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Pharos Systems International Inc; 2024-11-06;
Page 1 City Attorney Approved Version 12/22/2023 Classification: Private MASTER AGREEMENT FOR SECURE PRINT MANAGEMENT SERVICES PHAROS SYSTEMS INTERNATIONAL, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, by and between the City of Carlsbad, California, a municipal corporation, hereinafter referred to as "City", and Pharos Systems International, Inc., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consultant that is experienced in secure print management services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to secure print management services . D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", , which are incorporated by this reference nd conditions. To the extent any of the terms in any exhibit, attachment, addendum, or embedded link to this Agreement conflict, in whole or in part, with the terms of this Agreement, the terms of this Agreement shall control. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective from the date first above written to December 15, 2027. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director . The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA November Exhibit "B" and Exhibit "C" in accordance with this Agreement's terms a 6th thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and as authorized by the City Manager ("Director''} Page 2 City Attorney Approved Version 12/22/2023 Classification: Private on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The compensation allowed pursuant to this Agreement will not exceed six thousand one hundred nine dollars and ninety-four cents ($6,109.94) per Agreement year , except for the first year of the Agreement, which will also include five thousand dollars ($5,000) for the Professional Services Statement of Works, as described in Exhibit "B" . As such, the total for the first year of the Agreement shall not exceed eleven thousand one hundred nine dollars and ninety-four cents ($11,109.94). If the City elects to extend the Agreement, the amount shall not exceed six thousand one hundred nine dollars and ninety-four cents ($6,109.94) per Agreement year. 6. RESERVED 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or grossly negligent act or omission of the Contractor, Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA as described in Exhibit "A" and Exhibit "C" subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct Page 3 City Attorney Approved Version 12/22/2023 Classification: Private any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. - a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR Approved Surplus Line Insurers OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 408DADEF-D272-4E98-AF7E-C903DE1AA5FA The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self administered workers' compensation is included as s, waiver not necessary. connection with performance of the services by Contractor or Contractor's agents, representatives, with a surplus line insurer on the State of California's List of (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; "occurrence" basis, ________ Errors and omissions liability appropriate to Contractor's profession Page 4 City Attorney Approved Version 12/22/2023 Classification: Private 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor wi records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA II have the right to make one (1) copy of the work product for Contractor's Page 5 City Attorney Approved Version 12/22/2023 Classification: Private 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Pharos Systems International, Inc. Title IT Director Title CFO Dept IT Address 4545 East River Road, Suite 210 CITY OF CARLSBAD WEST HENRIETTA, NY 14586 Address 1635 Faraday Ave Phone 585-939-7090 Carlsbad, CA 92008 Email mbryant@pharos.com Phone 442.339.2454 Email Maria.Callander@carlsbadca.gov Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light Page 6 City Attorney Approved Version 12/22/2023 Classification: Private Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTIONS AND VENUE This Agreement will be governed by the laws of the State of California regardless of conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Page 7 City Attorney Approved Version 12/22/2023 Classification: Private right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Page 8 City Attorney Approved Version 12/22/2023 Classification: Private 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Pharos Systems International, Inc., a Delaware corporation By: By: (sign here) IT Director Matthew Bryant, CFO (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Trent Howell, VP Sales Senior Deputy City Clerk (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA 4th October By: j~ R._. '1-N,, ~ Senior Deputy City Clerk Page 9 City Attorney Approved Version 12/22/2023 Classification: Private EXHIBIT A SCOPE OF SERVICES AND FEES Pharos Part # UP-AMS-L for Renewal of SIPs/SIRSI and Pharos Credit Card gateway, TBC, Uniprint Extra & MP base with 7 printers and 7 copiers SignUp with 160 total CALs at a cost of $6,109.94 per year. Contract Term Start Date: 12/16/2024 Contract Term End Date:12/15/2027 Contract Term: 36 months Annual Pricing Part # Item Unit Price Quantity Total Price UP-AMS-L Pricing will reflect the AM&S total for all existing Legacy Uniprint software $6,109.94 1 $6,109.94 Subtotal: $6,109.94 SIPs/SIRSI and Pharos Credit Card gateway, TBC, Uniprint Extra & MP base with 7 devices, SignUp with 160 total CALs. Subtotal: USD 6,109.94 Tax: USD 0.00 Total: USD 6,109.94 Access your support plan details at https://community.pharos.com/s/article/Pharos-Software-Support-Services-Policy Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Exhibit "A" Costs Agreement Year Part# Term Quantity Price Year 1 UP-AMS-L 12/16/24-12/15/25 1 $ 6,109.94 Year2 UP-AMS-L 12/16/25-12/15/26 1 6,109.94 Year 3 UP-AMS-L 12/16/26-12/15/27 Total Initial Agreement Cost-Exhibit A Year4-Optional UP-AMS-L 12/16/27-12/15/28 Year 5-Optional UP-AMS-L 12/16/28-12/15/29 TotalAgreementwith