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Home My WebLink AboutCONFIDENTIAL - eScribe Response for The City of Diamond Bar - Agenda Management and Live Streaming System August 2, 2024 City of Diamond Bar 21810 Copley Drive Diamond Bar, CA 91765 Attention: Alex Batres, eScribe Software is pleased to present our response to your RFP Agenda Management and Live Streaming System. eScribe Software believes that its “Commercial, Off The Shelf” (COTS), Cloud Based, Meeting Management service is a good match with the requirements as stated in the RFP. With over 450 Clients in North America, we believe our solution is well suited to your needs and that eScribe is more than capable of providing a smooth implementation for the City of Diamond Bar. eScribe already has over 45 sucessful implementations with Cities and Towns in the state of California and would be happy to provide additional references if needed outside of the ones provided within our response.. eScribe Software assures The City of Diamond Bar that we are free of any conflict of interest and have understood the requirements outlined in the RFP including insurance requirements. Our proposal will remain valid for 120 Days. Through submission of this proposal, unless otherwise noted, and subject to negotiation of a final subscription agreement we agree to all of the terms and conditions of the Request for Proposal. James Coulen – Senior Account Executive will be the main point of contact for the RFP and can be reached at 1-416-890-9808 or jcoulen@escribemeetings.com We look forward to the opportunity to work with you on this exciting project. Sincerely, Jennifer Zourdos (jzourdos@onboardmeetings.com) Director, Sales eScribe Software and Onboard RFP – Agenda Management and Live Streaming System Prepared for: The City of Diamond Bar Submitted by: James Coulen, Senior Account Executive, eScribe Software Valid until: November 2, 2024 escribemeetings.com | 1 Table of Contents Table of Contents ...................................................................................................................... 1 Personnel .................................................................................................................................... 2 Application Software ............................................................................................................... 8 Proposer’s Experience/References ..................................................................................... 21 Methodology/Project Understanding ................................................................................ 23 Project Assessment ............................................................................................................... 23 Projected Timelines ................................................................................................................ 24 Implementation Plan ............................................................................................................. 31 Cost Proposal .......................................................................................................................... 34 Purchasing with Carahsoft Technology Corp. ................................................................. 37 About Carahsoft Technology Corp. ..................................................................................... 37 RFP Response Contact Details ............................................................................................. 38 Insurance ................................................................................................................................. 39 Purchase and License Agreement ...................................................................................... 39 Required Documents/Appendicies: ................................................................................... 39 A - Functional Requirements – Appendix A. ..................................................................... 39 B – Sub-Consultants – Appendix B ..................................................................................... 44 Appendix C – Company Profile Questionnaire ................................................................. 45 Appendix D – Sample Subscription Agreement ............................................................... 46 Appendix E – Sample Migration Scope Document .......................................................... 47 escribemeetings.com | 2 Personnel Customer experience is a crucial aspect of eScribe’s culture. We understand that migrating to a new software can be a daunting prospect. We have a dedicated team of experienced eScribe professionals supporting you every step of the way, reducing the impact on your internal staff and IT department and ensuring a successful, pain- free roll-out. eScribe proposes the following project structure for this initiative, subject to change depending on the agreement between eScribe and the Customer during project negotiation. Customer Team: Role Responsibility Skills Required Project Sponsor Responsible for oversight and ensuring that the project provides the anticipated business benefits to the Customer. Management authority. Project Lead Overall project time, cost and quality responsibility, schedule control, escalation and issue log, project reporting. Project management. Project Sponsor (Customer) Project Lead (Customer) Project Team / Champion Users Technical SME(s) AV Technical SME(s) escribemeetings.com | 3 Project Team / Champion Users Core implementation group, responsible for making process & configuration decisions. Will attend training and be the first users of the system during roll out. Individual(s) with meeting process expertise required to complete the project. Technical Subject Matter Expert (for ADFS or Azure AD integration only) Ensuring that the project aligns with the Customer’s systems and architecture. Primarily responsible for ADFS/Azure AD configuration & setup. Individual(s) with technical expertise required to complete the project. Familiarity with ADFS/Azure AD setup. AV Subject Matter Expert (for webcasting only) Providing information to eScribe and participating in the configuration and testing of the encoders for webcasting. Individual(s) with technical expertise required to complete the project. Familiarity with current AV setup. escribemeetings.com | 4 eScribe Team: Role Responsibility Skills Required Project Sponsor Overall project oversight and responsibility for eScribe team performance and involved in escalations as required. Management authority. Implementation Lead/ Project Manager Overall eScribe implementation lead (requirements, configuration, training), resource schedule control, escalation and issue log. eScribe subject matter expert, meeting process expertise, project management. Technical Analyst eScribe Installation, and configuration with ADFS/Azure AD. Expertise with eScribe’s Microsoft Azure infrastructure and technical configurations with eScribe and ADFS/Azure AD. Account Manager Upon implementation completion, Account Manager will proactively reach out to the Customer to inform on latest updates and new services. eScribe subject matter expert, meeting process expertise. Project Sponsor (eScribe) Implementation Lead / Project Manager Technical Analyst Trainer Account Manager escribemeetings.com | 5 Trainer Training of Customer staff and conducting of Workshop sessions. Subject matter experts on various aspects of eScribe use and operation in a production environment. AV Experts (ISI Live Team Members) Webcasting configuration and works alongside Customer AV SME on installation of hardware. Webcasting and A/V subject matter experts. Project Team Experience: While eScribe does not designate specific team members until closer to project kick- off, summary biographies have been provided below. All members of the eScribe implementation team are fully trained or certified as required and have completed numerous successful client implementations. All eScribe Operations staff have also successfully completed police background checks. Out of respect for staff privacy, actual staff resumes are not provided in RFP responses however we would be happy to answer any specific questions as it relates to the project team’s experience. Name Name/Role Experience LinkedI n Profile Tara Astbury Project Sponsor • 15 years working with public sector organizations to streamline meeting processes • Serves as the point of escalation for Customer issues and unique process workarounds Click here escribemeetings.com | 6 • Oversees the Operations division of eScribe to ensure superior experience for all customers Jeff Hardy Project Manager • 20 years’ experience managing medium/large scale projects in the public sector, IT, Telecommunications and Manufacturing sectors • ITIL Foundation Certificate • 3+ years’ experience leading eScribe customers through successful implementations • Serves as Project Manager on large implementation projects, with over 60 such implementations in his portfolio, past projects include: o City of Hamilton o Toronto District School Board o City of London o City of Detroit Click here Tosca Milanovic Implementatio n Coordinator • 13+ years' experience in project coordination • 4 years’ experience leading eScribe customers through successful implementations • Serves as Implementation Coordinator on more than 50 eScribe implementations, past projects include: o Haldimand County o Thunder Bay District Health Unit o Columbia Shuswap RD Click here Ashley Freel Implementatio n Coordinator • 5+ years' experience in coordinating new policy and procedures in the education sector • 3+ years’ experience leading eScribe customers through successful implementations Click here escribemeetings.com | 7 • Serves as Implementation Coordinator on over 80 eScribe implementations, past projects include: o Oxford County o Bruce County o Livingston County Chris Phagoo Account Manager • 8+ years’ experience working with eScribe Customers in support and account management • Serves as Account Manager for over 100 eScribe customers, proactively reaching out to customers post-implementation about new developments. Click here George Attia Account Manager • 1+ years’ experience working with eScribe Customers in support and management • Serves as Account Manager for over 100 eScribe customers, proactively reaching out to customers post-implementation about new developments. Click here Geeta Nagpal Trainer • Certified Training Professional • 10+ years’ experience serving as Trainer on eScribe projects of both small and large scope • Leads Customers through one-on-one process workshops Click here escribemeetings.com | 8 Application Software All of your meeting items in one secure, digital platform. Say goodbye to disconnected systems and processes. With eScribe, everything required for The City of Diamond Bar’s public meetings is easily findable and safeguarded by the latest protocols for cloud-based security. eScribe streamlines the entire meeting lifecycle, allowing you to easily prepare for, conduct, and follow up on post-meeting items. Centralized Location for All Records and Resources Enjoy peace of mind knowing all of your meeting items are in a digital, cloud-based meeting management platform. By providing Elected Officials and other users with a designated, centralized location for materials, meeting preparation, and collaboration - including viewing, editing, and approving documents - can occur in real time. With centralized digital records available for public posting, eScribe can also provide convenient community access to relevant information as required by law. By going digital with eScribe, citizens and other parties can view meeting agendas, livestreams of meetings, recordings, and minutes in one accessible online portal. Whether you’re posting meeting items to an existing website or going digital for the first time, eScribe has a range of public posting options to ensure your meetings are transparent, accountable, and conformant to the latest accessibility standards. escribemeetings.com | 9 Full Platform Search Functionality eScribe’s advanced search algorithm spans the entire platform, allowing users to quickly find specific minutes, motions, agenda items, documents, and more. Every key document is just a click away. Categorized search results help you quickly identify what you’re looking for under umbrella terms such as Agenda Items, Minutes, Motions, or Documents. Security and Compliance eScribe is committed to keeping your information secure, and we understand the critical importance of data security in the public sector. That’s why our best-in-class security features and capabilities ensure every customer, large or small, benefits from an enterprise-grade security architecture. eScribe offers full control over your data and who can access it. Work confidently and ensure the right people see the right information. Unparalleled security and data protection features like user and permission management give you confidence and control over your organization’s most sensitive data. eScribe’s platform operates on Microsoft’s industry-leading Azure Cloud infrastructure, which is SOC2 Type 2 and ISO 27001 certified. And eScribe’s SSO escribemeetings.com | 10 capabilities ensure a safe and seamless login experience - bolstering security while ensuring meetings start hassle-free. Capabilities that simplify collaboration. eScribe makes collaboration on meeting items simple. Rather than chasing down individual meeting contributors for input or updated information, eScribe enables The City of Diamond Bar to manage tasks and collaborate directly and in real time. Documents and Permissions - Seamlessly collaborate on documents with meeting administrators and contributors. Manage permissions for groups and users to protect sensitive information and provide contributors with only the materials they need to see. Microsoft Word Compatibility - eScribe documents are compatible with Microsoft Word, so you and meeting stakeholders can collaborate using familiar tools. Meeting stakeholders can also create and upload documents in various formats, including Word, Excel, PowerPoint, and JPGs for versatile collaboration. Approval Workflows - Let eScribe do the chasing for you. Create repeatable automated approval workflows for documents, agendas, and minutes. escribemeetings.com | 11 Draft Agenda Items - When a document is added as a draft agenda item, updates to the document