and drive a more accessible legislative process that leads to engaged communities and increased trust. Your current partner will continue to hold your contract and provide the high level of service you have come to expect, however, we are excited to extend the payment and billing services provided by Granicus' billing department to Rock Solid customers. In addition, we would like to take the opportunity to provide updated certificates of insurance and vendor tax forms as may be required to update Rock Solid in your vendor records. To that end, please update your records to reflect the new payment information below along with a Granicus W-9 and COI on r)aaes 2 and 3. Payments via check can be directed to: I Payments via ACH can be directed to: Granicus Dept CH — Box 19634 Palatine, IL 60055 - 9634 Routing #: 022000020 Account #: 269099115 If you have any questions regarding payments, tax exemption certificates or billing, please contact ar@aranicus.com. For contract, certificates of insurance and vendor registration questions, please submit your inquiry to contracts@granicus.com. We welcome you to the Granicus family! Please do not hesitate to contact your account manager if you have any questions or concerns. Sincerely, Raj Amin CFO, Granicus G GRAN I CU S ® ROCK SOLID ((D)) SWAGIT now pan of GaAANICUS now panof GGRANICUS December 6, 2022 Dear Customer, PRIME-,-G0V now pari of ORANICUS granicus.com CITY 9 SOURCED now pore of ORANICLS On October 12th, 2022 Granicus, the leading provider of cloud -based government transparency, legislative management, and digital marketing solutions for government agencies across North America and the United Kingdom, completed the acquisition of Rock Solid. Granicus and Rock Solid share a long commitment of developing and growing digital modernization capabilities that streamline government operations, enhance transparency, and drive a more accessible legislative process that leads to engaged communities and increased trust. During this acquisition the naming of Rock Solid products have been updated to reflect the Granicus family of products. Please find below a list of prior product names and new Granicus product names that you can use to easily use to recognize the items shown on your new Granicus invoice. We welcome you to the Granicus family! Please do not hesitate to contact your account manager if you have any questions or concerns. Sincerely, _ Raj Amin CFO, Granicus Prior Product Name New Granicus Product Name LIVE -100 24/7 Live Stream includes support) AG -101 3rd Party Agenda Integration Development E -ADD Additional 25 Meetings for Captioning ADD -25 Additional 25 Meetings/Events for EASETM Remote Indexing Annual Service AE -ADD Additional 25 remotely switched meetings OM -ADD -CM -APP Additional Unique Committee Manager Application OM -ADD -FORM Additional Unique Form OM -ADD -FLOW Additional Unique Workflow E-207 Advanced Caption Encoder/Decoder OM -AGENDA -AUTO -T1 Agenda Automation - Tier 1 OM -AGENDA -AUTO -T2 Agenda Automation - Tier 2 OM -AGENDA -AUTO -T3 A enda Automation - Tier 3 OM-AJA-ENCODER AJA HELO Encoder CAP -105 Annual 24x7 Support for 3rd Party enCaption 4 Hardware SW -ADD -3RD -LICENSE Annual Additional License Fee for 3rd Part Annual Hosting Annual Hosting S-100 Annual Support S-107 Annual Support for Advanced Caption Encoder/Decoder PLAY -365 Annual Support for All -In -One Channel Management Solution S-301 Annual Support for AT&T U -verse Specific Encoder S-201 Annual Support for Aviorrm ONE Broadcast Camera S stem S-205 Annual Support for AviorTm PRO Remote Broadcast System - Custom S-204 Annual Support for AviorIm PRO Remote Broadcast System - Five Camera Setup S-203 Annual Support for Avior:rm PRO Remote Broadcast System - Four Camera Setup S-202 Annual Support for Aviorrm PRO Remote Broadcast System - Three Camera Setup S-105 Annual Support for CaptionPrime Streaming Appliance S-104 Annual Support for EASETM 2D Streaming Appliance S-103 Annual Support for EASETM H Streaming Appliance S-102 Annual Support for EASETM T Plus Streaming Appliance S-101 Annual Support for EASETM T Streaming Appliance S-108 Annual Support for Standard Caption Encoder/Decoder for IP -based handoff to ca tioners OM -ADD -3RD -LICENSE -12M Annual Third Party License UV -100 AT&T U -verse Setup & Activation Fee U-101 AT&T U -verse Specific Encoder AO -100 Audio Only Programming AVIOR-103 AVIOR Control Software License AE -100 Avio(rm 100 AE -15 Avior:rm 15 AE -25 AviorTm 25 AE -50 AviorTm 50 AE -75 Aviorrm 75 AE -C Aviorrm Custom AVIOR-102 AVIORTM Custom Pre -Assembly & Install A-101 AviorTm ONE Broadcast Camera System A-105 Aviorrm PRO Remote Broadcast System - Custom A-104 AviorTm PRO Remote Broadcast System - Five Camera Setup A-103 Avio(rm PRO Remote Broadcast System - Four Camera Setup A-102 Aviorrm PRO Remote Broadcast System - Three Camera Setup A-105 Aviorrm PRO Remote Broadcast System - Custom SE -102 Avior:rm Setup and Deployment AVIOR-101 AVIORTM Standard Pre -Assembly& Install SE -105 Caption Encoder/Decoder Setup and Deployment OVR-103 Captioning Overages CPS -100 Captioninq Software Only CAP -100 Ca tionLive Basic Automated CAP -103 Ca tionLive ESP CAP -102 Ca tionLive Premium CAP -106 Ca tionLive Premium ESP CAP -101 Ca tionLive Standard Automation with PM CAP -101b Ca tionLive Standard Automation with PM - Setup CAP -104 Ca tionPM E-205 Ca tionPrime Streaming Appliance SI -100 Client Controlled Indexing Software - 100 SI -101 Client Controlled Indexing Software - Unlimited TRN-102 Client Controlled Indexing Training OM -CLOSED -CAPTION -10 Closed Captioning Service - 10 Hours OM -CLOSED -CAPTION -125 Closed Captioning Service - 125 Hours OM -CLOSED -CAPTION -20 Closed Captioning Service - 20 Hours OM -CLOSED -CAPTION -250 Closed Captioning Service - 250 Hours OM -CLOSED -CAPTION -30 Closed Captioning Service - 30 Hours OM -CLOSED -CAPTION -5 Closed Captioning Service - 5 Hours OM -CLOSED -CAPTION -60 Closed Captioning Service - 60 Hours OM-COM-MNGMT-T1 Committee Management - Tier 1 OM-COM-MNGMT-T2 Committee Management - Tier 2 OM-COM-MNGMT-T3 Committee Management - Tier 3 SE -104 Community / ISD / PEG A - Yearly License Fee SE -103 Community / ISD / PEG Portal or App Set up PO -100 lCommunify / ISD / PEG Portal with Live Feed OM -COM -ENGAGE -T1 Community Engagement - Tier 1 OM -COM -ENGAGE -T2 Community Engagement - Tier 2 OM -COM -ENGAGE -T3 Community Engagement - Tier 3 INT -100 Content Integration / Migration - 1 Year of Content CM -100 Content Migration - 1 Year of Content PSA -102 Custom PEG PSAs (up to 50 per ear OVR-104 Custom Programming, Development or Design Implementation Services.