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Agenda 09/25/2018 Item #16E 609/25/2018 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement to Granicus, LLC assigning all rights, duties and benefits, and obligations under Agreement #15-6431 “BCC Agenda Software Replacement.” OBJECTIVE: To assign Agreement #15-6431 “BCC Agenda Software Replacement” to Granicus, LLC. CONSIDERATIONS: On December 8, 2015 (Agenda Item #16. E.11) the County awarded Agreement #15-6431 to Accela, Inc. for the replacement of the BCC agenda management system. Granicus, LLC represents and warrants to the County that through the acquisition of IQM2, Accela’s Legislative Management business, it is now the successor in interest to and in relation to Agreement #15 - 6431. Staff was notified of the company’s name change on March 13, 2018 and the necessar y documents were obtained from Granicus, which have been reviewed and approved by the County Attorney’s Office. The Procurement Services Division is recommending approval of the Assumption Agreement which assigns all rights, duties, benefits, and obligations under Agreement #15-6431 to Granicus LLC. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: To approve and authorize the Chair to sign Assumption Agreement with Granicus, LLC. as it relates to Agreement # 15-6431. Prepared by: Priscilla Doria, Procurement Strategist, Procurement Services Division ATTACHMENT(S) 1. [Linked] Assumption Agreement_Granicus (PDF) 2. Backup Documentation (PDF) 16.E.6 Packet Pg. 2121 09/25/2018 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.6 Doc ID: 6710 Item Summary: Recommendation to approve an Assumption Agreement to Granicus, LLC assigning all rights, duties and benefits, and obligations under Agreement #15-6431 “BCC Agenda Software Replacement.” Meeting Date: 09/25/2018 Prepared by: Title: – Procurement Services Name: Priscilla Doria 09/12/2018 3:58 PM Submitted by: Title: – Procurement Services Name: Ted Coyman 09/12/2018 3:58 PM Approved By: Review: Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 09/12/2018 4:10 PM Procurement Services Sandra Herrera Additional Reviewer Completed 09/12/2018 5:00 PM Administrative Services Department Michael Cox Level 1 Division Reviewer Completed 09/12/2018 8:29 PM Procurement Services Ted Coyman Additional Reviewer Completed 09/13/2018 12:22 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 09/13/2018 5:06 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 09/14/2018 8:57 AM Office of Management and Budget Laura Wells Additional Reviewer Completed 09/14/2018 9:11 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 09/14/2018 10:23 AM County Attorney's Office Emily Pepin CAO Preview Completed 09/14/2018 1:59 PM County Manager's Office Geoffrey Willig Level 4 County Manager Review Completed 09/17/2018 10:13 AM Board of County Commissioners MaryJo Brock Meeting Pending 09/25/2018 9:00 AM 16.E.6 Packet Pg. 2122 X 16.E.6.b Packet Pg. 2123 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2124 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) KE 45557753.2 GOVDELIVERY, LLC UNANIMOUS WRITTEN ACTION IN LIEU OF A SPECIAL MEETING OF THE BOARD OF GOVERNORS The undersigned, constituting all of the members of the Board of Governors of GovDelivery, LLC, a Minnesota limited liability company (the "Company"), in lieu of holding a special meeting of the Board of Governors of the Company (the "Board"), hereby take the following actions and adopt the following resolutions by unanimous written action, dated as of February 23, 2017, pursuant to Section 322C.407 of the Minnesota Revised Uniform Limited Liability Company Act ("Act") and the Operating Agreement of the Company (the "Operating Agreement"): 1. REMOVAL AND APPOINTMENT OF OFFICERS WHEREAS, the Board desires to remove (i) Scott Burns as the Chief Executive Officer and (ii) Ryan Atlas as the Secretary of the Company, effective immediately; and WHEREAS, the Board deems it in the best interest of the Company to appoint Mark Hynes as the Chief Executive Officer and the Secretary of the Company, effective immediately. NOW, THEREFORE, BE IT RESOLVED, that Scott Burns, be, and hereby is, removed as the Chief Executive Officer of the Company; FURTHER RESOLVED, that Ryan Atlas, be, and hereby is, removed as the Secretary of the Company; FURTHER RESOLVED, that Mark Hynes be, and hereby is, appointed as the Chief Executive Officer and Secretary of the Company, and Mr. Hynes shall serve in such capacities until his respective successors have been duly qualified and appointed or until his earlier death, resignation or removal; and FURTHER RESOLVED, that following the removal and appointment of officers, the persons listed below be, and hereby are, affirmed as the officers of the Company (constituting all of the officers of the Company, the "Authorized Officers") in the capacities set forth opposite their respective names until their respective successors have been duly qualified and appointed or until their earlier death, resignation or removal: Robert F. Smith Chairman of the Board Mark Hynes Chief Executive Officer and Secretary Patrick M. Severson President and Assistant Secretary 16.E.6.b Packet Pg. 2125 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Eric Gibson Chief Financial Officer Ryan Atlas Vice President and Treasurer The actions taken by this action shall have the same force and effect as if taken at a special meeting of the Board, duly called and constituted, pursuant to the Operating Agreement and the laws of the State of Minnesota. This action may be executed in two or more counterparts, each of which shall be deemed an original and together constitute one and the same action. * * * * * 16.E.6.b Packet Pg. 2126 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2127 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2128 