are reflected in the meeting. Draft agenda items can be reviewed for approval and added formally as part of the agenda at any time. Roles and Permissions - Assign each user with a role or multiple roles to easily configure customized access across the platform. Meeting Type Permissions - Grant different permissions to individual meeting types to set access for what the user needs regardless of their role. Departments - Organize users by department to easily set the permissions and access to documents created for their department. Upcoming Meetings - Administrators can look ahead and prepare for future meetings by adding details, motions, supporting documents, etc. in advance. Take Personal Notes - Meeting participants can enter their own comments and follow-up notes for personal reference. escribemeetings.com | 12 Customized templates and approval workflows that save time and effort. Set it and forget it with customizable workflows that ensure all follow-up items are completed before and after meetings. And with the ability to create unlimited templates, The City of Diamond Bar can streamline repetitive work and focus on substance. A Variety of Template Options - Create unlimited, repeatable templates for meetings, motions, and minutes. Use pre-made email templates to speed up communications and ensure they are as efficient as possible. Approval Workflows - Set automated approval workflows for meeting packages (documents, agendas, and minutes). escribemeetings.com | 13 Exception Approval - Create an exception approval process to review approvals that started after the submission deadline or that have passed the deadline during the approval workflow. User Approvals and Approval Groups - Create custom approval groups to review documents, agenda packages, and minutes packages, with the option to include a mandatory deadline. Approval Steps - Set sequential order of approval steps with the option of adding an assistant and/or delegate(s) for each approver with optional document editing or viewing. escribemeetings.com | 14 Prepare & Publish - You can prepare and publish agenda and minutes packages easily and quickly when the meeting adjourns. This also includes resolutions packages, which include all motions separated on individual pages. Tools that make meetings run smoothly. Running smooth, efficient public meetings is easier than ever with eScribe. As the City of Diamond Bar conducts meetings, you can utilize a range of features to keep things on track and on task. Roll Call - View meeting attendees (both voting and non-voting participants) and mark present and absent statuses. Roll call actions correspond to the meeting state. Reorder - Drag-and-drop items to reorder across the entire platform. escribemeetings.com | 15 Voting - Capture physical votes (traditional with capture & tabulation) and use various voting types (majority, ⅔, ¾, ⅘, and unanimous) and voting options (recorded, secret, or weighted) to quickly tabulate and display results via Public Display. Active Agenda Items - Set an agenda item as ‘active’ to show and guide the meeting order, and record your click sequence for quick and easy minutes- making. When you set an agenda item as ‘active’, video recordings are time- stamped to be easily organized and viewable by agenda item. Conduct Meeting - Orchestrate or 'conduct' a meeting with the ability to work on other meeting tasks without interrupting the meeting agenda and active item. You can also have multiple administrators take part such as adding minutes, casting votes, creating tasks, and more all while the meeting is in session and avoiding any interference with conduct activities. escribemeetings.com | 16 Minutes - Collaborate on minutes seamlessly during and after your meetings. Motions - Create unlimited motions within your meetings to support specific meeting goals. Reporting - Use pre-formatted reports to share reporting data for individual meetings. View these reports in-platform or export to Excel and prepare your reports to be submitted for wider circulation or public posting. escribemeetings.com | 17 Forecast Reports - Prepare for upcoming meetings using the forecast report to quickly see an overview of documents and their status. Electronic Voting - Gather votes digitally by sending ballots directly to meeting voters through the eScribe platform. Then, votes are automatically tallied based on the kind of vote, and the results are visible to meeting participants and can be shared on a large display to the public. Speaker Lists - Manage a speaker queue for public participants and other meeting participants to speak regarding agenda items. Speaker Lists can also be displayed for all participants via Public Display. escribemeetings.com | 18 Accessibility features to make public meetings more open to all. Public meetings should be accessible and inclusive to everyone in your community. In fact, eScribe makes it easy for citizens to get involved and stay informed. eScribe also helps the City of Diamond Bar comply with jurisdictional requirements for accessibility. Publishing - Easily publish meeting items to your organization’s website via iFrame. No back-end work required! escribemeetings.com | 19 Livestreaming - Livestream and record all meetings, with automatic timestamping that is indexed to agendas and minutes. eScribe has many livestreaming options including YouTube and Vimeo. Closed Captioning - Keep everyone in your community informed during the meeting with AI-generated, live closed captioning for all livestreams, including transcripts readily available shortly after the meeting ends. Public Display - Share meeting information (like agenda items, motions, speaker lists, and voting results) with meeting participants and attendees from the public in clear, easy-to-view displays. Task management that works for you. Easily ensure all tasks and follow-up items created during meetings are actioned. Task Manager - View all tasks related to the following: - Meeting type - Meeting date - Due date - Priority - Status - Assignee escribemeetings.com | 20 - Closed session Task Options - When you create a task, you have options to delegate the task, set a due date, and set the priority level. Tasks can also be added during meetings. My Assigned Tasks - Every eScribe user can easily locate and view their unique list of assigned tasks and related information. Easy and effective communication with one-click publishing. When a meeting concludes, The City of Diamond Bar can quickly publish relevant meeting items directly to your website with minimal clicks. If needed, admins have the option to unpublish or update meetings and related information, if necessary. • Publish to participants and visitors independently to control access based on the user role. • Publish meetings and live streaming videos to share with the public on your organization's page. Agenda and Minutes packages can be published in both HTML and PDF for presenting in different formats. • Choose what gets published to participants, visitors, and the public separately. escribemeetings.com | 21 Proposer’s Experience/References Client Name City of Greensboro NC Contact Name Angela Lord – City Clerk Contact Email Angela.lord@greensboro-nc.gov Contact Phone Number 336-373-2697 Client since 2021 Project Description: The City of Greensboro is leveraging eScribe’s Transparency Bundle including Meeting Manager, Report Manager, Internet Publishing and Livestreaming Client Name City of National City, CA Contact Name Shelley Chapel, Deputy City Clerk Contact Email schapel@nationalcityca.org Contact Phone Number 619-336-4225 Client since 2021 Project Description: The City of National City is leveraging eScribe’s Transparency Bundle including Meeting Manager, Report Manager, Internet Publishing and Livestreaming Client Name City of San Luis Obispo, CA Contact Name Megan Wilbanks, Deputy Clerk Contact Email mwilbanks@slocity.org Contact Phone Number 805-781-7103 Client since 2021 Project Description: The City of San Luis Obispo is leveraging eScribe’s Transparency Bundle including Meeting Manager, Report Manager, Internet Publishing and Livestreaming escribemeetings.com | 22 Client Name City of Watsonville, CA Contact Name Irwin Ortiz, Assistant City Clerk Contact Email irwin.ortiz@cityofwatsonville.org Contact Phone Number 831-768-3048 Client since 2020 Project Description: The City of Watsonville is leveraging eScribe’s Transparency Bundle including Meeting Manager, Report Manager, Internet Publishing and Livestreaming Client Name City of La Mesa, CA Contact Name Megan Wiegelman, City Clerk Contact Email mwiegelman@cityoflamesa.us Contact Phone Number 619-667-1130 Client since 2021 Project Description: The City of La Mesa is leveraging eScribe’s Transparency Bundle including Meeting Manager, Report Manager, Internet Publishing and Livestreaming escribemeetings.com | 23 Methodology/Project Understanding Project Assessment Based on the requirements in the RFP, it is understood that the City of Diamond Bar is looking at an alternative to Granicus and is seeking a way to improve meeting management to achieve the following project goals: • Digitally create and manage public meetings for staff, elected officials and public • Improve staff efficiency with automated workflow and approval processes • Reduce late items and changes to agenda items after they have been published • Efficiently create and distribute paperless agendas to meeting attendees • Improve citizen transparency with Web-streaming and digitally inclusive documents Product Modules eScribe Ultimate Bundle which is being proposed for the City includes the following modules: • Meeting Manager • Participant Access • Internet Publishing • Report Manager • Webcasting Plus • Public Comments & Delegation Requests • Vote Manager & Request to Speak And the proposal includes additional optional modules below: • Board Manager Plus • Meetings Pro App Licenses escribemeetings.com | 24 Client Needs eScribe’s Meeting Manager, Board Manager Plus and Vote Manager include the following: Meeting Manager • Unlimited Meeting Types (eg. Council, Planning) • Unlimited Users Vote Manager • Unlimited Voting Members • Multiple vote options including Majority, Weighted, Unanimous, Ballot Style Board Manager Plus • Unlimited Boards and Committees Types • Unlimited Board Members • One application Form configured to standardize across all boards. • Unlimited Users Projected Timelines This Statement of Work ("SOW") is intended to communicate our understanding of the project and all the deliverables that relate to it. A clear understanding of the project is the key to everyone's success, and we do not assume any additional products or services will be delivered except those described in this SOW. eScribe will make every attempt to provide accurate estimates it is possible that additional customer requirements or additional details can emerge. If new requirements are discovered or additional products and/or services beyond those outlined in this SOW are required, it may change the estimated cost and timeline provided herein Project Objectives & Preliminary Scope eScribe provides a full meeting management platform designed for the public sector that helps simplify the meeting process and reduce administrative workflows. eScribe helps streamline agenda creation, minute taking, live streaming and providing all the tools to improve transparency and engagement for citizens The solution consists of the software and services detailed below. The project planning and implementation activities will include the following objectives and assumptions. escribemeetings.com | 25 Meeting Manager Meeting Manager facilitates the building of agendas, minutes, action lists, and provides a platform for adding additional eScribe functionality. Streamline and automate meeting preparation and post meeting activities. Conduct meetings; take roll call and manage member conflicts, record motions and actions. And with the addition of eScribe Meetings for the iPad or Windows 10, your board can go totally paperless. Customer Responsibilities eScribe Responsibilities Customer to gather & send meeting artefacts (Agendas, Minutes & Reports templates) eScribe to create Site Build Provide form for hardware and plan for installation of video encoder Review Agenda, Minute and Report artefacts from customer Customer Returns Configurations Docs provided by eScribe Create and configure meeting artifacts in environment (agenda and minutes for 2 meeting types, 2 report templates and 15 workflows) Once configured by eScribe, review finalized meeting template configurations, publishing site and configuration settings. Adjust templates if needed Access to eScribe’s Learning Management System (eScribe Academy) for meeting management training Complete user configurations 3 Customer Workshop sessions if needed Provide access to Meeting Manager Training Practice Meeting Practice Meeting with Customer Debrief Meeting Debrief Meeting escribemeetings.com | 26 Participant Portal Security-trimmed access for meeting participants to browse upcoming meeting agendas, access all related reports and supporting information, record personal comments, follow-up notes and tasks, access online resources, and search previous meetings. Supports web browsers and eScribe mobile apps for iOS and Windows 10 Customer Responsibilities eScribe Responsibilities Customer Starts Contributor Training in eScribe Academy Provide access for customer to start contributor training on Academy Customer Completes Contributor Training Provide Workshop sessions if needed Customer Trains other Staff members as needed Internet Publishing Internet Publishing Plus has a fully responsive WCAG 2.0 design that allows organizations to easily engage stakeholders through their existing website, without programming and fully supports evolving digital inclusion requirements. Easily search through historical and upcoming meetings, access agenda details, open and download attachments with a click. Customer Responsibilities eScribe Responsibilities Customer Returns Completed Configuration Documents back to eScribe eScribe to send Customer Configuration Documents for Internet publishing to have filled out to configure iFrame setup Customer Places iFrame on Website Configurations completed in eScribe escribemeetings.com | 27 Report Manager Providing administrators and staff comprehensive management of all pre-meeting and post- meeting workflow activities, Report Manager revolves around the preparation and approval