(Hourly Rate E-100 EAS ETM 100 E-15 EAS ETM 15 E-25 EASETM 25 E-204 EASETM 2D Streaming Appliance E-50 EASETM 50 E-75 EASETM 75 E -C EASETM Custom E-203 EASETM H Streaming Appliance SE -101 EASETM or Ca tionPrime Setup and Deployment E-202 EASErM T Plus Streaming Appliance E-201 EASETM T Streaming Appliance OM -EEG -ENCODER EEG HD492 Caption Encoder ELEC-100 Election- Cameras Setup 1 Camera, drop -ceiling ELEC-102 Election- Cameras System 4 Cameras, drop -ceiling) ELEC-103 Election- Cameras System Hard Deck Wall/Ceiling) E-206 enCa tion 4 Encoding Appliance E -206b enCa tion 4 Encoding Appliance - Setup W-100 Extended Warranty Plan W-207 Extended Warranty Plan for Advanced Caption Encoder/Decoder W-205 Extended Warranty Plan for CaptionPrime Streaming Appliance W-204 Extended Warranty Plan for EASETM 2D Streaming Appliance W-203 Extended Warranty Plan for EASETM H Streaming Appliance W-202 Extended Warranty Plan for EASETM T Plus Streaming Appliance W-201 Extended Warranty Plan for EASETM T Streaming Appliance W-208 Extended Warranty Plan for Standard Caption Encoder/Decoder for• IP -based handoff to ca tioners G-102 GoMobile Premium G -102b GoMobile Premium - Set up G -102c GoMobile Premium - Warrant G-101 GoMobile Standard ,G -101b GoMobile Standard - Setup G-101 c GoMobile Standard - Warrant OVR-101 Indexed Meeting/Event TRN-101 Initial Remote Setup, Configuration and Training AGN -100 Integrating 3rd Party Agenda Management Solutions SREF-R Internal Stream Reflector rack based SREF-Rb Internal Stream Reflector rack based - Setup SREF-T Internal Stream Reflector tower based SREF-Tb Internal Stream Reflector tower based - Setup OM -ISP Item Search Portal OM-LASERFISCH-INT-T1 Laserfiche Integration - Tier 1 OM-LASERFISCH-INT-T2 Laserfiche Integration - Tier 2 OM-LASERFISCH-INT-T Laserfiche Integration - Tier 3 PG -AMS -FORMS Legacy SKU for Agenda and Minutes Workflow Forms PG -AGENDA -AUTO Legacy SKU for Agenda Automation PG -AGENDA -LOAD Leqacy SKU for Agenda Loading PG-AJA-ENCODER Legacy SKU for AJA HELO Encoder PG -ADD -3RD -LICENSE -12M Legacy SKU for Annual Third Party License PG -BOARDS -COMM Legacy SKU for Boards and Commissions PG -CLOSED -CAPTION -10 Legacy SKU for Closed Captioning Service - 10 Hours PG -CLOSED -CAPTION -125 Legacy SKU for Closed Captioning Service - 125 Hours PG -CLOSED -CAPTION -20 Legacy SKU for Closed Captioning Service - 20 Hours PG -CLOSED -CAPTION -250 Legacy SKU for Closed Captioning Service - 250 Hours PG -CLOSED -CAPTION -30 Legacy SKU for Closed Captioning Service - 30 Hours PG -CLOSED -CAPTION -5 Legacy SKU for Closed Captioning Service - 5 Hours PG -CLOSED -CAPTION -60 Legacy SKU for Closed Captioning Service - 60 Hours PG-COM-MNGMT Legacy SKU for Committee Management PG-MNGMT-MIGRATION Legacy SKU for Committee Management Data Migration PG -COM -ENGAGE Legacy SKU for Community Engagement PG -DATA -MIGRATION Legacy SKU for Data Migration Services PG -EEG -ENCODER Legacy SKU for EEG HD492 Caption Encoder PG -E -VOTING Legacy SKU for,Electronic Voting PG -HIST -MIGRATION SKU for Historical Meeting Data Migration _Legacy PG -ISP Legacy SKU for Item Search Portal PG-LASERFISCH-INT Legacy SKU for Laserfiche Integration PG-MEET-MNGMT Legacy SKU for Meeting Management PG-MTG-SPPT Legacy SKU for Meeting Support PG -MEMBER -VOTING Legacy SKU for Member Voting PG -BUNDLE -AMS Legacy SKU for PrimeGov Agenda Suite PG -BUNDLE -MMS Legacy SKU for PrimeGov Meeting Management Suite PG-VIRTUAL-MTG Legacy SKU for PrimeGov Virtual Meeting PG -BUNDLE -VMS Legacy SKU for PrimeGov Virtual Meeting Suite PG -PRO -SERVICES Legacy SKU for Professional Services PG -VIDEO -STREAM Legacy SKU for Video Streaming PG -ZOOM -INT Legacy SKU for Zoom Streaming Integration OM-MEET-MNGMT-T1 Meeting Management - Tier 1 OM-MEET-MNGMT-T2 Meeting Management - Tier 2 OM-MEET-MNGMT-T3 Meeting Management - Tier 3 OM -MEMBER -VOTING -T1 Member Voting - Tier 1 OM -MEMBER -VOTING -T2 Member Voting - Tier 2 OM -MEMBER -VOTING -T3 Member Voting - Tier 3 HM -100 Miscellaneous Hardware Replacement HO -100 Non -Indexed Video Hosting Only OSP-102 Off -Site Production - Five 5 Events OSP-101 Off -Site Production - Single Event OM -AA -SERVICES OneMeeting Agenda Automation - Setup and Configuration OM -LF -SERVICES OneMeeting Agenda Automation -Trainin OM -CAPTION -OVERAGE OneMeeting Captioning Overages OM-MNGMT-MIGRATION OneMeeting Committee Management Data Migration OM -CM -SERVICES OneMeeting Committee Manager - Setup and Configuration OM -LF -SERVICES OneMeeting Committee Manager - Training OM -CAPTION -OVERAGE OneMeeting Custom Consulting OM -DATA -MIGRATION OneMeeting Data Migration Services OM -LF -SERVICES OneMeeting Laserfiche Integration - Setup and Configuration OM -MM -SERVICES OneMeeting Meeting Manager - Setup and Confi uration OM -LF -SERVICES OneMeefing Meeting Manager - Training OM -LF -SERVICES OneMeeting System Administration Trainin OM-TESTENV-12M OneMeeting Test Environment Annual Support & Maintenance OM-TESTENV-1 M OneMeeting Test Environment Monthly Support & Maintenance OM -TI -UPGRADE -T2 OneMeeting Upgrade from Tier 1 to Tier 2 OM-TI-UPGRADE-T2b OneMeeting Upgrade from Tier 1 to Tier 2 - Services to add up to the following: 2 Meeting Types, 2 Max Voting Members, 2 Forms, 2 Workflows, 1 Post Meeting Workflow, and one Committee Application OM -TI -UPGRADE -T3 OneMeef ing Upgrade from Tier 1 to Tier 3 OM-TI-UPGRADE-T3b OneMeeting Upgrade from Tier 1 to Tier 3 - Services to add up to the following: 4 Meeting Types, 5 Max Voting Members, 6 Forms, 6 Workflows, 3 Post Meeting Workflow, and 2 Committee Applications OM -T2 -UPGRADE -T3 OneMeeting Upgrade from Tier 2 to Tier 3 OM -T2 -U P GRAD E-T3b ne ee ing Upgrade from I ier 2 to I ier 3 - services to add up to the following: 2 Meeting Types, 5 Max Voting Members, 4 Forms, 4 Workflows, 2 Post Meeting Workflows, and one Committee Application OSV-101 Onsite Install or Site Survey OM-OPENAPI-12M Open AN Infrastructure - Annual Subscription OM-OPENAPI-SETUP Open API Infrastructure - Setup and Configuration W-301 Optional Extended Warranty for AT&T U -verse Specific Encoder W-102 Optional Extended Warranty for AVIORTM Camera Control Appliance(s) W-101 Optional Extended