B. For a Junior Accessory Dwelling Unit:
1. The Junior Accessory Dwelling Unit shall not be sold separately from the primary dwelling; and
2. The Junior Accessory Dwelling Unit shall not be rented for a period of less than thirty (30) days; and
3. The Junior Accessory Dwelling Unit is restricted to the maximum size allowed per the development standards established in this chapter; and
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4. The property owner shall occupy either the primary residential unit or the Junior Accessory Dwelling Unit. If neither unit is owner-occupied, then the use of the property shall revert to a single-family occupancy. However, governmental agencies, land trusts, or housing corporations owning properties shall be exempt from this owner-occupancy requirement; and a. Nothing in this section shall be construed to prohibit one or both of the units remaining vacant. This owner-occupancy requirement may be temporarily waived for a period of not more than one (1) year if the Planning Commission finds that the owner has an unavoidable reason for absence and if the owner appoints in writing another person to occupy and take responsibility for maintaining the property. All properties approved for Accessory Dwelling Units and Junior Accessory Dwelling Units must be maintained at a level consistent with the neighborhood in which it is located.
5. Prior to obtaining a building permit for a junior accessory dwelling unit, the property owner shall file with the San Joaquin County Recorder a Deed Restriction which has been approved by the City Attorney as to its form and content. The restrictions shall be binding upon any successor in ownership of the property and lack of compliance with this provision may result in legal action against the property owner, including revocation of any right to maintain an accessory dwelling unit on the property. (Ord. 904, §1, 2021)
16.86.090 Existing Accessory or Junior Accessory Dwelling Units - Amnesty A. Nonconforming Status: An existing Accessory Dwelling Unit or Junior Accessory Dwelling Unit that does not comply with the requirements of this Chapter shall be considered a nonconforming unit. If a property owner wishes to alter an existing nonconforming unit, the requirements of this Chapter shall apply to the proposed alteration.
B. Certificate of Legalization: Record owners of an Accessory Dwelling Unit constructed before the effective date of this Chapter, who wish to legalize said units without penalty, may obtain a certificate of legalization from the Building Official by complying with the following:
1. Provide evidence to the satisfaction of the Building Official that the Accessory Dwelling Unit or Junior Accessory Dwelling Unit was constructed prior to the effective date of this Chapter.
2. Provide a plan of the Accessory Dwelling Unit or Junior Accessory Dwelling Unit showing it does not exceed the maximum size allowed by this Chapter.
3. Provide the Building Official with a property inspection report for the Accessory Dwelling Unit from a licensed contractor, or property inspector, which report shall be subject to verification and requirements for correction of any code violations by the Department of Planning and Economic Development and/or Building Department.
4. Correct any health and safety defects in construction and comply with all applicable building, fire, health and safety codes and zoning standards in effect at the time of original construction of the Accessory Dwelling Unit or Junior Accessory Dwelling Unit to the satisfaction of the Building Official.
5. Pay all required fees. (Ord. 904, §1, 2021)
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Packet Pg. 396 Attachment: Chapter 16.86 Redline Version (937 : Zoning Code Text Amendment for ADUs - Ordinance) City Council
259 N. Wilma Avenue
Ripon, CA 95366
MEMO
To: Honorable City Council
From: Lisa Roos, City Clerk & Finance Director
Date: 05/12/2026
Subject: Agenda Management System
RECOMMENDED ACTION:
Approve and authorize the Mayor to sign the Agreement with eScribe for the Premium Bundle agenda and meeting management system, which includes YouTube integration, with an annual subscription of $18,000 and a one-time implementation fee of $1,200 (funding source: General Fund).
BACKGROUND:
Since 2017, the City of Ripon has been using IQM2 (aka MinuteTraq, Granicus, or Digital Boardroom) as its agenda management system. The software has been used to automate the agenda preparation process, assist during the Council and Planning Commission meetings, and assist with minute preparation. The City was recently notified that support for the existing software platform will no longer be supported effective September 2026.
DISCUSSION/ANALYSIS:
In evaluating replacement options, the City Clerk department reached out to other Clerk departments regarding agenda management systems currently in use and recommend by their agencies. Staff also reviewed City websites and participated in vendor demonstrations with several companies to determine the system best suited for the City’s operational needs.
Below is a chart of the vendors that were considered:
Vendor Notes
eScribe Considered a potential fit.
Granicus/Peak Considered a potential fit.
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Granicus/One Meeting Not recommended due to complexity of the software as it compares to our needs and requires Office 365, which we currently do not use. Although Granicus is the vendor of Ripon’s current system of Minute Traq, the new software being proposed is a completely separate platform that provides no efficiencies or benefits by remaining with a Granicus product.