of reports and items for submission to meetings. Easily manage submission deadlines and notifications to staff, reducing last minute changes to the agenda. Leveraging the power of Microsoft Word, administrators can easily standardize and maintain unlimited templates for bills, resolutions, and reports, ensuring compliance across the organization. Customer Responsibilities eScribe Responsibilities Customer returns Report Manager Workpackage back to eScribe Report manager configuration package sent to Customer Customer Completes Report manager Administrator Training Build 15 Approval Workflow/Permissions and 2 Report Templates Customer Workshop/Change Management Debriefs as needed Provide Workshop Sessions as needed Customer Starts Contributor Training Customer Completes Contributor Training Customer Trains Contributors and goes live with report manager Webcasting Plus An end-to-end storage and streaming solution with an integrated encoder, Webcasting Plus provides everything you need to capture video from cameras located onsite. With the addition of Internet Publishing Plus, audio and video content are automatically indexed with the meeting’s agenda and minutes for publishing to the web, for both live and archived viewing by stakeholders. escribemeetings.com | 28 Fully automated Closed Captioning service is available as an option. Cameras and installation sold separately Customer Responsibilities eScribe Responsibilities Customer returns completed AV Documentation eScribe to send Customer AV Documentation for configuration specifications Encoder Received eScribe to ship Encoder to customer Encoder testing eScribe to assist customer with Encoder testing 2nd Encoder Testing 2nd Encoder Testing Customer starts Webcasting Training Customer starts Webcasting Training Customer Completes Webcasting Training Customer workshop (if needed) Customer Webcasting Mock Meeting eScribe to be on support during mock meetings and can be available for initial kick off meetings for support Public Comments & Delegation Requests An add-on to the Internet Publishing Plus module, Public Comments allows organizations to receive and publish comments from citizens before, during and/or after meetings. An add-on to the Internet Publishing Plus module, Delegation Request Management (DRM) allows organizations to efficiently manage citizens to speak during meetings through an online form on their existing website. Customer Responsibilities eScribe Responsibilities Customer Returns Public Comments Configurations eScribe to send Customer Public Comments Configurations specification documentation Customer Starts Public Comments Training eScribe to configure Public Comments based on returned documentation escribemeetings.com | 29 Customer Completes Public Comments Training Workshops provided if necessary Customer Returns Delegation Request Configurations Send Customer Delegation Request Configurations document Customer Starts Delegation Request Training Delegation Request Configured based on customer specifications Customer Completes Delegation Request Training Workshops provided if necessary Vote Manager & Request to Speak Vote Manager allows meeting participants to electronically vote on resolutions in real-time directly through their Participant Portal, iPad or Windows 10 tablet. Leveraging the enhanced Request to Speak add-on helps manage member debates in real-time during meetings. Vote Manager also provides an enhanced graphical interface for clear display of vote results to participants and public, both in chamber and through the web, with the addition of Internet Publishing Plus. Customer Responsibilities eScribe Responsibilities Customer returns Vote Manager Configurations eScribe to send Customer Vote Manager Configurations options Customer starts Vote Manager Training eScribe to configurations specifications outlined in documentation from customer and setup in the platform Customer Completes Vote Manager Training Customer workshop (if needed) escribemeetings.com | 30 Board Manager Plus Available as a stand-alone solution or integrated with eScribe’s comprehensive meeting management suite, Board Manager lets municipalities, school districts and all public sector entities easily manage and publish their boards’ and members’ details – in addition to managing vacancies, applications and appointments – through an intuitive, responsive interface. Customer Responsibilities eScribe Responsibilities Customer to gather & send board meeting artifacts (Board details, members list, terms) eScribe Site Build and send configuration document to customer Customer Returns Configurations Docs provided by eScribe Create and configure board templates, input board members and create application form Once configured by eScribe, review finalized configurations, publishing site and configuration settings. Adjust templates if needed Access to eScribe’s Learning Management System (eScribe Academy) for Board Management training Provide Workshop sessions as needed Meetings Pro App (iOS or Windows 10) eScribe Meetings is a real-time application for elected officials and meeting participants who actively participate in meetings. Users can securely access and sync with any authorized eScribe meeting portals to: • Browse upcoming meeting agendas, download content for viewing offline • Access related reports and supporting information easily • Annotate comprehensively, with private and group comments support • Use integrated e-voting and request-to-speak management for members (*If Vote Manager & Request to Speak module is enabled) • Search online resources library for non-meeting specific information; and more escribemeetings.com | 31 • eScribe Meetings is available globally for Apple iPad’s running iOS 11 or higher, through the Apple App Store, as well as for Windows 10 through the Microsoft Store Available in Standard or Pro Customer Responsibilities eScribe Responsibilities Customer to download app available from the Apple or Microsoft Store to devices eScribe to setup license count for app download Training on Participant App through eScribe Academy Workshop sessions as needed Train Participants on App Workshop sessions as needed Migration of Historical Data A migration scope document has been provided in Appendix E Implementation Plan eScribe is with you every step of the way when implementing our platform for your organization. eScribe can provide on-site training at an additional cost but most of our clients have utilized the eScribe Academy for a successful implementation. Here’s an overview of what you can expect during the implementation process: Kick-off Call Set-Up & Configuration Administrator Training Go-Live Prep Post-Launch Review Review current processes Identify current challenges Review modules in scope Build meeting templates User settings & permissions In-scope configurations Training through eScribe Academy (LMS) Managing user permissions & templates Core agenda & Review go-live plan & strategy Review adoption best practices Monitor adoption process Go-live debrief Administrator feedback End-user feedback Plan for escribemeetings.com | 32 Identify project goals Review onboarding plan Introduce core project team Schedule weekly project meetings Template sign- off minutes training Organizational settings Regular coaching in project meetings Review customer learning & support resources Ongoing training through eScribe Academy (LMS) Regular coaching in project meetings module(s) rollout, if applicable Set up regular account review cadence Our implementation approach is jointly communicated with both the customer and eScribe and will work together to formally put a plan based on specific customer needs. Implementations vary between customers based on availability,timelines and deadlines. eScribe Academy eScribe Academy is a self-paced learning center designed to help you and your staff advance their knowledge and effectiveness in eScribe’s time-saving features and functionality. Featuring 8-10 hours of total coursework with a printable certificate of completion, sessions include self-guided tutorials through every eScribe tool and feature, as well as quizzes along the way to ensure understanding. Ongoing Technical Support eScribe maintenance and warranties are included in the annual subscription cost. All software patches and updates are also included in this cost. escribemeetings.com | 33 Our Approach to Technical Support Our dedicated technical support team is at your service during the hours you need us most: from 8:30 AM to 8:00 PM Eastern time, with extended phone support for urgent issues until 11:00 PM Eastern, Monday to Friday (excluding holidays). Getting help is easy. Whether you prefer our user-friendly portal, a quick phone call, or an email, we ensure a seamless experience. In critical situations, we offer direct escalation contacts, ensuring you have a straightforward path to the assistance you need. We’re committed to making your experience as smooth as possible. We understand that change can be challenging. That’s why you’ll have a designated Customer Success Manager over the life of your contract to answer your questions, provide assistance, and help you get the most from eScribe. escribemeetings.com | 34 Cost Proposal eScribe is pleased to offer the following annual subscription and one-time setup fees to meet the requirements as outlined in this RFP. eScribe leverages a detailed onboarding approach developed over hundreds of successful customer implementations, allowing us to provide a fixed price, including: activation of the solution on the cloud, customer specific configuration of meeting types, content templates, and initial workflow configuration, administrator, contributor, and participant training, in addition to one on one workshop sessions and go live support for key initial meetings. eScribe Ultimate Bundle: eScribe Annual Service and Support Fees Module License Type License Fee Quantity Cost eScribe Ultimate Bundle Annual 28,000$ 1 28,000$ eScribe Meeting Manager INCL eScribe Participant Access INCL eScribe Internet Publishing INCL eScribe Report Manager INCL eScribe Webcasting Plus INCL eScribe Electronic Voting INCL eScribe Live Closed Captioning INCL eScribe Public Comments 2,800$ 1 2,800$ eScribe Board Manager Plus 5,600$ 1 5,600$ eScribe Meetings Pro App (iOS or Windows 10)INCL Up to 20 Forms Authentication INCL Total - Annual Software and Support Fees 36,400$ Implementation Fees Service Fee Quantity Cost eScribe Ultimate Bundle Setup/Training One time 10,920$ 1 10,920$ eScribe to create - up to 10 Meeting Types, 2 Report Template, 5 Workflows INCL 25 x eScribe Academy Licenses INCL Board Manager Setup - 1 application form, 1 board template One time 1,500$ 1 1,500$ Public Comments Setup One time 500$ 1 500$ Migration of Historical Data One time 1,000$ 1 4,000$ Total - One-time Implementation Fees 16,920$ escribemeetings.com | 35 *An annual 5% increase is applied to the cost in years 2 through 5 Pricing Notes 1. Proposed pricing is valid for 120 days from date of submission of this response. 2. Implementation fees are for remote support. Onsite personnel can be arranged. Additional travel and living expenses would apply in addition to the Implementation Fees. 3. Year 1 Subscription and Implementation Services Fees are invoiced upon commencement of the project. 4. Subsequent year(s) Subscription Fees will be due on the anniversary date and will increase from the previous year’s Subscription Fees by five percent (5%). 5. Payment Terms are Net 30 from date of invoice. 6. eScribe Meetings for Tablets Standard app (available on iOS only) is included in the bundle price (unlimited users). Additional eScribe Meetings for Tablets Professional licenses (available for both iOS and Windows 10) are available for download at rates listed below. a. $100/user per year (1-10 users) b. $75/user per year (11-50 users) c. $50/user per year (51-100 users) d. $35/user per year (101+ users) Migration Fees Optional Module License Type License Fee One Time Setup Laserfiche Connector Annual 1,200$ 500$ Entra ID or ADFS Authentication Annual 1,500$ 500$ Year 1 Year 2 Year 3 Year 4 Year 5 Annual 36,400$ 38,220$ 40,131$ 42,138$ 44,244$ One Time 16,920$ Total 53,320$ 38,220$ 40,131$ 42,138$ 44,244$ escribemeetings.com | 36 eScribe is currently estimating 4 days of migration effort. Migration charges are $1,000 per day. This estimate has been added pending further discussion with the City. At the completion of the migration, a legacy data storage fee will be charged, as per the table below. These charges would only apply to meeting artifacts such as agendas/minutes/support documentation. Video storage is unlimited and does not factor into the below costs. GB Price / GB 0-50 $10.00 51-100 $9.50 101-150 $9.00 151-200 $8.50 201-300 $8.00 301+ $7.50 escribemeetings.com | 37 Purchasing with Carahsoft Technology Corp. We are excited to announce a new partnership between Carahsoft and eScribe, a leading provider of cloud-based meeting management software made specifically for the public sector. This partnership with eScribe will bring significant benefits to our members, helping modernize public meetings and improve overall governance efficiency. To learn more about visit the partner page About Carahsoft Technology Corp. Carahsoft Technology Corp. is The Trusted Government IT Solutions Provider®. As the Master Government Aggregator® and Distributer for our vendor partners, we deliver solutions for Cybersecurity, MultiCloud, DevSecOps, Big Data, Artificial Intelligence, Open Source, Customer Experience and more. Working with resellers, systems integrators MSPs and consultants, our sales and marketing teams provide industry leading IT products, services, and training through hundreds of contracts. Founded in 2004, Carahsoft i s headquartered in Reston, Virginia and employs more than 3,200 professionals dedicated to serving our Public Sector and Healthcare customers and partners. Vendor and Partner Relationships – In addition to establishing strategic, long-term relationships with the industry’s leading manufacturers, our partner ecosystem encompasses more than 4,000+ government contractors, resellers, and integrators who we support and enable with an entire suite of value-added opportunities that run the gamut from training/certification and pre-sales support to lead generation and business development. Proven Execution – Carahsoft has deep expertise in government contracting and procurement. We manage and maintain a wide variety of