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2129 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) {GovDelivery, LLC- Board action appointing new officers} IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board, have executed this consent as of the date first above written. ____________________________________ Robert F. Smith ____________________________________ Patrick M. Severson ____________________________________ Bret Bolin ____________________________________ Robert B. Rogers ____________________________________ Ryan Atlas ____________________________________ Taylor Beaupain 16.E.6.b Packet Pg. 2130 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2131 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) {GovDelivery, LLC- Board action appointing new officers} IN WITNESS WHEREOF, the undersigned, constituting all of the members of the Board, have executed this consent as of the date first above written. ____________________________________ Robert F. Smith ____________________________________ Patrick M. Severson ____________________________________ Bret Bolin ____________________________________ Robert B. Rogers ____________________________________ Ryan Atlas ____________________________________ Taylor Beaupain DocuSign Envelope ID: DAF4974F-D529-4593-B3C3-9F8A1CEEB9ED 16.E.6.b Packet Pg. 2132 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Office of the Minnesota Secretary of State Certification of Record I, Steve Simon, Secretary of State of Minnesota, do certify that: The filing(s) listed below were filed in the Minnesota computerized/central filing system on the date(s) listed below and that the copies associated with this certification are a true and complete copy of those filings as filed in that system. Filing(s) filed on: Filing Date Filing Type Filing Number 12/14/2017 Amendment - Limited Liability Company (Domestic) 986141500050 This certificate has been issued on: 01/24/2018 Steve Simon Secretary of State State of Minnesota 16.E.6.b Packet Pg. 2133 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2134 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2135 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Work Item 986141500050 Original File Number 910419600050 STATE OF MINNESOTA OFFICE OF THE SECRETARY OF STATE FILED 12/14/2017 11:59 PM Steve Simon Secretary of State 16.E.6.b Packet Pg. 2136 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME:PHONE(A/C, No, Ext):FAX(A/C, No): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:XXXXXXX 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. INSRLTR TYPE OF INSURANCE ADDLINSD SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC OTHER: EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $ $ $ $ $ $ $ AUTOMOBILE LIABILITY ANY AUTO OWNEDAUTOS ONLY HIREDAUTOS ONLY SCHEDULEDAUTOS NON-OWNEDAUTOS ONLY COMBINED SINGLE LIMIT(Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE(Per accident) $ $ $ $ $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE $ $ $ WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD Lockton Insurance Brokers, LLCCA License #OF15767Three Embarcadero Center, Suite 600San Francisco CA 94111(415) 568-4000 Granicus, LLCVISION TECHNOLOGY SOLUTIONS, LLC408 Saint Peter Street, Suite 600Saint Paul MN 55102 GRAIN01 9/7/2018 1440206 X X X Comp $100 DedX Coll $1,000 Ded 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 Professional Liab/TechE&O/Cyber Liab $5,000,000 per claim$5,000,000 aggregate$25,000 retention N X 1,000,000 1,000,000 1,000,000 Columbia Casualty Company 31127 The Continental Insurance Company 35289 National Fire Insurance Co of Hartford 20478 B 6043664084 10/20/2017 10/20/2018 A 6043664103 10/20/2017 10/20/2018 C 596722177 (E&O) 9/7/2017 9/7/2018 B 6043364067 (AOS) 10/20/2017 10/20/2018B6043364070 (CA) 10/20/2017 10/20/2018 NOT APPLICABLE See Attachment Collier County 3299 Tamiami Trail E. Suite 700Naples FL 34112-5749 15438578 15438578 6/13/2018 THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. RE: Collier County is an Additional Insured with respect to liability arising out of the operations of the insured and to the extent provided by the policylanguage or endorsement issued or approved by the insurance carrier. X X Y N N N N N N 16.E.6.b Packet Pg. 2137 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Policy No.: 6043664103 CNA74872XX (1-15) CNA Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non-Contributory To Additional Insured’s Insurance 3. Bodily Injury – Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury – Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability – Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury – Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage – Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation – Blanket 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. Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2138 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 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. 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 Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2139 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 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, hoist away 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. Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2140 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) J. Vendor Any person or organization but only with respect to such person or organization’s liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization’s premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2141 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured’s acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED’S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non-contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY – EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: 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. Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2142 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) B. NOTICE OF OCCURRENCE The Named Insured’s rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured’s reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement’s JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 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 Insuredshould 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 Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2143 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses’ acts, errors or omissions in the conduct of the Named Insured’s business. 7. EXPECTED OR INTENDED INJURY – EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability , the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured’s primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A – Bodily Injury And Property Damage Liability , the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured’s actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2144 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual’s race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured’s employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2145 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured’s employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. • the Named Insured’s volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named Insured’s business; and (2) bodily injury to an employee while in the course of the employee’s employment by the Named Insured or while performing duties related to the conduct of the Named Insured’s business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance 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 Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2146 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) • 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) 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 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: 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 different 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: Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2147 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) (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 This Paragraph B. does not apply to medical expenses incurred in the state of Missouri. 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY –DISCRIMINATION OR HUMILIATION Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2148 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 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 Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2149 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured’s business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer’s request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B –Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 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: Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2150 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A – Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured’s ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 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. Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2151 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Attachment Code : D524693 Certificate ID : 15438578 16.E.6.b Packet Pg. 2152 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2153 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 16.E.6.b Packet Pg. 2154 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Department of State /Division of Corporations /Search Records /Detail By Document Number / Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Detail by Entity Name Foreign Limited Liability Company GRANICUS, LLC Filing Information M17000003846 41-1941088 05/04/2017 MN ACTIVE LC NAME CHANGE 01/24/2018 NONE Principal Address 408 SAINT PETER ST SUITE 600 ST PAUL, MN 55102 Mailing Address 408 SAINT PETER ST SUITE 600 ST PAUL, MN 55102 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET Tallahassee, FL 32301 Name Changed: 09/07/2017 Address Changed: 09/07/2017 Authorized Person(s) Detail Name & Address Title MGR SMITH, ROBERT F 401 CONGRESS AVE SUITE 3100 AUSTIN, TX 78701 Title MGR SEVERSON, PATRICK M DIVISION OF CORPORATIONSFlorida Department of State Page 1 of 3Detail by Entity Name 8/9/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 16.E.6.b Packet Pg. 2155 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) 401 CONGRESS AVE SUITE 3100 AUSTIN, TX 78701 Title MGR BOLIN, BRET 401 CONGRESS AVE SUITE 3100 AUSTIN, TX 78701 Title MGR ROGERS, ROBERT B 401 CONGRESS AVE SUITE 3100 AUSTIN, TX 78701 Title MGR ATLAS, RYAN 401 CONGRESS AVE SUITE 3100 AUSTIN, TX 78701 Title MGR BEAUPAIN, TAYLOR 2101 ROSECRANS AVE SUITE 6250 EL SEGUNDO, CA 90245 Title MGR HYNES, MARK 707 17TH STREET SUITE 4000 DENVER, CO 80202 Title MBR GOVDELIVERY HOLDINGS LLC 408 SAINT PETER ST SUITE 600 ST PAUL, MN 55102 Annual Reports Report Year Filed Date 2018 04/26/2018 Document Images 04/26/2018 -- ANNUAL REPORT View image in PDF format 01/24/2018 -- LC Name Change View image in PDF format 09/07/2017 -- CORLCRACHG View image in PDF format 05/04/2017 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations Page 2 of 3Detail by Entity Name 8/9/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 16.E.6.b Packet Pg. 2156 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) Page 3 of 3Detail by Entity Name 8/9/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 16.E.6.b Packet Pg. 2157 Attachment: Backup Documentation (6710 : Granicus, LLC Assumption Agreement #15-6431) EXHIBIT A