Civic Plus/Civic Clerk Not recommended due to past experience updating the City website, as that was a long, drawn out process.
PrimeGov Not recommended based on feedback from other municipal City Clerks.
Legistar Not recommended based on feedback from other municipal City Clerks.
Key priorities identified for the new software include:
Ability to easily create staff reports, agendas, and minutes. Allow the Council to vote during the meeting and follow the agendas. Allow staff to look up historical staff reports and use templates from previous meetings when creating agendas for future meetings.
Although the new system will be different, we are trying to choose the replacement that will align with the current services we have.
For Fiscal Year 2025-26, the City’s annual cost for the current system is $20,055 and has increased by at least 7% each year over the last 3 years. The cost for Peak or eScribe, the two primary replacement options, are summarized in the table below:
Vendor One-Time Cost Annual Cost
eScribe $1,200 $18,000 + 6% each year
Granicus/Peak $10,594 $18,231 + 7% each year
Based on the feedback from other City Clerks and the demonstrations reviewed by City staff, staff is recommending eScribe. This software is the most suitable option due to its functionality and the least expensive. An additional benefit of the eScribe platform is the ability to integrate meeting minutes with the City’s YouTube recordings, allowing users to easily access an area of the agenda.
From the City Council’s perspective, this system will function similarly to the current system by allowing review of the agendas and the ability to make notes and reference those notes during the meeting. In addition, during the meeting, the Mayor will be able to call the vote on particular items with all Council members voting on said item.
The implementation time for this new software will be approximately 12 weeks. Staff anticipates transitioning to the new agenda and minute management system in September 2026, with YouTube integration to follow shortly thereafter.
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FISCAL IMPACT:
There will be a one-time cost for the implementation of $1,200 and then an annual subscription fee of $18.000, which will increase 6% per year for the first 3 years. (funding source: General Fund). Our current budget for this line item is $18,000 per year, based off the cost of MinuteTraq.
Attachments:
1. eScribe - Client Subscription Agreement - City of Ripon - May 2026
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Subscription Agreement
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Subscription Agreement 2023
This Subscription Agreement (the "Agreement") is entered into by and between eScribe Software Ltd. (“eScribe”) and the City of Ripon (“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 and is effective as of the last date of signature below. 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.
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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 twentyfour (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,
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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
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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
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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”),
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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 paidup 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
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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 non4.A.a Packet Pg. 406 Attachment: eScribe - Client Subscription Agreement - City of Ripon - May 2026 (5080 : Agenda Management System) Subscription Agreement
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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
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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 nonbreaching 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.
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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
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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 nonconformance, 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 NONINFRINGEMENT. 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,
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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
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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
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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 employeremployee, 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
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efforts to cure the delay. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance 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 State of California, United States of America and the federal laws of United States of America 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
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the singular mean and include the plural and vice versa. Words in the 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:
City of Ripon
259 N. Wilma Avenue
Ripon, CA
95366
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The undersigned parties hereby enter into this Agreement, eScribe Software Ltd. City of Ripon
Signature Signature
Authorizing Officer, Title Authorizing Officer, Title
I have the authority to bind the organization.
Date Date
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Appendix A– Annual Subscription Fees
eScribe Annua l Service a nd Support Fees
Module License Type License Fee Qua ntity Cost
eScribe Prem ium Bundle Annual $ 16,000 1 $ 16,000
eScribe Meeting Manager INCL
eScribe Participant Access INCL
eScribe Internet Publishing INCL
eScribe Docum ent Manager INCL
eScribe integration with YouTube INCL
eScribe Participant Plus (Annotations) INCL Up to 10
eScribe Electronic Voting Annual $ 2,000 1 $ 2,000
Entra ID or ADFS Authentication INCL
Tota l - Annua l Softwa re a nd Support Fees $ 18,000
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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.
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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: [email protected]
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
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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.
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Appendix C – Implementation Services
Subject to the terms and conditions of this Agreement, eScribe shall perform the Implementation Services as listed below.
Im plem enta tion Fees Service Fee Qua ntity Cost
eScribe Prem ium Setup/ Training One tim e $ 4,800 1 $ 4,800 3 Meeting Types, 4 Report Tem plate, 2 Workflows INCL
10 x eScribe Academ y Licenses INCL
Discount if Signed by May 31, 2026 75% - $ 3,600
Tota l - One- tim e Im plem enta tion Fees $ 1,200
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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
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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.
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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.
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