government-wide and agency-specific purchasing contract vehicles and purchasing agreements for agencies at the state, local, and federal levels. As a result, we now serve as the largest government partner for the majority of our vendors, who have also entrusted other major aspects of their businesses to Carahsoft including partner enablement, commercial sales, renewals and upsell, and help desk services. Contract Vehicles – Since 2004, Carahsoft has acquired and maintained a wide variety of purchasing contract vehicles for agencies at all levels of government. Associated with all contracts are dedicated and experienced contract management resources. A list of available contracts can be found at www.carahsoft.com/contracts/index.php. escribemeetings.com | 38 Growth & Stability – A stable, conservative, and profitable company, Carahsoft has demonstrated impressive growth year after year, with annual revenue of $3.4 million in our first year in 2004 to over $16.4 billion in 2023. In a single month, September of 2023, our team of dedicated, highly trained marketing, sales, contracting, and business operations experts processed 21,564 orders worth more than $2.9 billion. Awards and Industry Recognition – Carahsoft receives awards for our excellent performance yearly. For more information on the hundreds of awards we have received please visit our website at https://www.carahsoft.com/awards. RFP Response Contact Details eScribe will make itself available for any follow-up activities to support this RFP process. Should you have any specific questions about this document please feel free to contact: James Coulen Senior Account Executive 416-890-9808 jcoulen@eScribemeetings.com escribemeetings.com | 39 Insurance eScribe will provide the City a Certificate of Insurance that coheres to the requirements li sted in the RFP. A certificate of insurance is typically provide when both parties have entered into a signed agreement. Purchase and License Agreement eScribe typically uses our own subscription agreement as it is tailored for SaaS software agreements. With that being said, we can work with the City’s agreement, we just wouldn’t have our legal counsel involved to review/redline until an award or shortlist of eScribe has been announced. If there are any issues with this, please let us know. Required Documents/Appendicies: Appendix A - Functional Requirements This document has also been uploaded as a separate excel file in planet bids. Item Role Based Security and Admin Control Features Version Vendor Response Vendor Comments 1 Role-based access control with permissions based on user roles. FP eScribe provides role based permissions for different users in the system. Administrators have full control, contributors are typically report writers and individuals involved in a workflow/approval and participants are elected official roles. 2 Creation of unlimited users and system administrators to access the system.FP eScribe supports unlimited amount of users in the system. 3 Access limited to a department-or division-level (e.g., a staff member in Public Works can only view agenda items related to Public Works until the agenda is finalized).FP Standard Functionality 4 Specified users able to create agendas, while others only be able to submit agenda items.FP Standard Functionality based on role based permissions 5 Allow only system administrators to add/update/delete users.FP Standard Functionality Item Agenda Template Features Version Vendor Response Vendor Comments 6 Create, edit, and manage agendas for various meeting types (e.g., City Council, Commissions, Committees, etc.).FP eScribe supports an unlimited amount of agenda meeting types and has configurable options available for the City to utilize without the need to reach out to eScribe. 7 Customizable agenda templates for legislative bodies (e.g., City Council, Commissions, Committees, etc.) and different meeting types (e.g., regular, special, study session, closed session, joint meeting, etc.) without vendor support.FP eScribe supports an unlimited amount of agenda meeting templates and has configurable options available for the City to utilize without the need to reach out to eScribe. APPENDIX A - Agenda Management and Live Streaming Software Functional Requirements escribemeetings.com | 40 8 Define unique and standard agenda templates for each meeting type to ensure consistent formatting and structure, but can still be updated as needed. FP Standard Functionality 9 Allow users to clone an item from a previous agenda to a new agenda.FP eScribe has the ability to duplicate an agenda item 10 Confirms that all agenda items are ‘Approved’ before compiling the agenda.FP This is done through workflows and approvals 11 Notify the agenda administrator of which items need to be reviewed/approved before compiling agenda.FP Administrators can see where items are within a workflow and can also have a dashboard to show when items are approved to add into the agenda 12 Assign item numbers to agenda items based on placement.FP Standard Functionality 13 Categorize agenda items by topic, department, or priority.FP Agenda items would tie to the department and can be associated to specific categories in the agenda template Item Agenda Item Template Features Version Vendor Response Vendor Comments 14 Create, edit, and manage agenda items for various meeting types (e.g., City Council, Commissions, Committees, etc.).FP Standard Functionality 15 Allow users to submit agenda items for review and inclusion.FP This is done through workflows and approvals 16 Real-time editing, commenting, and collaborative note- taking among users with version control. FP Agenda items are created in Microsoft Word documents which has real time editing, collaboration and track changes can be utilized. eScribe also has a built in version history to revert back to previous versions if needed. 17 Advanced search functionality with filters for quick retrieval of documents and past agenda items.FP eScribe has internal search functionality with filters 18 Customizable agenda item templates for legislative bodies (e.g., City Council, Commissions, Committees, etc.) and unique agenda item templates for different meeting types (e.g., regular, special, study session, closed session, joint meeting, etc.) without vendor support.FP Agenda item templates can be different for legislative bodies. Agenda item templates are created in MS Word and can be adjusted by the City without the involvement of eScribe 19 Separate sections within agenda item reports with the ability to include prepopulated text into specified sections to ensure format consistency and standardized report writing.FP Prepopulated Text can be used in the Microsoft Word templates for agenda item reports. 20 Capture initials of staff listed on the 'From:' line of an agenda item report.NA Currently this feature is not available. A staff member could insert their initials manually on a From line but right now this does not autopopulate 21 Capture signature of staff who prepared, reviewed, and approved a report, and include the signatures at the bottom of the agenda item report.FP Signatures are available for the approvers of a report and will be located at the bottom of the agenda item report 22 Automatically update the applicable sections on the agenda when it is changed in the agenda item report. FP Changes in an agenda item report would typically be done before added into the actually agenda itself. These changes would be reflected when adding the item into the meeting. 23 Word processing and editing capabilities that provide functionality without affecting agenda item report template and format (e.g., uploading and/or building tables, graphs, photos, copying and pasting from other documents/software, such as word processors and spreadsheets, changing fonts, highlighting text, etc.).FP eScribe utilizes Microsoft word for agenda item report templates which allows staff to use Word processing and editing capabilities including adding tables, pictures, charts graphs etc.. 24 Ability to print the report as a PDF for reviewing the agenda item report as it will appear on the agenda.FP All agenda item reports will be converted to PDF when created the agenda package. None of the formatting gets adjusted from the Word to PDF conversion. 25 Upload different types of supplemental attachments to agenda item reports (e.g., TIFF, JPEG, Mpeg, GIF, Doc, PDF, PNG, PPT, XLS, etc.) with unlimited file size, OCR documents to allow the search of text within documents, and version control. CO eScribe allows to attach supplemental documents. eScribe does have a cap of 250mb for attachements. Documents will still be searchable. There is no built in version control on attachments 26 Classify specific supplemental attachments as 'Confidential' within system and not include them in final agenda.FP When generating the agenda package, Supplemental attachements that are confidential can be excluded. 27 Automatically convert supplemental attachments to PDF for printing and distribution.FP Standard Functionality 28 Reorder attachments within respective agenda item report via a drag and drop option.FP Standard Functionality 29 Clone previously approved agenda item reports to use for future agendas.FP Previously approved item reports can be duplicated. 30 Assign unique identification number to agenda item reports. FP eScribe can have a unique identification number to agenda item reports that would tie to the meeting type. escribemeetings.com | 41 Item Workflow System Features Version Vendor Response Vendor Comments 31 Create custom review and approval workflows based on departments, user role, and agenda item report template. FP Agena item report templates and Approval workflows can tie to the different meeting types and departments. Reviews of documentation would be outside of an approval process and done through email and real time MS Word collaboration. 32 Redirect workflow to another user when user is out of the office or would like another user to review an agenda item report.FP eScribe has the ability to set up delegates to be able to approve an item on someone's behalf or when they are out of the office 33 Add or remove users in the workflow, regardless of the workflow status.FP Administrators can add or remove users from a workflow 34 Create ad-hoc workflows regardless of agenda item report type. FP eScribe has the ability to allow for ad hoc worfklows created by an administrator. Ad hoc users can be added to an existing workflow. 35 Modify, approve, and monitor progress and history of agenda item reports in real time.FP The status of a workflow with workflow/approval history can be viewed in real time. 36 Edit system workflows configurations without vendor support.FP Standard Functionality 37 Ability for system administrators to see the status of agenda items moving through the workflow and be able to extract a report regarding the status of agenda items to provide to the City Manager.FP Administrators can generate an excel report of agenda items and their status with our Forecast report 38 Ability for system administrators to bypass workflows completely to finalize agenda items.FP Administrators can immediately approved agenda items if needed. 39 Reject agenda items and redirect to a specific user within the workflow for further review without restarting the workflow. CO In approvals, if an item is rejected and requested changes, it would restart the workflow so that all users in that specific approval group will see the new changes to that agenda item. Approvers can put in comments when rejected or can have access to make the changes on the item itself. 40 Make comments on user's review before user approves the agenda item report and forwarding to the next user in the workflow for review.FP Reviewers would typically make their comments before the item has gone through the approval process. Approvers can make comments in the process to notify the author when approving or rejected. 41 Keep a log of changes and identify user edits (version control) to the agenda item report. FP eScribe has a built in version history of the agenda item where they can see what changes were made and revert back to previous versions if needed. Track changes within the MS Word item repot can be turned on if needed. Item Email Notification Features Version Version Version 42 Send email notifications with customizable messages, related to agendas and agenda item reports. CO eScribe does provide email notifications related to agenda item reports during the approval process but the message is not customizable. When items are being reviewed, users can type in their out email messages to those that it is being shared with 43 Send email notifications for agenda item reports that need review or have been rejected for further review.FP In the approval process, email notifications are sent to the author when approved or rejected 44 Send email reminders when an agenda item report is in the queue of a user for more than two (2) business days.FP eScribe does support email reminders during the approval process with due dates. escribemeetings.com | 42 Item Agenda and Document Item Search Features Version Version Version 45 Search capabilities to allow users to search for any item within the system.FP Standard Functionality 46 Draft items owned by certain departments does not show up in the search for view by other departments or users.FP This would tie with user based permissions. Administrators can view all draft items. 47 Finalized items and/or respective department draft items displayed when searched by respective department users.FP Standard Functionality 48 All finalized and department draft items displayed when searched by system administrators.FP This would tie with user based permissions. Administrators can view all draft items. Item Agenda Packet Compilation Features Version Version Version 49 Ability for system administrators or agenda administrators to compile and publish agenda packets quickly.FP Standard Functionity. Packages are created with one click of a button. 50 Create a consolidated agenda packet in a PDF format with no file size limit and with PDF bookmarks to navigate each agenda item and its corresponding attachments.FP Standard Functionality 51 Agenda packet has the same look and feel as the PDF file when printed for distribution.FP Standard Functionality 52 Generate an online version of the agenda on the public-facing portal that provides links to each agenda item and corresponding agenda item attachments.FP eScribe supports both HTML and PDF versions of the agendas and minutes. 