Warranty for CaptionPrime Encoder Appliance(s) PSA -101 PEG PSAs - Access Only P-101 Pla back365 Pla out Device P-101 b Pla back365 Pla out Device - Setup P-103 Pla back365 Pla out Device Premium C P-102 Pla back365 Pla out Device Premium T OS -100 Post Client Deployment Onsite Support Request OVR-102 Remote Switching of Meetin /Event SME -100 Social Media eXstream SME -100b Social Media eXstream - Setup SME -101 Social Media eXstream Plus SME -101b Social Media eXstream Plus - Set up SS -100 Sound SearchTM E-208 Standard Caption Encoder/Decoder for IP -based handoff to ca tioners STX-100 StreamText Addition to Ca tionLive Packages ELEC-107 Swagit Cloud Camera Streaming Subscription (per room ELEC-105 Swagit Cloud Camera Subscription 22 Month Cloud Recording Monthly ELEC-101 Swagit Cloud Video Bridge ELEC-104 Swagit Election Suite Basic ELEC-106(per Swagit Election Suite Licensing Software & Support room HDH-100 Upgrades Swa it's HD default 720p to 1080 OM -VIDEO -STREAM -T1 Video Streaming - Tier 1 OM -VIDEO -STREAM -T2 Video Streaming - Tier 2 OM -VIDEO -STREAM -T3 Video Streaming - Tier 3 V-103 Votelynx Software Based Electronic Voting System w/GUS Stations - Premum 10 Voting Stations w/mics V-102 Votelynx Software Based Electronic Voting System w/GUS Stations - Standard 7 Voting Stations w/mics SOFTWARE LICENSE, HOSTING, MAINTENANCE AND PROFESSIONAL SERVICES AGREEMENT This SOFTWARE LICENSE, HOSTING, MAINTENANCE AND PROFESSIONAL SERVICES AGREEMENT ("Agreement"), effective May 9, 2017 ("Effective Date") is made by and between Prime Government Solutions, LLC, a Utah limited liability company ("Licensor"), and City of Seal Beach, a Municipal Corporation ("Licensee"). Licensor and Licensee are collectively referred to herein as the "Parties" and individually as a "Party"). RECITALS WHEREAS, Licensor is the owner and supplier of a proprietary software product called PrimeGov, together with its attendant materials, and any and all Updates as defined herein ("Product" or "Products"), all as more specifically described in Schedule A attached to this Agreement and made a part hereof; WHEREAS, Licensor has the right to grant a license for the use of the whole and/or any part or subject of the components of the Products to Licensee; WHEREAS, Licensee has determined that the Products would be useful for its purposes and desires to obtain a license to use the Product; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in consideration of the above premises and the mutual promises contained in this Agreement, the Parties agrees as follows: 1. GRANT OF LICENSE. Licensor hereby agrees to grant and Licensee agrees to accept a perpetual, nonexclusive, paid-up license to use the Products described in Schedule A hereto ("License"). Licensee acknowledges that its rights hereunder are those of a licensed user only and that the software shall at all times remain the property of the Licensor. 2. SCOPE OF LICENSE. 2.1 The License hereby granted to Licensee is an enterprise license and thereby extends to include all Affiliates of Licensee. 2.2 Licensee shall have the right to: (i) use the Products at any or all of their respective locations, now or prospectively capable of using the Products; (ii) use the Products on any of their respective owned or leased operating systems; and (iii) make copies for quality assurance, archival and emergency restart/disaster recovery purposes at no additional fee to Licensee. 2.3 Licensee may utilize the services of third party contractors solely to aid the use of the Products by Licensee. The Products may be installed on such third party contractors' operating systems and/or accessed remotely by third party contractors, wherever located. Any such use by third party contractors shall be governed by the terms of this Agreement and will be particularly subject to the requirements of Section 6 (Proprietary Information). 2.4 Services. Subject to and conditioned on Licensee's and its Authorized Users' compliance with the terms and conditions of this Agreement, during the Term, Licensor shall use commercially reasonable efforts to provide to Licensee and its Authorized Users the services described in the attached Schedule A and this Agreement (collectively, the "Services") in accordance with the terms and conditions hereof, including to host, manage, operate and maintain the Products for remote electronic access and use by Licensee and its Authorized Users ("Hosted Services") 24 hours per day, seven days per week every day of the year, except for: (a) scheduled downtime; Page 1 of 14 (b) Service downtime or degradation due to a Force Majeure Event; (c) any other circumstances beyond Licensor's reasonable control, including Licensee's or any Authorized User's use of Third Party Materials, misuse of the Hosted Services, or use of the Services other than in compliance with the express terms of this Agreement; and (d) any suspension or termination of Licensee's or any Authorized Users' access to or use of the Hosted Services as permitted by this Agreement. 2.5 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (a) Licensor has and will retain sole control over the operation, provision, maintenance and management of the Services and Licensor Materials, including the: (i) Licensor Systems; (ii) location(s) where any of the Services are performed; (iii) selection, deployment, modification and replacement of the Service Software; and (iv) performance of Service maintenance, upgrades, corrections and repairs; and (b) Licensee has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Licensee Systems, and sole responsibility for all access to and use of the Services and Licensor Materials by any Person by or through the Licensee Systems or any other means controlled by Licensee or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Services or Licensor; (ii) results obtained from any use of the Services or Products; and (iii) conclusions, decisions or actions based on such use. 2.6. Changes. Licensor reserves the right, in its sole discretion, to make any changes to the Services and Products that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Licensor's services to its customers, (ii) the competitive strength of or market for Licensor's services or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes as professional services. No requested changes will be effective unless and until memorialized in a written change order signed by both parties. 