53 Add page numbers to the agenda packet, with the page number shown consistently in the combined PDF agenda packet and linked-document version of the agenda packet.FP Standard Functionality 54 Review a draft version of the agenda and rearrange items within the agenda via a drag and drop option before final publishing, and automatically update pages numbers, layout, etc. in alignment with any changes to agenda packet before publishing.FP Standard Functionality. When reordering the agenda, items can be drag and drop. 55 Ability for republishing of agenda without having to redo previous edits if there are additional changes to the agenda after publishing.FP Standard Functionality Item Enforcing Deadlines Features Version Vendor Response Vendor Comments 56 Ability for system administrators to add a cutoff date/time to lock an agenda to prohibit users from adding new agenda item reports.FP Standard Functionality. Submission deadlines can be enforced on meetings. 57 Ability for system administrators to override cutoff date/time and push agenda items through. FP Standard Functionality Item Public-Facing Repository Features Version Vendor Response Vendor Comments 58 Provides a public-facing repository with similar look and feel to the City's website that maintains all agendas, minutes, public comments, staff reports, supplemental videos, etc. to ensure compliance with the California Brown Act.FP eScribe can integrate into any website provider and displays information on an iFrame including agendas, minutes with all supporting documentation, public comments and videos 59 Ability for full-text search of all items, within public- facing repository with the ability to narrow down by date range and/or meeting groups.FP eScribe provides the ability for the public to search within the iFrame embedded on the City's website. 60 Ability to list each City Council, Commission, Committee, etc. and its respective members and their current elected and/or appointed term, with the ability to add a picture/headshot for each member within public-facing repository.FP Standard functionality with eScribe's Board Manager module. This information will also be displayed in an iFrame on the City's websites and can include information on term with pictures etc.. 61 Capability for the public to easily subscribe to receive agenda notification emails, including the link to the agenda.v6 NA Currently on the road map for email distribution lists. Estimated timeline would be mid to late 2025. 62 Ability for system administrators to download reports detailing the number of subscribers or any other analytics information.v6 NA Currently on the road map for email distribution lists. Estimated timeline would be mid to late 2025. 63 Embedded Google translate widget on public-facing repository to allow the public to translate agenda and agenda items to different languages.NA If members of the public have the google translate widget installed on their browser, they can translate the agendas and information to different language. This is done outside of eScribe's software. Item Live and On Demand Video and Audio Streaming Version Vendor Response Vendor Comments 64 Capability to live stream meetings to the public via the software interface and/or public-facing repository.FP eScribe's Webcasting Plus will allow a live stream on the City's website for the public to access via the web. 65 Record meetings for later playback and archiving under respective meeting date for on-demand viewing with navigation controls at any time via the software interface and/or the public-facing repository.FP Standard functionality 66 Stream meetings live and publish videos in multiple media types for viewing on various device type and software (e.g., Windows, Apple, tablets, mobile devices, etc.)FP Videos are streamed and available in MP4 format. escribemeetings.com | 43 67 Stream to multiple platforms simultaneously (e.g., YouTube, Facebook, City's website, etc.).FP eScribe can push the video feed to the City's website and also to social media platforms like Facebook and YouTube. 68 Download videos from software to post on YouTube.FP Videos can be downloaded if needed. 69 Unlimited storage for playback videos within software and/or public-facing repository.FP Unlimited Video Storage is included. 70 Adjustable video quality settings to accommodate different internet speeds and device capabilities.FP Video quality adjustment is available. 71 Provide closed captioning and Americans with Disabilities Act requirements for live streams to ensure accessibility.FP eScribe does have an optional unlimited live closed captioning module that can provide a live closed caption feed on any meeting using the encoder. 72 Ability to add live annotations or highlights during the stream for emphasis.NA This would not be done within eScribe. 73 Synchronize live streams with agenda items, allowing viewers to follow along with the meeting agenda.FP Standard functionality 74 Analytics on viewership, engagement, and feedback from live streams.FP eScribe can provide Google Analytics on the viewership but does not provide survey functionality. 75 Redundancy measures to ensure continuous streaming in case of technical issues.FP The encoder has built in storage to continuously stream/record in case of internet connectivity issues 76 Access control to restrict or allow specific viewers based on predefined criteria.NA This feature is not supported 77 Automated notifications to subscribers or stakeholders when a live stream is about to start.NA This feature is not supported 78 Intuitive interface for managing live streams, including starting, stopping, and monitoring stream health.FP eScribe's live stream can be controlled directly in eScribe for stopping, starting, pausing the live stream. Monitoring stream health would be done on the backend. 79 Bandwidth available for streaming to scale to a minimum of 100 concurrent connections with 200MB download speeds for meetings. FP Standard functionality 80 Seamless integration with social media platforms for wider dissemination of live streams.FP Standard functionality with YouTube and Facebook Live. 81 Interactive timelines/"jump to points link" in recorded videos to jump to specific agenda items or speakers.FP Standard functionality 82 Detailed analytics to understand engagement levels and viewer demographics.FP eScribe can provide Google Analytics on the viewership 83 Scalability to support a large number of concurrent viewers with load balancing features to ensure smooth streaming.FP Standard functionality Item Miscellaneous Features Version Version Version 84 Ensure compliance with WCAG and other accessibility standards. FP eScribe's HTML posting is compliant with WCAG as long as all the support documentation has been run through an accessibility checker. eScribe does not control what documentation staff attach. 85 Mobile-friendly interface or dedicated apps for accessing and managing agendas on the go, and personal note taking.FP eScribe does have an app available for Elected officials on an iPad or Windows 10 device. eScribe is also 100% Web- Based and can accessed through any web browser. 86 Integration with Laserfiche.FP eScribe does have an integration to Laserfiche and has listed it as an optional module in the pricing section 87 Integration with GoToWebinar to allow meeting attendees to observe the meeting from home.FP eScribe's encoder can tie to a presentation computer that is running a GoTo Webinar and live stream that feed on the City's website to allow for remote meetings 88 Tools for gathering public feedback on agenda items through surveys, comment sections, or forums. FP eScribe has a Public Comments module that can allow members of the public to make comments on agenda items that an administrator has allowed. Drop down "Polls" can be included in the form. Ex.. In favour, Against etc.. 89 Detailed logs of all user activities and changes for accountability and auditing.FP eScribe's version history for agenda item reports provides an audit trail 90 Customizable reports and dashboards with key performance indicators (KPIs) and data insights.CO eScribe does have a built in reporting tool that the City can configure on drop downs and export to excel. 91 Comprehensive training resources, user guides, and customer support.FP eScribe provides a learning management sytem to allow staff to take training at their own pace. eScribe also provides workshops with our Trainings and online resources 92 Compliance with legal and regulatory requirements for document archiving and retrieval.NA This is typically achieved through a records management system 93 Scalable architecture to accommodate growing data volumes. FP Standard functionality 94 Analytics on agenda items added by user groups and/or departments, and number of agenda item types (e.g., consent calender, city council consideration, public hearing, etc.)FP eScribe has a report for agenda items and forecast of items to be able to filter out on users/departments and export if needed. This will also show where within the agenda it is associated to. escribemeetings.com | 44 Appendix B – Sub-Consultants No subconsultants will be used. 95 System includes standard reports used to track and manage key data.FP eScribe has pre-built reports available that are configurable with filters. 96 System includes reporting tool to generate custom reports, if needed.FP eScribe has pre-built reports available that are configurable with filters. Customization of the reports would be done within the exported data outside of eScribe 97 Detailed system documentation is included to guide users through the workflow processes.FP This information would be available in our learning management system. 98 Minimum download speeds of 200 mb/s for agenda packets, reports and corresponding attachments.FP This would be based on the bandwidth available at the City. Item Meeting Minutes Features Version Vendor Response Vendor Comments 99 Collect actions, motions, and votes during City Council, Commissions, Committee meetings and create meeting minutes.FP Standard Functionality 100 Record motions and logs mover and seconder of agenda items.FP Standard Functionality 101 Record votes on consent calendar and individual agenda items.FP Standard Functionality 102 Create default meeting minute templates with default text for minutes, motions, and voting for 'Action-Only' meeting minutes.FP Minute templates can be created in eScribe including default text for motions/minutes etc.. 103 Create a staff attendee list for each meeting type, with the ability to track name and title of staff attending in person or telephonically. FP Attendance is tracked in eScribe based on the attendee group for that meeting. Notes can be added beside an attendee to specify if they are in person or telephonically. 104 Approval workflows for agenda minutes.FP Minutes can be sent through a workflow the same way as the agenda item reports. escribemeetings.com | 45 Appendix C – Company Profile Questionnaire APPENDIX C – COMPANY PROFILE QUESTIONNAIRE Each vendor shall complete the “Appendix C - Company Profile Questionnaire” template. If multiple firms or sub-contractors are being proposed, please complete a questionnaire for each firm / sub-contractor company as well. Question Answer Organization name and corporate location. Role in proposed project (solution provider, system integrator, subcontractor, etc.) What is your organization’s primary business? Please list all the major products / solutions provided by your company. Is your organization a subsidiary to a larger parent company? If so, whom? and for how long? If your response to the above question is yes, then how long has your parent company been providing similar software solutions? How long does your parent company plans to support the software being proposed and if your parent company guarantees the supporting and maintaining of the proposed software solution? Length of time your organization (not parent) has been in business providing this software solution? Organization Ownership / Legal Form (For Corporation – State of Incorporation) Office locations U.S. Number of installations for proposed version U.S. Worldwide escribemeetings.com | 46 Appendix D – Sample Subscription Agreement Subscription Agreement Page 1 of 25 Confidential Subscription Agreement 2023 This Subscription Agreement (the "Agreement") is entered into XXX day of XXX, 2023 by and between eScribe Software Ltd. (“eScribe”) and [XXX] Customer (each a “Party” and collectively, the “Parties”). This Agreement, together with any appendices referenced and attached, govern the Customer’s subscription to the eScribe product. eScribe Terms and Conditions 1. Overview of eScribe eScribe’s service is a proprietary software application and platform for the purpose of meeting and agenda automation which it makes available as services via the internet. eScribe includes online storage space for storing, retrieving and sharing Customer Content (as defined below). 2. Definitions The terms below have the following meaning: A. “Customer Content” shall mean the content, documents, audio and video uploaded or inputted to the Services or created, produced by the Customer during Use of the Services. B. “Data Storage” refers to the online electronic secure storage of all Customer Content during the Use of the Services. C. “Documentation” includes any and all printed or electronic guides and manuals, including sales, marketing and training materials provided by eScribe for the proper Use of the Services. D. “Implementation Services” refers to the configuration, training, and other services set out in Appendix C. E. “Legacy Data” refers to the ongoing Data Storage of Customer Content from previous Term(s) as set out in Appendix D. F. “Personal Information” means information which relates to an identified or identifiable individual, and includes any information defined from time to time as “personal information” under applicable Privacy as defined herein. G. “Privacy Laws” means applicable laws and regulations relating to privacy, data protection, or data security. Subscription Agreement Page 2 of 25 Confidential Subscription Agreement 2023 H. “Services” or “Software” means the provision of the software service known as “eScribe”, together with any services provided, including the applications for access to the eScribe site, System Upgrades and interfaces made available to the Customer in connection with eScribe. I. “Support Services” shall mean the technical support for the Customer’s use of eScribe as made available under eScribe's Support Services set out in Appendix B. J. “Taxes” refers to all present or future sales tax, consumption tax and similar taxes. K. “Usage Data” refers to the data generated automatically through access or use of eScribe, including but not limited to user log-in data, date and time stamps, device details such as browser type and operating system, IP address, feature usage, product settings and configuration, activity records, and associated log data and metadata. For the avoidance of doubt, Usage does not include Customer Content. L. “Use” shall mean the ability for the Customer to login with username and password and access the Services via the internet. M. “You or Your” refers to Customer, as defined in the preamble of this Agreement. 3. Operations 3.1 Software, Implementation Services. eScribe shall provide the Software, Implementation Services, and the Documentation to the Customer subject to the terms of this Agreement. The Implementation Services will be provided in a professional, timely, and competent manner. eScribe shall take appropriate steps to carry out the Implementation Services to the reasonable satisfaction of the Customer. 3.2 Availability of Service. eScribe shall make the Services available twenty- four (24) hours a day, seven (7) days a week, and will credit the Customer 10% of the equivalent monthly Subscription Fees listed in Appendix A for each three (3) hour period for which the Services are unavailable for Use by the Customer in a monthly period. "Uptime" and "Downtime" is recorded and calculated on a monthly basis and will be applied as a credit towards the annual Subscription Fees listed in Appendix A, for the next year. Downtime does not include scheduled outages for software updates, Subscription Agreement Page 3 of 25 Confidential Subscription Agreement 2023 server or network maintenance (which will generally be scheduled for weekends or after midnight eastern time), notification of which will be provided to the Customer’s designated Support Contacts five (5) days in advance. Unsuitable Customer operating environment, including, but not limited to, inadequate end user computer configuration, installed third party software, internet connection issues or general internet congestion issues are excluded from any downtime calculations. Account credits of eScribe for any twelve (12) month period are hereby limited to a maximum of twenty percent (20%) of the annual Subscription Fees listed in Appendix A paid by the Customer during the prior twelve (12) month period up to the outage. Downtime is measured from the time that a trouble ticket is registered with Support Services by the Customer for the Services being unavailable for Use or the time that eScribe becomes aware that the Services are unavailable for Use (whichever is earlier), to the time the problem is resolved, and the Services are restored. In the event that eScribe becomes aware that the Services are unavailable for Use, eScribe shall notify the Customer immediately. 3.3 Support Services. During the Term of this Agreement, eScribe will provide the Customer the Support Services as described in Appendix B. 3.4 Access. eScribe will provide access to users designated by the Customer. eScribe may deny access to the Service if it has reason to believe that a login or password has been lost, stolen or compromised or is used contrary to the terms of this Agreement or threatens the security of Customer Data, the eScribe Service, or other users. You are solely responsible for all acts or omissions of any person using eScribe through assigned logins or passwords, or integrated access methods like Azure Active Directory. Use of eScribe via Customer logins and passwords, or integrated access methods is deemed to have been authorized by the Customer. If any of the Customers logins, passwords or access methods are lost, stolen or compromised, the Customer will promptly notify eScribe. Upon receipt of such notice, the affected logins and passwords will be cancelled or suspended as soon as is reasonably practicable, but the Customer remains responsible for any actions prior to our receipt of that notice. Customer may not make available the Service for Use by any third parties. 3.5 Usage Data. eScribe may collect and process Usage Data to (a) provide Services and associated support to Customer; (b) manage and secure its technical infrastructure; (c) develop and improve its products and services; (d) communicate with Customer about your use of the Services and Subscription Agreement Page 4 of 25 Confidential Subscription Agreement 2023 provide recommendations regarding additional offerings; (e) enforce the terms of this Agreement or other contractual terms; (f) prevent abuse and fraud; (g) perform statistical analyses; and (h) for its internal business purposes. eScribe may share Usage Data with its affiliates and third-party service providers for these purposes, or as otherwise required or permitted by applicable law. 3.6 Customer Content Retrieval. During the Term of this Agreement, the Customer may retrieve Customer Content from the Services at any time and, within ten (10) days of the Customer’s request, eScribe will make available any Customer Content that is stored in native file format (Word, Excel, PowerPoint, PDF, MP4). 3.7 Privacy. eScribe will comply with its obligations under all applicable laws and regulations related to the operation of the Services, including all applicable Privacy Laws. 4. License and Related Terms. 4.1 License Grant. During the Term and subject to You and Your Users’ ongoing full compliance with the terms and conditions set forth in this Agreement, eScribe (a) grants Customer, solely for your internal and legitimate purposes, a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to access and use the modules of the Service as set forth in your subscription. 4.2 Commitments and Restrictions. Customer and Your Users shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services, the Software or the eScribe Sites available to any third party; (b) modify, copy or create derivative works based on eScribe or the Software; (c) frame or mirror any content forming part of or all of the Services or the eScribe Sites, other than on your own intranets or otherwise for your own internal business purposes as permitted by this Agreement; (d) reverse engineer, disassemble, decompile or otherwise attempt to imitate, derive or discover the source code for the Software; (e) provide non-Users with access to the Services, the Software or eScribe Sites, whether directly or through a service bureau, commercial time-sharing arrangement, or application service provider arrangement; (f) use the Services, the Software or the eScribe Sites to provide outsourcing or training services to non-Users; (g) otherwise market the Services, the Software or the eScribe Sites to third parties without Subscription Agreement Page 5 of 25 Confidential Subscription Agreement 2023 eScribe’s written permission; (h) access or use the Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Services or the Software; (i) use the Service for any illegal or unauthorized purposes or beyond the scope of the this Agreement; or (j) breach or attempt to breach the security of any platforms or applications in the Services or the Software. 4.3 Rights to Intellectual Property. eScribe grants no other right or license to any of its or its affiliates’ intellectual property to You by implication, estoppel or otherwise. You acknowledge and agree that eScribe or its affiliates (as applicable) owns all right, title, and interest in, to, and under such intellectual property and that you shall not acquire any proprietary rights therein. Any use by You or Your Users of any of such intellectual property and all goodwill and other rights associated therewith shall inure to the benefit of eScribe or its affiliates (as applicable). 4.4 Customer Responsibilities. You are responsible for Your Users’ use of the Services. You will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content; (b) ensure that each User has all necessary permissions, consents, approvals, and licenses for and to the Customer Content; and (c) comply with all applicable local, state, federal and foreign laws, or regulations in connection with each User’s use of the Services. You shall not transfer or assign Your eScribe account privileges to a third-party without eScribe’s prior written consent. Users are authorized to use the Services only for Your legitimate activities. As between You and eScribe, You shall be solely responsible for, and eScribe shall have no responsibility for, monitoring and policing the adherence of Users to all applicable laws, regulations, duties, and obligations with respect to accessing, distributing, and using Customer Content. You acknowledge and agree that eScribe is not responsible or liable in any way for any Customer Content and has no duty to pre-screen such content. However, eScribe reserves the right to remove Customer Content from the Site at any time, without prior notice, if eScribe in its sole discretion concludes that the Customer Content may violate applicable law. 4.5 Feedback and Improvements. The Customer acknowledges and agrees that eScribe shall own all rights, title, and interest, in and to any improvements to the Services, or any new programs, upgrades, modifications or enhancements to the foregoing, whether developed by eScribe or Customer in connection with rendering the Services to You. In the event that the Customer provides any feedback, ideas, suggestions proposals, refinements or other improvements (collectively, “Feedback”), Subscription Agreement Page 6 of 25 Confidential Subscription Agreement 2023 the Customer hereby irrevocably transfer and assign to eScribe all rights, title, and interest which Customer may have in such Feedback. eScribe shall have the right, but not the obligation, to use any such Feedback to improve any or all parts of its Services or Software and in the event that eScribe does incorporate such Feedback, it shall solely retain all right, title and interest in such Feedback. In the event that such Feedback does not automatically transfer to and vest in eScribe, You hereby grant an exclusive, irrevocable, transferable, sublicensable, royalty-free, fully paid- up license to eScribe and its affiliates to use the Feedback for any purpose without notice or restriction. 4.6 4.7 Ownership of Customer Content; Disclaimer. As between You and eScribe, You exclusively own all rights, title and interest in and to all Customer Content provided by You to eScribe Sites or under the Services. You acknowledge and agree that eScribe’s custodial function is limited to the technical operation and maintenance of the Services and shall not extend to any fiduciary or other duty of care related to management of the sourcing, posting, accessing, use, or receipt for any Customer Content, or any functioning which utilizes the Service. 5 Confidentiality 5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), including any intellectual property or proprietary rights, that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as “Confidential” and/or “Proprietary,” or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information of eScribe shall include the terms and conditions of this Agreement (including pricing and other terms reflected hereunder), provision of the Services, screenshots of eScribe, pricing in proposals, business and marketing materials, technology and technical information, product designs, and business processes. The Customer’s Confidential Information shall include the Customer Content. Notwithstanding the foregoing, eScribe may disclose the existence and terms of this Agreement, in confidence, to a potential purchaser of or successor to any portion of such Party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all the assets of any business, division, or group of such Party. Confidential Subscription Agreement Page 7 of 25 Confidential Subscription Agreement 2023 Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party, which can be demonstrated with clear and convincing evidence; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. 5.2 Confidentiality and Non-Disclosure. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing this Agreement and certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Section 5. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, and in no event shall it use less than a reasonable degree of care. 5.3 Compelled Disclosure. If the Receiving Party is compelled by law or legal process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted), provide reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure and only make such disclosure, in both manner and content, as required by such law or legal process. 5.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate. 5.5 Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality and non- Subscription Agreement Page 8 of 25 Confidential Subscription Agreement 2023 use set forth in this Section shall continue in perpetuity. 6 Pricing and Payment 6.1 Subscription Fees. The first year’s Subscription Fees and the Implementation Fees, as described in Appendix A, will be invoiced as of the date of this Agreement and will be due according to the terms of the invoice. The Subscription Fees are due annually thereafter and will increase from the previous year’s Subscription Fees by six percent (6%). eScribe may implement revised Subscription Fees for the Renewal Term, as defined in Section 7.1, by giving written notice of such price changes to You at least ninety (90) days prior to the expiration of the current Term, and that pricing will take effect unless You elect to terminate this Agreement in accordance with Section 7. 