2.7. Subcontractors. Licensor may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor"). 2.8. Susoension or Termination of Services. Licensor may, directly or indirectly, and by use of a Licensor Disabling Device or any other lawful means, suspend, terminate or otherwise deny Licensee's, any Authorized User's or any other Person's access to or use of all or any part of the Services or Licensor Materials, without incurring any resulting obligation or liability, if: (a) Licensor receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Licensor to do so; or (b) Licensor believes, in its reasonable discretion, that: (i) Licensee or any Authorized User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement contained herein and Licensor has provided advance written notice of such failure or misuse to Licensee and Licensee has failed to cure within a commercially reasonable time; (ii) Licensee or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of Licensor's other rights or remedies, whether at law, in equity or under this Agreement. 2.9 Authorization Limitations and Restrictions. Licensee shall not, and shall not permit any other Person to, access or use the Services or Product except as expressly permitted by this Agreement Page 2 of 14 and, in the case of Third -Party Materials, the applicable third -party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits: (a) copy, modify or create derivative works or improvements of the Services or Products; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Products to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Products, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Products or access or use the Services or Products other than by an Authorized User through the use of his or her own then valid access credentials; (e) input, upload, transmit or otherwise provide to or through the Services or Licensor Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code, of any kind; (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Licensor Systems or Licensor's provision of services to any third party, in whole or in part; (g) remove, delete, alter or obscure any trademarks, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Products, including any copy thereof; (h) access or use the Services or Products in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right, of any kind, or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Licensor customer), or that violates any applicable Law; (i) access or use the Services or Licensor Materials for purposes of competitive analysis of the Services or Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Licensor's detriment or commercial disadvantage; or (j) otherwise access or use the Services or Licensor Materials beyond the scope of the authorization granted under in this Agreement. 2.10 Security. 2.10.1. Licensor Systems and Security Obligations. Licensor will employ security measures in accordance with applicable industry practice ("Privacy and Security Policy"). 2.10.2. Data Breach Procedures. Licensor maintains a data breach plan in accordance with the criteria set forth in Licensor's Privacy and Security Policy and shall implement the procedures required under such data breach plan on the occurrence of a data breach. 2.10.3. Licensee Control and Responsibility. Licensee has and will retain sole responsibility for: (a) all Licensee Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Services; (c) Licensee's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee Page 3 of 14 or through the use of third -party services ("Licensee Systems"); (d) the security and use of Licensee's and its Authorized Users' access credentials; and (e) all access to and use of the Services and Products directly or indirectly by or through the Licensee Systems or its or its Authorized Users' access credentials, with or without Licensee's knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. 2.10.4. Access and Security. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Hosted Services; and (b) control the content and use of Licensee Data, including the uploading or other provision of Licensee Data for processing by the Hosted Services. 3. DELIVERY; INSTALLATION; ACCEPTANCE TESTING; AND SERVICES. 3.1 Delivery. Licensor shall deliver the Products electronically. 3.2 Professional Services. 3.2.1 Retention. Licensee hereby retains Licensor, and Licensor hereby agrees to perform the professional services and duties described on Schedule B attached hereto and/or such other professional services and duties as may be specified in subsequent, sequential Schedule B's (e.g. Schedule B-2, Schedule B-3, etc.) that the Parties may enter into hereunder. In connection with the performance by it of such professional services and duties, Licensor shall employ a standard of care, skill, and diligence consistent with the highest professional standards practiced in the computer professional services industry. 3.2.2 Compensation. Licensee agrees to pay Licensor $200.00/hour for the professional services and duties specified therein at the request of Licensee or such other fee(s) as may be specified in the relevant subsequent, sequential Schedule B. Licensor acknowledges and agrees that, unless otherwise expressly agreed in writing, the Licensee has not guaranteed a minimum or maximum number of hours per week nor agreed to pay any additional fees or compensation for "overtime" (i.e. hours per week in excess of recognized standards). 3.2.3 Expenses. Licensee will reimburse Licensor for all reasonable and necessary travel, lodging and living expenses incurred by Licensor in connection with the duties and professional services to be performed hereunder. 3.2.4 Invoices. Licensor shall invoice Licensee for its professional services fees and expenses in accordance with its business practices and Licensee shall pay such invoice on net 30 terms. 4. LICENSE FEE. 4.1 In consideration of the License, as granted herein, and Licensor's provision of the training and other services required under Schedule A, Licensee agrees to pay the License Fee also specified in said Schedule A upon execution of this Agreement or in regularly monthly payments as directed by the Licensor. 4.2 All transactions under this Agreement will be valued and paid in United States currency. 5. REPRESENTATIONS AND WARRANTIES. 5.1 Licensor's Representations and Warranties. 5.1.1 Licensor represents and warrants: (a) that it is the true and lawful owner of the Products and/or that it has the full right, power and authority to grant Licensee the License which is the subject of this Page 4 of 14 Agreement; and (b) Licensor has and will comply with all applicable laws and regulations in performing its obligations under this Agreement. 5.1.2 Licensor represents and warrants that any maintenance, training, installation, customization or other services performed hereunder shall be performed in a good and workmanlike manner consistent with industry standards. 5.1.3 Licensor represents and warrants that the Products will perform functionally as described in the published Product specifications and documentation furnished with the Products under this Agreement, and with Licensor's marketing literature, if any. 5.1.4 Licensor represents and warrants that (a) any and all prices, fees or rates charged to Licensee or contemplated by this Agreement are not higher than the prices, fees or rates offered to Licensor's other customers; and (b) its fees, prices and rates shall at all times remain highly competitive within the relevant marketplace. To give effect to this warranty in Section 5.4(b), on each anniversary of the Effective Date, at Licensee's option, Licensor and Licensee shall meet to discuss the prices, fees or rates set forth herein. In the event that Licensee presents credible evidence that such prices, fees or rates are not highly competitive in the relevant marketplace, Licensor agrees to negotiate in good faith with Licensee to reduce and/or restructure the pricing, fees and rates hereunder such that the resulting reduced or restructured pricing, fees and rates are comparable to prevailing highly competitive marketplace conditions. 5.1.5 The warranties set forth in this Agreement are in lieu of all other warranties whether written, oral, express, or implied, including any warranty of merchantability or fitness for a particular purpose. 5.2 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 6. PROPRIETARY INFORMATION. 6.1 "Proprietary Information" means (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers (e.g., names and addresses), product plans, and marketing concepts, plans or strategies, (c) matters relating to project initiatives and designs, (d) matters of a human resources nature such as employment policies and practices, personnel, including individual names, addresses, and telephone numbers; compensation and employee benefits, (e) other information of a similar nature not generally disclosed to the public. 6.2 Each Party agrees not to disclose Proprietary Information except to employees, or a third party subject to a similar confidentiality agreement, which have a need to know to perform their responsibilities. Page 5 of 14 Each Party agrees to take at least the same precautions to protect Proprietary Information as such Party would utilize to ensure the protection, confidentiality and security of its own Proprietary information. Each Party, at its own expense, will properly use security procedures that are reasonably sufficient to ensure that all transmissions of documents are authorized and to protect its business records and data from improper access. 6.3 Proprietary Information will not include any information which (a) is or becomes generally known or available through no act or failure to act by the receiving Party; (b) is already known by the receiving Party as evidenced by its written records; (c) is hereafter rightfully furnished to the receiving Party by a third party without restriction on disclosure; (d) is required to be disclosed to the public pursuant to applicable State or local law; or (e) is disclosed in response to a valid order by a court or other governmental body, provided that the receiving Party provides the disclosing Party with prior written notice of such disclosure as soon as reasonably possible in order to permit the disclosing Party to seek confidential treatment of such information. 6.4 Upon the expiration or earlier termination of this Agreement, a Party may, in writing, request either the prompt return or destruction, and a written certification of such destruction, of any Proprietary Information provided to the other Party. Each Party further acknowledges that monetary damages may not alone be a sufficient remedy for unauthorized disclosure of Proprietary Information and that the non - disclosing Party will be entitled to seek all remedies and damages available in law and equity, including but not limited to such injunctive relief as may be deemed proper by a court of competent jurisdiction. INTELLECTUAL PROPERTY RIGHTS. 7.1 Licensor warrants that the Products, Materials, Inventions or Tools furnished by Licensor hereunder will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right of a third party. 7.2 In no event shall Licensee be liable to Licensor for any fees or charges after the date that Licensee no longer uses the Products, Materials, Inventions or Tools because of actual or claimed infringement. 8. INDEMNIFICATION. 8.1 Licensor Indemnification. Except as limited in Section 9.2 below, Licensor assumes full responsibility for and shall defend, indemnify and hold harmless Licensee and its Affiliates, employees, agents, and contractors, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "Licensee Indemnitee"), from and against any and all claims, losses, actions, damages, expenses, and all other liabilities incurred by a Licensee Indemnitee, including, but not limited to, costs and attorney's fees, arising from or resulting from: (i) the death or injury to any person or damage to property caused by Licensor, its employees, agents or contractors; (ii) breach of Licensor's representations and warranties given under this Agreement; (iii) Licensor's performance or failure to perform under this Agreement; (iv) any allegation, claim or action asserting the Products, Materials, Inventions or Tools infringe upon any United States or foreign copyright, patent, trademark, trade secret or any other third party proprietary right; and (v) failure to comply with all laws, rules and regulations. Licensee will give Licensor reasonable notice of any such claim, loss, action, damage, expense or other liability. 