6.2 Implementation Fees. The Implementation Fees listed in Appendix C are assessed for remote participation by eScribe personnel during the onboarding process. Optionally, should the Customer wish to have eScribe personnel attend onsite during the onboarding process, additional travel and living expenses would apply in addition to the Implementation Fees listed in Appendix C. 6.3 Legacy Data. If Legacy Data fees apply, it will be added to the annual Subscription Fees as set out in Appendix D. 6.4 Overdue Payments. All payments are due thirty (30) days from the date of invoice. Any invoiced amounts (excluding those subject to good faith dispute), not received by eScribe by the due date may accrue, at eScribe’s discretion, late charges at the rate of twelve percent (12%) per annum, or the maximum rate permitted by applicable law, whichever is lower, from the date such payment was due until the date paid. In addition, Customer shall be responsible for reasonable attorneys’ fees and other reasonable costs of collection in the event of nonpayment by the Due Date. 6.5 Taxes. All fees and other charges set forth in this Agreement are exclusive of any and all applicable Taxes due to eScribe from Subscription Agreement Page 9 of 25 Confidential Subscription Agreement 2023 Customer. Payment of all applicable Taxes shall be the responsibility of the Customer. If any such Taxes has to be withheld under this Agreement, Customer shall increase payment under this Agreement by such amount as to ensure that eScribe has received an amount equal to the payment otherwise required after such withholding or deduction. 6.6 Nonpayment and Suspension of Services. If any portion of the Customer invoice is more than thirty (30) days past due, in addition to any of its other rights or remedies under this Agreement or by applicable law, eScribe reserves the right to suspend access to the Service, but only if such past due account is not paid within five (5) business days after written notice of eScribe’s intent to exercise its right to suspend hereunder. Any such permitted suspension shall be without liability to the Customer and may continue until such amounts are paid in full. 7. Term 7.1 Term of Agreement and Subscription. The term of this Agreement commences on the date of this Agreement for a period of three (3) years (the “Term”) and will automatically renew for an additional term of equal length (“Renewal Term”) unless notice of cancellation is received 60 days prior to the expiry of the Term. 7.2 Early Termination. This Agreement may be terminated by either Party prior to the end of the Subscription Term as follows: (a) If either party is adjudged bankrupt, becomes insolvent, makes an assignment for the benefit of creditors, bankruptcy or insolvency proceedings are instituted by or against such party, and such proceedings are not removed within sixty (60) days (an “Event of Bankruptcy”), then the party affected by such an Event of Bankruptcy must immediately give notice thereof to the other party, and the other party at its option may terminate this Agreement upon written notice to such affected party, (b) in the event that a Party materially breaches an obligation hereunder and fails to cure such breach within thirty (30) days after being notified thereof in writing, the non- breaching Party may terminate this Agreement at any time thereafter that the breach is continuing by providing written notice to the breaching Party, (c) by either Party for Force Majeure as defined in Section 14.7. Subscription Agreement Page 10 of 25 Confidential Subscription Agreement 2023 7.3 Termination Penalties. If this Agreement is terminated by the Customer, or the Customer downgrades their subscription during the first year of the Term, for any reason other than a material breach of this Agreement on the part of eScribe, the Customer will be liable for the First Year Subscription Fees as invoiced, and a termination or downgrade penalty amounting to 35% of the remaining Subscription Fees due for Years Two and Three of the Agreement. If the Customer terminates or downgrades their subscription during the Second Year of the Term, for any reason other than the material breach of the Agreement by eScribe, the Customer will be responsible for Second Year Subscription Fees in full as invoiced, and a termination penalty amounting to 25% of the remaining Year Three Subscription Fees. If the Customer terminates or downgrades their subscription during the Third Year of the Term, for any reason other than the material breach of the Agreement on the part of eScribe, the Customer will be responsible for the Third Year Subscription Fees in full as invoiced without any additional penalty. If the Customer terminates or downgrades their subscription during a Renewal Term for any reason other than material breach, the Customer will remain responsible for 15% for any remaining Subscription Fees due for the Renewal Term. 7.4 Post Termination Obligations. Termination of this Agreement shall not limit either Party from pursuing any remedies available to it, including injunctive relief. Agreement termination, other than by the Customer in accordance with Section 7.2, shall not relieve You of Your obligation to pay the entire Subscription Fee for the applicable Term and all other applicable fees, if any due for the use of the Services. Following any termination pursuant to Section 7.2, eScribe shall refund to the Customer the prepaid but unused portion of the Subscription Fee for the then- current Subscription Term (prorated based on the number of whole months left in the then- current Term). 7.5 Effect of Termination. Following the termination or expiration of this Agreement, including your Subscription, (a) eScribe will convert Your Account to an inactive status, (b) Customer must immediately cease (and eScribe can block) Your accessing and using the Services and (c) Customer will retrieve all Customer Content no later than thirty (30) days after termination. After the thirty (30) day period, eScribe will delete or destroy all copies of Customer Content in its possession or control, unless legally prohibited and upon request, provide the Customer with a certificate of destruction. 7.6 Surviving Provisions. In the event this Agreement is terminated, any provision which must survive in order to allow the Parties to enforce its Subscription Agreement Page 11 of 25 Confidential Subscription Agreement 2023 meaning shall survive, including without limitation, Sections 4.3 (Rights to Intellectual Property), 4.5 (Feedback and Improvements), 5 (Confidentiality), 6 (Pricing and Payment) (until all amounts due hereunder are paid in full), 7.4 (Post Termination Obligations), 7.5 (Effect of Termination),7.6 (Surviving Provisions), 8.5 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification) and 14.3 (Survival). 8. Warranties and Disclaimers. The following representation and warranties are applicable at the execution of this Agreement and during the Term: 8.1 Mutual Warranty. Each Party represents and warrants to the other that it has the legal capacity and right to execute this Agreement; that the signatory has the authority to bind the applicable organization; and when executed and delivered, this Agreement will constitute the legal, valid, and binding obligation of each Party, enforceable in accordance with its terms. 8.2 Customer Warranty. The Customer warrants the Customer Content will not infringe on any copyright, patent, trade secret or other proprietary, privacy, or other right held by any third party, or violate any applicable law. 8.3 eScribe Warranty of Rights and Performance. eScribe warrants that: (a) it owns or otherwise has sufficient rights in the Software to license Customer to use the Service as stated in this Agreement, and (b) the Service will materially conform to and perform substantially in accordance with the Documentation. 8.4 Remedies for Breach of eScribe Warranty. In the event eScribe breaches Section 8.3 and is unable to substantially correct such deficiencies after good faith efforts and at a commercially reasonable cost within thirty (30) days of Your written notification of such non- conformance, Customer shall have the right, as Your sole remedy for such breach, to terminate the Agreement and receive from eScribe the prepaid but unused portion of the Subscription Fee for the then- current Subscription Term (prorated based on the number of whole months left in the then-current Subscription Term). 8.5 Disclaimer. eScribe EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 2 G, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, Subscription Agreement Page 12 of 25 Confidential Subscription Agreement 2023 HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 8. 9. Limitation of Liability In no event shall either Party be liable to the other Party or its personnel for any indirect, incidental, punitive, special, or consequential damages related to use of eScribe, or for any damages for loss of profits, business interruption, harm to any computer system, or any other commercial damages or losses, regardless of the theory of liability (contract, tort, or otherwise), even if the other Party has been advised of the possibility of such damages. Except as provided herein, eScribe’s total cumulative liability for damages, expenses, costs, liability or losses to You or any User arising out of or in connection with use of eScribe or any other matter under this Agreement is capped in the amount equal to Subscription Fees prepaid by You for the annual Term in which the alleged damage or liability occurred. 10. Indemnity 10.1 By eScribe. eScribe will defend and indemnify the Customer and its users against any claim, suit, action or proceeding against it alleging (a) harm originating in willful misconduct of eScribe or (b) that the Software or use of the Services in the manner and for the purposes authorized in this Agreement infringes any third-party patent or copyright. Notwithstanding any limitation of Section 9, and only to the extent of eScribe’s applicable insurance coverage, eScribe will defend and indemnify You and Your Users against any claim, suit, action or proceeding against You or Your Users alleging harm originating in grossly negligent breach of this Agreement by eScribe. In the event the Service or a component part thereof is held by a court of competent jurisdiction, or is believed by eScribe, to infringe or potentially infringe a third party’s rights, eScribe shall, with prior notice to the Customer, (i) modify, at its expense, the Service to be non-infringing; provided that such modification does not adversely affect the Service as set out in this Agreement, or (ii) obtain for Customer the right to continue Subscription Agreement Page 13 of 25 Confidential Subscription Agreement 2023 using the Service in its current state at no additional expense to the Customer, or (iii) if eScribe determines that neither of the foregoing options are reasonably available, eScribe may terminate this Agreement and refund any prepaid Fees to the Customer for which it has not received Services. 10.2 Procedure. If Customer is seeking indemnification, it must promptly notify eScribe in writing of the indemnifiable claim and provide the indemnifying Party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of the indemnified claim. An indemnifying Party will select counsel for defense of the indemnified claim and direct and control the defense. Provided the indemnifying Party is diligently conducting such defense, the indemnifying Party shall not be liable for any attorney’s fees of the indemnified Party. The indemnifying Party must obtain the indemnified Party’s written consent to any settlement (said consent not to be unreasonably withheld, conditioned, or delayed), except that no such consent shall be required if the settlement or compromise requires no payment of damages by the indemnified Party and does not admit any liability or determination against the indemnified Party or materially restrict the indemnified Party. 11. Insurance eScribe will at all times maintain sufficient insurance, appropriate for its industry and Service. At all times during the term of this Agreement, eScribe will maintain insurance coverage at least in line with the coverage and amounts specified in its current Certificate of Insurance. 12. Advertising Customer agrees that eScribe may use and disclose Customer’s name in its marketing material with prior written approval of the Customer, which will not be unreasonably withheld. 13. Trademarks Any trademarks and service marks (“Trademarks”) adopted by eScribe to identify the Services, Documentation and other products and services, belong to Subscription Agreement Page 14 of 25 Confidential Subscription Agreement 2023 eScribe. Nothing herein grants, or shall be construed to grant, to Customer any rights to such Trademarks. 14. General Provisions 14.1 Relationship of Parties. In all matters relating to this Agreement Customer and eScribe are independent contractors, and nothing in this Agreement shall be deemed to place the parties in the relationship of employer- employee, principal-agent, partners, or joint ventures. 14.2 No Third-Party Beneficiaries. This Agreement is not intended to create any rights in any person or entity who is not a party to this agreement, and no such rights are created hereunder. 14.3 Entire Agreement. This Agreement, including all Appendices, is the entire Agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties concerning the subject matter hereof. No amendment or modification of this Agreement shall be made except by written agreement of both parties. 14.4 Ride Along: The terms of this Agreement may be extended for use by other parties, including: municipalities, school boards and government agencies upon execution of an addendum outlining the associated Services and Fees applicable. This term is not intended to circumvent any procurement rules and regulations of the additional party. 14.5 No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of the Agreement. 14.6 Partial Invalidity. Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect as though such provisions were deleted. 14.7 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, act of government, or any other similar cause beyond the reasonable control of such party ("Force Majeure”), provided that such party gives the other party written notice thereof promptly and, in any event, within ten (10) days of discovery thereof and uses its reasonable Subscription Agreement Page 15 of 25 Confidential Subscription Agreement 2023 efforts to cure the delay. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of non- performance exceeds ten (10) days from the receipt of notice of the Force Majeure event, the party whose performance has not been affected may, by giving written notice, immediately terminate this Agreement. 14.8 Assignment; Enurement. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of it rights or obligations hereunder, without the prior written consent of the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may assign this Agreement without the other Party’s consent in the event of any successor or assign that has acquired all, or substantially all, of the assigning Party’s business by means of merger, stock purchase, asset purchase, or otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null and void. 14.9 Injunctive Relief. The parties recognize that a remedy at law for a breach of the provisions of this Agreement relating to either party’s Confidential Information will not be adequate for the non-breaching party’s protection, and accordingly the non-breaching party shall have the right to seek, in addition to other relief and remedies available to it, injunctive relief to enforce the provisions of this Agreement in any court of competent jurisdiction. 14.10 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. 14.11 Calendar Days. All references to a day or days in this Agreement mean a calendar day or calendar days. 14.12 Time of the Essence. Time is of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement will operate as a waiver of this provision. 14.13 Survival. All obligations of the parties which expressly or by their nature survive termination or expiration of this Agreement will continue in full force and effect subsequent to and notwithstanding such termination or expiration and until they are satisfied or by their nature expire. 14.14 Headings. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the Subscription Agreement Page 16 of 25 Confidential Subscription Agreement 2023 masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 14.15 Notice. Any notice required or permitted to be sent hereunder shall be in writing and shall be sent in a manner requiring a signed receipt, such as courier delivery, or if mailed, registered or certified mail, return receipt requested. Notice to both parties shall be to the address and contact set forth below and updated from time to time. eScribe Software Ltd. 5300 Commerce Court West, 199 Bay Street Toronto, ON M5L1B9 Attn: Legal Customer Contact Info for Notices: [XXX] Subscription Agreement Page 17 of 25 Confidential Subscription Agreement 2023 The undersigned parties hereby enter into this Agreement, eScribe Software Ltd. (Customer) Signature Signature Authorizing Officer, Title Authorizing Officer, Title I have the authority to bind the organization. Subscription Agreement Page 18 of 25 Confidential Subscription Agreement 2023 Appendix A – Annual Subscription Fees Subscription Agreement Page 19 of 25 Confidential Subscription Agreement 2023 Appendix B – Support Services Subject to the terms and conditions of this Agreement, eScribe shall perform the Support Services as defined. Definitions: The definitions used in the Agreement are incorporated herein. In addition, the following terms shall have the following ascribed to them: “Business Hours” means the hours during which eScribe’s helpdesk is available to take live incoming calls, emails and be available to respond to the Customer’s Support Contacts, namely 8:00 a.m. to 8:00 p.m., Monday through Friday eastern time (excluding statutory holidays). “Extended Hours” means the hours during which eScribe’s helpdesk is available to take urgent calls during 8:00 p.m. to 11:00 p.m. EST, Monday through Friday eastern time (excluding statutory holidays). “Support Contacts” means the Customer designated individuals (to be identified in the attached Problem Reporting Schedule) and any replacements designated in writing to eScribe who will serve as technical liaison between eScribe and Customer and who are to have technical knowledge and experience with the Services used by the Customer. "Updates" shall mean fixes, patches, modifications, improvements to functionality or revisions to the Services and Documentation. All other capitalized terms shall have the meanings set out in the Agreement. Support Services: eScribe will provide the following services to Customer: a. Technical assistance by telephone or electronic mail. b. Receipt and monitoring of calls during Business Hours at eScribe’ s support desk. c. Direct access for Customer Support Contacts to eScribe’ s team of support technicians. d. Provision of any available problem solutions related to the Services e. Make all reasonable commercial efforts to provide a response to reported problems in the manner described in the Problem Reporting Process below. f. Make available any Updates to the Services and Documentation at no additional charge, subject to Customer’s responsibility for any Implementation Services fees for any new Services. Subscription Agreement Page 20 of 25 Confidential Subscription Agreement 2023 Exclusions: a. Customer’s third-party hardware and software not part of this Agreement. Problem Reporting Process: Step 1: Contact eScribe using one of the following methods: Toll free number 1-855-299-0023 Email: support@eScribemeetings.com Portal: https://customerportal.eScribemeetings.com Step 2: Provide the following information: Provide Support Contact’s name, location the Services are in Use, telephone number and E-mail address. Step 3: Provide a description of the problem. Provide as much detail, including system error messages and screen printouts, as possible. eScribe assign a Priority Level based on the response matrix below. Priority Level Initial Response Status Updates 1- Complete Services or business critical functions unavailable or impaired Within 2 hours Every 4 hours 2- Specific Services functions unavailable or impaired Within 4 hours Every 8 hours 3- Services operational, isolated or individual user issues Next Business Day As required on each reported incident eScribe shall assign a ticket number to reference the case in all future communications with Customer regarding the reported incident. Customer understands that failure to provide accurate and detailed call information as described above may increase the amount of time needed by eScribe to diagnose the problem and develop a possible solution. Regardless of the priority assignment, Customer’s problem must relate to the Services in order for Support Services to be applied hereunder. Where eScribe is required to perform Support Services outside of the scope of the Agreement, including but not limited to investigations, efforts and Subscription Agreement Page 21 of 25 Confidential Subscription Agreement 2023 resolutions pertaining to third party software, hardware, networks or facilities, eScribe shall charge Customer at its daily Implementation Services rate for the services rendered. Using the Customer Community Portal, customers are able to check the status of their support tickets at any time. The case will not be closed by eScribe until receipt of written confirmation from the Support Contact that the problem has been resolved. If written confirmation or feedback is not received within ten (10) business days, it will be assumed the problem has been resolved and the case will be closed. General Support Terms: a. The Support Contacts will be the only persons authorized to receive the Support Services hereunder and to instruct eScribe in respect of Support Services. b. The delivery of Support Services hereunder does not extend to: i) Inadequate Customer computer configurations, installed third party software, internet connection issues or general internet congestion issues; ii) Services which have been altered, modified or improperly configured by the Customer, its customers, or any third party without eScribe’s prior written consent; iii) failures related to an accident, disaster or other Force Majeure event; iv) any unauthorized use of the Services; c. eScribe warrants that its Support Services personnel shall deliver services in a professional manner and in accordance with industry standards. d. Response and resolution times provided in the Problem Reporting Process or otherwise whether orally or in writing, are intended as good faith estimates, guidelines or objectives only and are not to be taken as warranties or representations. Subscription Agreement Page 22 of 25 Confidential Subscription Agreement 2023 Appendix C – Implementation Services Subject to the terms and conditions of this Agreement, eScribe shall perform the Implementation Services as listed below. Subscription Agreement Page 23 of 25 Confidential Subscription Agreement 2023 Appendix D – Legacy and Third Party Migrated Data Storage Fees Upon the completion of the initial, or any subsequent Term or Third-Party Data Migration, (Appendix E) eScribe will measure the total Customer Content Storage in gigabytes (GB) to calculate any Legacy Data storage fees based on the following schedule: GB Price / GB / Year 0-50 $ 10.00 51-100 $ 9.50 101-150 $ 9.00 151-200 $ 8.50 201-300 $ 8.00 301+ $ 7.50 Subscription Agreement Page 24 of 25 Confidential Subscription Agreement 2023 Appendix E – Third Party Data Migration – Project Scope Subject to the terms and conditions of this Agreement, eScribe shall perform the Third-Party Data Migration Services listed below. In Scope - N/A Out of Scope - N/A Assumptions - N/A Optional Sections N/A Additional Notes - N/A Migration Timelines Data migrations are done as a phase 2 of your onboarding project. Migration projects are not committed to the schedule until the project planning phase with your onboarding team. While we do our best to schedule as close as possible to go-live, typical lead times are approximately 6 months from date of scheduling. It is important to note that the incumbent system must remain available until after the migration is completed. Subscription Agreement Page 25 of 25 Confidential Subscription Agreement 2023 Note, an additional cost may apply if the migration needs to happen sooner than the initially scheduled timeline. Additional Fees At the completion of the migration, an additional legacy data storage fee will be charged based on the amount of migrated data in gigabytes (GB) as per the table in Appendix D. escribemeetings.com | 47 Appendix E – Sample Migration Scope Document eScribe Data Migration - Project Scope 2024-07-31 Customer City of Diamond Bar Incumbent System IQM2 (Granicus) Contract Term TBD Current Vendor publishing site http://diamondbarca.iqm2.com/Citizens/calendar.aspx Meeting videos on Granicus In Scope - Supported document types include: Agenda PDF’s, Minutes PDF and Videos - The following has been confirmed with the customer team as being “in scope.” Please note that each Meeting Event/Type can have 1 file for each of the following “document types” and “videos.” If more than 1 file exists, the customer team will be required to merge and provide 1 file before content can be migrated. Meeting Types: City Council, City Council Standing Committee, Parks and Rec Commission, Planning Commission, Traffic and Transportation Commission o Document types: Agenda PDF, Minutes PDF o Date Range: Since 2006 o Videos (.mp4) Yes ▪ Please note that .mp4’s must be provided to eScribe via an FTP site that will be provided. The files must be uploaded by the customer team. The eScribe Implementation Consultant will review the file naming convention requirements as part of the onboarding process. See note below under “Assumptions” for more information. Out of Scope - Any documents/files that are published outside of the URL(s) noted above - Any additional document types outside of agendas or minutes - Any meetings, documents not listed on verified Migration Worksheet - Fixing broken links from incumbent system within HTML agendas or minutes escribemeetings.com | 48 - Modifying content from incumbent system within HTML agendas or minutes - Validation of migrated content, beyond the 10 randomly selected meetings (see “Validation” section below for more information). Migration process/Customer and eScribe responsibilities: - Round 1: eSCRIBE will generate a migration validation worksheet which will include links to the data noted above to be in-scope for date range provided above (up to the date round 1 is completed). o All meetings/data must be up to date for this to start, including video files uploaded by customer team - eScribe will validate 10 meetings and associated migrated content for accuracy - Customer team will be provided with the migration validation worksheet for further validation of all remaining meetings/content. - Round 2: Same process as Round 1 noted above; date range from last meeting migrated from Round 1 to last meeting published via current system (all docs must be published and up to date in current system for this to be started). - Once all data is validated by customer team, eScribe will publish the migrated data to a publishing server for final validation. - Once publishing server data is validated by customer team, the migrated data will be published to live production eScribe publishing page. Assumptions 1. Migrated data is only available for public presentation through eScribe’s Internet Publishing module. Data will not appear and is not intended for staff to navigate to these meetings from within the eSCRIBE Portal. 2. The current vendor’s web interface for publishing will be available throughout the timeline of the migration. 3. The customer team will validate all migrated data via the migration validation worksheet and the publishing server as part of Round 1 and Round 2 validation stages. 4. All data that is required to be migrated is up to date and available on the current vendor’s publishing page. 5. Customer team will upload all .Mp4 files that are required via FTP site provided by eScribe. All video files must be named logically and consistently so eScribe can determine what meeting type, date they are associated with. escribemeetings.com | 49 Additional Notes It is important to note that this migration does not replace the need for customer to obtain a backup of all data upon termination of contract with incumbent vendor. Migrated data is strictly for presentation through eSCRIBE’s Internet Publishing module and should not be used as an archive or backup of incumbent system’s data. It is also important to note that once the web interface for the incumbent system has been taken down, the data can no longer be accessed by eSCRIBE for any future migration work. Incumbent system should not be terminated until all migrated data has been fully validated and verified complete. Pricing Notes At the completion of the migration, a legacy data storage fee will be charged as per the table below GB Price / GB 0-50 $ 10.00 51-100 $ 9.50 101-150 $ 9.00 151-200 $ 8.50 201-300 $ 8.00 301+ $ 7.50