8.2 Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its Affiliates, employees, agents, and contractors, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, a "Licensor Indemnitee") from and against any and all claims, losses, actions, damages, expenses, and all other liabilities incurred by a Licensor Indemnitee, including, but not limited to, costs and attorney's fees, arising from or resulting from: (a) Licensee Data, including any Processing of Licensee Data by or on behalf of Licensor in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, Page 6 of 14 software, content or technology) provided by or on behalf of Licensee or any Authorized User, including Licensor's compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User to the extent prepared without any contribution by Licensor; (c) allegation of facts that, if true, would constitute Licensee's breach of any of its representations, warranties, covenants or obligations under this Agreement; or (d) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement. Licensee will give Licensor reasonable notice of any such claim, loss, action, damage, expense or other liability. 9. LIMITATION OF LIABILITY. 9.1 Exclusion of Damages. IN NO EVENT, SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR INJURY OR DAMAGE TO BUSINESS, LOST PROFITS, REVENUES OR GOODWILL OF ANY PARTY HERETO, OR FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, TERMINATION, NEGLIGENCE, OR OTHERWISE, EVEN IF IT SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTING, HOWEVER, ANY DAMAGES OR OTHER COST, EXPENSE OR LIABILITY ARISING FROM AN INDEMNIFICATION OBLIGATION, BREACH OF CONFIDENTIALITY, PERSONAL INJURY, PROPERTY DAMAGE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, 9.2 Cap on Monetary Liability. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LICENSE FEES ACTUALLY PAID BY LICENSEE. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10. MAINTENANCE 10.1 Provision of Maintenance. Thereafter, Licensor will provide Maintenance to Licensee pursuant to the terms and conditions set forth herein. 10.2 Maintenance. Licensor agrees to provide services in support and maintenance of the Products (collectively, "Maintenance") as follows: 10.2.1 Support. Licensor agrees to provide technical, telephone, e-mail, and facsimile support of and for the Products Monday through Friday from the hours of 6:00 a.m. to 6:00 p.m. Mountain Time as in effect in Salt Lake City, Utah (exclusive of Licensor's holidays) from the Effective Date of this Agreement through its cancellation or termination and to exercise commercially reasonable best efforts to respond to any Licensee inquiries within reasonable time thereof. 10.2.2 Updates. Licensor shall supply Licensee with any and all updates, error corrections, modifications, enhancements, releases, packs, patches, interims or new versions made to the Product (herein collectively called "Update" or "Updates") at no additional cost or charge, exclusive of reasonable charges for shipping and handling, if necessary. 10.2.3 Error Fixes; Response Times. Licensor shall fix errors identified in writing by Licensee ("Error Notice"). Licensee will supply all reasonably necessary details in connection an Error Notice, which may include: (a) the operating conditions under which the defect or dysfunction occurs (including the specific hardware/software configuration); (b) a description of what occurs versus what should have occurred; (c) a representative example of inputs for repeating and analyzing the problem; and (d) a rating to indicate the severity of the effect of the problem upon Licensee's operations and the corresponding response time required of Licensor to provide,the appropriate fix, upgrade, or correction: Page 7 of 14 (i) High Priority - means the problem is causing extremely serious difficulty. Licensor will use its best efforts to respond to the Error Notice within one (1) business day and resolve within two (2) business days. (ii) Reasonable Priority - means the problem is causing reasonable difficulty or inconvenience. Licensor will use its best efforts to respond to the Error Notice within one (1) business day and resolve within five (5) business days. (iii) Low Priority - means problems that Licensor may satisfy with documentation changes or fixes in the ordinary course of business, provided Licensor shall diligently commence and pursue a correction. 10.2.4 Maintenance Availability. Licensor shall make Maintenance available to Licensee throughout the useful life of the Products, which shall be for a period not less than one (1) year. After the one (1) year period, if Licensor intends to cancel the provision of Maintenance, Licensor must provide Licensee with sixty (60) days written notice thereof in accordance with Section 17. 10.3 Data Backup. The License and Products do not replace the need for Licensee to maintain regular data backups or redundant data archives. LICENSOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, CORRUPTION OR RECOVERY OF CUSTOMER DATA. it. TRAINING. Licensor shall provide the training services and materials set forth in Schedule A. 12. RESERVED. 13. TERM AND TERMINATION. 13.1 Initial Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement's express provisions, will continue in effect until one (1) year from such date (the "Initial Term"). 13.2 Renewal. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non -renewal at least thirty (30) days prior to the expiration of the then -current term (each, a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). 13.3. Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee fails to pay any amount when due hereunder, and such failure continues more than five (5) days after Licensor's delivery of written notice thereof. (b) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non -breaching party provides the breaching party with written notice of such breach; and (c) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent Page 8 of 14 appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 13.4. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; (b) Licensor shall immediately cease all use of any Licensee Data or Licensee's Proprietary Information and promptly return to Licensee, or at Licensee's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Licensee Data or Licensee's Proprietary Information; (c) Licensee shall immediately cease all use of any Products and (i) promptly return to Licensor, or at Licensor's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Licensor's Proprietary Information; and (ii) permanently erase Licensor's Proprietary Information from all systems Licensee directly or indirectly controls; and (iii) certify to Licensor in a signed and notarized written instrument that it has complied with the requirements of this Section 13.4(c); (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) Licensor may retain Licensee Data in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Licensor may also retain Licensee Data in its backups, archives and disaster recovery systems until such Licensee Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 13.4(d) will remain subject to all confidentiality, security and other applicable requirements of this Agreement; (e) Licensor may disable all Licensee and Authorized User access to the Products; (f) if Licensee terminates this Agreement pursuant to Section 13.3(b), Licensee will be relieved of any obligation to pay any fees attributable to the period after the effective date of such termination; and (g) if Licensor terminates this Agreement pursuant to Section 13.3(a) or Section 13.3(b), all fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such fees, together with all previously - accrued but not yet paid fees and reimbursable expenses, on receipt of Licensor's invoice therefor. 13.5 Surviving Terms. Upon the termination or cancellation of this Agreement, the applicable provisions of the Sections entitled "Proprietary Information," "Indemnification" and "Intellectual Property Rights" shall survive such event. In addition, any other provisions, or parts thereof, of this Agreement which, by their nature, should survive termination or cancellation shall survive. 14. ASSIGNMENT. 14.1 Licensor shall not assign this Agreement without the prior written consent of Licensee, which shall not be unreasonably withheld. Notwithstanding any such consent granted as aforesaid, no such assignment shall be valid or effective until Licensee has received a true, correct and complete copy of the original instrument assigning Licensor's interest in this Agreement and transferring to said assignee all of Licensor's right, title and interest In and to the Products. Any such instrument shall evidence the fact that such assignee has assumed all of Licensor's obligations under this Agreement and be accompanied by such documentation as shall evidence that the assignee has the ability and capability of meeting all of the obligations of Licensor under this Agreement. Page 9 of 14 14.2 Licensee shall have the right to assign or otherwise transfer this Agreement or any License in whole or In part to any Affiliate of Licensee or incident to any sale, transfer, or other disposition by Licensee of all or substantially all of the assets of itself, or any Affiliate having the benefit of the License. 15. DIVESTED ENTITIES. In the event any Affiliate, business unit, operating division or other organization or function within Licensee is divested (a "Divested Affiliate"), this License shall automatically terminate as to the Divested Affiliate. 16. NOTICE. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given if: (i) personally delivered, with signed acceptance thereof by the person designated below or other person authorized to accept service on behalf of a Party hereto; (ii) sent by national overnight courier service; or (iii) by certified mail with a receipt requested, postage prepaid, addressed as set forth herein follows or to such other address as may be furnished for such purpose by notice duly given hereunder: Licensor: 1035 S. Orem Blvd Orem, Utah 84058 Attention: Richard Drew Email: rich.drew@primegov.com Licensee: 211 8" Street Seal Beach, CA 90740 Attention: Robin L. Roberts, City Clerk Email: Rroberts@sealbeachca.gov Any notice given hereunder shall be deemed to have been given when personally delivered, with signed acceptance thereof by the person designated above or other person authorized to accept service on behalf of a Party hereto or the next business day if delivered by depositing the notice marked for next business day delivery with an overnight courier service, or upon actual receipt after deposit with the mail service. Refusal to accept a notice delivered pursuant hereto shall constitute acceptance thereof. 17. MISCELLANEOUS PROVISIONS. (a) Waiver. The failure of any Party to this Agreement at any time or times to require performance of any provision hereof shall in no manner affect such Party's right at a later time to enforce the same. No waiver by any Party of any condition, or of the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise (in any one or more instances) shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or a breach of any other term, covenant, representation or warranty of this Agreement. (b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. (c) Governing Law: Jurisdiction. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of California, without reference to conflict of laws principles. Licensor and Licensee expressly consent and submit to the exclusive jurisdiction of the state and federal district courts located in Salt Lake City, Utah. (d) Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement and shall not affect the interpretation hereof. The Parties further acknowledge that they have thoroughly reviewed this Agreement and bargained over its terms and that for convenience, Licensee has written down the terms of this Agreement. Accordingly, this Agreement shall be construed without regard to the party or parties Page 10 of 14 responsible for its preparation and shall be deemed to have been prepared jointly by the Parties. (e) Severance. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. The Parties agree to renegotiate any term held invalid and to be bound by the mutually agreed substitute provisions. (f) Export Administration. Licensee agrees to comply fully with all relevant laws and regulations of the United States to assure that the Products are not exported in violation of United States export control laws. (g) Entire Agreement. This Agreement, the Schedules and any other amendment or exhibit hereto, if any, are a part hereof, set forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless it is in writing and signed by both Parties. (h) Attorneys' Fees. In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorneys fees, incurred in connection with such action. (i) Definitions. Defined terms used but not defined herein shall have the meanings provided in Schedule C attached hereto. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. LICENSOR: PRIME GOVERNMENT SOLUTIONS, LLC By: Name --David Adams Title: COO LICENSEE: CITY OF SEAL BEACH Name: Robin L. Roberts, MMC Title: City Clerk Approved as to form: Page 11 of 14 responsible for its preparation and shall be deemed to have been prepared jointly by the Parties (e) Severance. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. The Parties agree to renegotiate any term held invalid and to be bound by the mutually agreed substitute provisions. (f) Export Administration. Licensee agrees to comply fully with all relevant laws and regulations of the United States to assure that the Products are not exported in violation of United States export control laws. (g) Entire Agreement. This Agreement, the Schedules and any other amendment or exhibit hereto, if any, are a part hereof, set forth the entire agreement and understanding of the Parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless it is in writing and signed by both Parties. (h) Attorneys' Fees. In the event of any action to enforce rights under this Agreement, the prevailing party shall be entitled its costs and expenses, including reasonable attorneys fees, incurred in connection with such action. (i) Definitions. Defined terms used but not defined herein shall have the meanings provided in Schedule C attached hereto. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date LICENSOR: PRIME GOVERNMENT SOLUTIONS, LLC Name: David Adams Title: COO LICENSEE: CITY OF SEAL BEACH By: Name: Robin L. Roberts, MMC Title: City Clerk Approved s to By: raig . Steele City Attorney Page 11 of 14 SCHEDULE A Licensor Product(s): Committee Manage menUMeeting Administration Agenda Management Meeting Management Electronic Voting Public Portal Video Streaming Initial Training Services and Materials: $0.00 License Fee: $8,400.00 annually Hardware: $1,995.00 (Video Encoder for Streaming) Onsite Implementation: 2 trips to the city are included at no cost for implementation. Additional trips, if requested by the city, are subject to the terms below. Other Charges: Licensee shall reimburse Licensor for all expenses of and for travel, meals, lodging and other out -of pocket expense or cost associated with any requested or required on -location training, maintenance, or Installation services by Licensor, which expenses shall be evidenced by reasonable documentation in support thereof. Page 12 Of 14 SCHEDULE B PROFESSIONAL SERVICES DESCRIPTION Installation: • Installation of video encoding hardware on premise. • Installation of software on the Prime Government Solutions hosted servers. Configuration: • Creation of committees, members, positions and meeting templates for each committee. • Integrating the public portal in to the city website. Training: • Full system training in a train the trainer format. Page 13 of 14 SCHEDULE C IT41111I0f:1.l1ClVA6*1 "Affiliate" means any current or future worldwide entity that directly or indirectly is in Control of, is controlled by, or is under common Control with Licensee. "Authorized User" means each of the individuals authorized to use the License and Products hereunder. "Change of Control" means any merger, acquisition, joint venture, equity purchase, stock or asset transfer, or substantial change in directorships or partners which have the effect of changing the group of individuals or entities whom Control the affairs of Licensor or any of its subsidiaries or affiliates. "Control" and "Controlled" mean the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, whether through ownership of voting securities or equity interests, through common directors, trustees or officers, by contract or otherwise. "Delivery Date" means the date that the Products are made available for installation by Licensee. "Licensee Data" means information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Products, but does not include any information, data, or other content that is otherwise public information or could be learned about Licensee by other public means. "Licensee Systems" means the Licensee's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee or through the use of third -party services. "Licensor Materials" means the Products and Licensor Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Licensor or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Licensor Systems. For the avoidance of doubt, Licensor Materials do not include Licensee Data. "Licensor Systems" means the information technology infrastructure used by or on behalf of Licensor in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensor or through the use of third -party services. "Service Software" means the Licensor software application or applications and any third -party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Licensor provides remote access to and use of as part of the Services. "Third -Party Materials" means materials and information, in any form or medium, including any open - source or other software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Licensor. Page 14 of 14 City of Seal Beach VENDOR: Prime Government Solutions LLC 1035 S. Orem Blvd Attn: Ryan Drew Orem, UT 84058 - SHIP TO: City of Seal Beach 211 Eighth Seal Beach, CA 90740 - PURCHASE ORDER No. 00013972 BILL TO: City of Seal Beach 211 Eighth Seal Beach, CA 90740 VENDOR NO. VENDOR PHONE NUMBER TERMS DATE REQUIRED DELIVERY DATE PR121 ( ) - 1 0 05/19/2017 SHIPPING INSTRUCTIONS (none) ITEM QTY U/M DESCRIPTION /TASK PRD CODE ACCOUNT UNIT PRICE I AMOUNT 1 0.00 each Streaming Video, Agenda Management, Voting, Minutes 001-013-40800 10,395.0000 10,395.00 SUBTOTAL: 10,395.00 TAX: 0.00 SHIPPING: 0.00 TOTAL: 10,395.00 TAXABLE: No CONFIRMING: No AUTHORIZED SIGNATURE SPECIAL INSTRUCTIONS: IMPORTANT: OUR ORDER NUMBER MUST APPEAR ON EVERY INVOICE AND PACKAGE This order is given upon the representation and guaranty of the manufacturer or seller that no breach of any State or Federal law or Regulation has occurred in connection with the manufacturing, processing, branding, labeling or transportation of the merchandise herein mentioned. If such breach occurs or is charged by any legally constituted State or Federal authority, the buyer shall be entitled to rescind the order and return the unused merchandise and shall also be held harmless by the manufacturer or seller against any penalty incurred and/or the cost of defense of any proceeding designed to penalize the buyer therefor.