Optional Extensions-Exhibit A 1 1 1 6,109.94 18,329.82 6,109.94 6,109.94 $30,549.70 These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. Product.........................................ECCN.HTS Uniprint,Blueprint, MobilePrint.....EAR99.8523.40.2020 iMFP & Kiosk software.................EAR99.8523.40.2020 Omega PS200.............................EAR99.8471.60.0150 Omega PS60/SR25.....................EAR99.8517.62.0050 Hardware Disclaimer: - A hardware deposit may be required based upon your order quantity and configuration. - Shipping and duties (if applicable) on hardware are not included. - Standard hardware warranty is twelve months from date of shipment. Extended warranty is available for purchase at time of original order. - Omega copier cables are only available for devices that have a foreign device interface connector (FDI, FISH, etc.) installed. iMFP disclaimer: - Available for select models of MFP - call Pharos for latest list of models. Renewal. After the Contract Term described above, this Sales Order will terminate unless an amendment is completed to extend the Agreement for the two (2) one-year extensions available to this Agreement as described in paragraph 3. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA manufacturer's manufacturer's EXHIBIT B PROFESSIONAL SERVICES STATEMENT OF WORK UNIPRINT UPGRADE 1. SUMMARY 1.1 Terms and Conditions Contractor legal agreement documents listed below are attached as an Addendums to this Exhibit B. On Premises End User Software License (EULA) Software Support Services Agreement 1.2 Purpose This Statement of Work (SOW) is issued by Pharos Systems International, Inc. () in support of a Pharos Professional Services engagement between Carlsbad City Library () and Contractor. 1.3 Description City is requesting assistance from Pharos Professional Services to guide the City Uniprint Administrator through an upgrade of Uniprint and MobilePrint on one (1) Principal Server and up to t two (2) Print Servers running the Pharos services in a single environment. A single environment is defined as Test or UAT or Production. 1.4 City Details 1.5 Contact Details 1.6 Project Details Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA City Name Site Code City Contact Project Name Sales Order Number "Contractor" "City" 's CARLSB01 Name Email Devin Castel devin .castel@carlsbadca.gov Q-08338 Professional Services Start Date Within 21 days (3 weeks) of Contractor receiving the (1) signed SOW and (2) signed Sales Order and/or Purchase Order Professional Services Expiry Date 90 days (3 months) after the Professional Services Start Date. Note: If the project is not completed before the Expiry Date due to City delays the project will be considered complete. 2. CITY REQUIREMENTS City agrees to work in good faith with Contractor to meet the below requirements: Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA I Requirements City will provide Contractor with the (1) signed SOW and (2) signed Sales Order and/or Purchase Order prior to initiating the Pharos Professional Services engagement. City will prepare for the Pharos Professional Services engagement by reviewing all applicable documentation available on the Pharos community webpage and by having ready the applicable hardware, servers and access as outlined in the applicable documentation. This documentation is available at Pharos Community. City will use screen sharing during remote Pharos Professional Services engagements. City will provide a web conferencing solution if unable to use the Pharos solution. City will provide screenshots and/or files as required by Pharos Professional Services to perform support activities. City will provide shared screens when remote services are performed. Remote services are delivered using web meeting software. Screenshots and files may be requested to troubleshoot City issues. City will have the appropriate number of Windows servers built, configured, tested and running a supported version of Uniprint and Windows Server. 3. DESCRIPTION OF SERVICES Contractor agrees to deliver to the City the services as are defined below and as not to exceed the project scope within this Statement of Work. All services are delivered remotely. 4. CHANGE CONTROL PROCEDURES Pharos Professional Services agrees to provide the services as outlined in the signed Statement of Work, under Section 3. Changes to the scope of services are at the discretion of Contractor and may be applicable to additional charges. Scope changes requested during the implementation of this Statement of Work may be accommodated if they do not impact the completion of the work within the agreed upon time. The final decision as to the inclusion of the change is at the discretion of Contractor. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Deliverable Description Upgrade Uniprint Upgrade MobilePrint Hardware, workflows, features, external system integration, configuration etc. An upgrade of Uniprint software to the latest version on one (1) Principal Server and up to two (2) Print Servers An upgrade of MobilePrint software to the latest version on one ( 1) Principal Server and up to two (2) Print Servers No new hardware, workflows, features, external system integration, configuration etc. will be added to the environment 5. STATEMENT OF WORK APPROVAL The Statement of Work summary, City requirements, description of services, and change control procedures as defined in this document are approved by both parties. Signed for and on behalf of City Signature Name Title Date Signed for and on behalf of Contractor Signature Name Matthew Bryant, CFO Title Chief Financial Officer Date Exhibit B One-time Costs Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA Mari a call ander Director of Information Technology 10/21/2024 10/4/2024 " " Part# Item Unit Price Quantity Total Price SVC-1001 1 Service Unit $2,500.00 1.00 $2,500.00 Subtotal $2,500.00 Tax Total USD 2,500.00 Access your support plan details at https://kb.pharos.com/v1/docs/pharos-software-support-services-policy These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. Product.........................................ECCN. HTS Uniprint,Blueprint, MobilePrint.....EAR99.8523.40.2020 iMFP & Kiosk software.................EAR99.8523.40.2020 Omega PS200.............................EAR99.8471.60.0150 Omega PS60/SR25.....................EAR99.8517.62.0050 Hardware Disclaimer: - A hardware deposit may be required based upon your order quantity and configuration. - Shipping and duties (if applicable) on hardware are not included. - Standard hardware warranty is twelve months from date of shipment. Extended warranty is available for purchase at time of original order. - connector (FDI, FISH, etc.) installed. iMFP disclaimer: - Available - call Pharos for latest list of models. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Omega copier cables are only available for manufacturer's devices that have a foreign device interface for select models of manufacturer's MFP Addendum 1 to Exhibit B and Exhibit C End User Software License, Hardware and Support Agreement Pharos Systems International, Inc. 4545 East River Road, Suite 210, West Henrietta, NY 14586, USA Phone: Toll Free +1 (877) 848 0397, Fax: +1 (585) 249 9229 Email: support@pharos.com END-USER SOFTWARE LICENSE, HARDWARE & SUPPORT AGREEMENT This End-User Software License, Hardware & Support Agreement is incorporated into the Ag with its principal place of business at 4545 East River Road, Suite 210, West Henrietta, NY 14586, USA. Pharos and Licensee collectively hereafter are 1. Definitions. 1.1. "Documentation" means the user manuals and technical manuals in electronic and printed form instructing the Licensee in the use of the Software and the applicable platforms on which the Software will operate. Documentation is available in English only. 1.2. "Installation" means the first use of the License Key. 1.3. "License Key" means the encrypted character string or file that Pharos shall transmit to Licensee via electronic mail or other mutually acceptable means and that enables the use of the Software for a fixed period of time. 1.4. Licensee Data" means information, data and other content, in any form or medium that is collected, downloaded or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Software. 1.5. "Primary Server" means the central server where the Software is installed for which Licensee has paid the Total Price. This server provides central configuration and reporting services. 1.6. "Renewal Fee" means the annual support, upgrade, and annual license renewal fee due to Pharos or its agents. 1.7. "Secondary Server" means a server, other than the Primary Server, where the Software is installed. This server connects to the Primary Server. 1.8. "Software" means the Pharos and third party software including any upgrades, modified versions, updates, additions, and copies thereof. 1.9. "Software Support Services" means the Software Support Services further described at https://community.pharos.com/s/contentdocument/0695d00000h6gtqAAA. 1.10. "Total Price" means the current price of the Software as determined by the data held within the License Key plus the annual support, upgrade, and annual license renewal fee and any installation charges due to Pharos or its agents. 1.11. "Workstations" means the end user workstation, laptop, or tablet where the Software is installed or the mobile device where the Software is used for which Licensee has paid the Total Price. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA reement between the City of Carlsbad ("City or Licensee") and Pharos Systems International, Inc. ("Pharos"}, referred to as ("Party" or "Parties"). " 2. License. 2.1. Grant of License. Subject to the terms and conditions of the Agreement, Pharos grants to Licensee a non-exclusive, non-transferable license to use the object code version of Software, including any Documentation, on the Primary Server, Secondary Server(s), and Workstation(s) within the limits specified in the License Key. Licensee may make a reasonable number of copies of the Software for backup or archival purposes only, so long as Pharos' copyright notices are reproduced on each copy. Notwithstanding the preceding, any reproduction or distribution of the Software or the Documentation other than in accordance with the express terms of this Agreement is prohibited by law. Licensee may not modify, lease, rent, sub-license or loan the Software. 2.2. Backup Servers. Subject to the terms and conditions of this Agreement, Pharos will allow the Licensee to utilize the License Key granted in Section 2.1 to establish a supported backup infrastructure. The Licensee Key may only be active in either the production or backup environment at any given time. 2.3. Restrictions On Use. The Software in source code form remains confidential and a proprietary trade secret of Pharos and/or its suppliers and Licensee may not reverse engineer, decipher, decompile, disassemble or create derivative works from the Software. The Software and Documentation shall be used only by Licensee for its internal business use. 2.4. Secure Database. If the Software included in this package is the Pharos Blueprint Enterprise Software product and/or the Pharos Blueprint Assessment Software product, then it contains certain models and costing data (the "Restricted Data") supplied to Pharos by a data supplier (the "Data Supplier") and the Licensee agrees as follows with respect to such Restricted Data: 2.4.1. THE RESTRICTED DATA IS BASED ON INFORMATION BELIEVED TO BE RELIABLE, BUT THE ACCURACY AND COMPLETENESS OF THE RESTRICTED DATA ARE NOT GUARANTEED, AND NEITHER PHAROS NOR ITS DATA SUPPLIER SHALL BE LIABLE FOR ANY ERRORS OR OMISSIONS WHATSOEVER. 2.4.2. Licensee agrees that it will use the Restricted Data solely in accordance with the Documentation and will not use it except for internal business purposes. Licensee agrees that the Data Supplier may enforce all restrictions and terms in its agreement with Pharos related to the Restricted Data and the protection of such Restricted Data. 2.5. Configuration and Usage Data. Licensee agrees that Pharos may collect and use configuration and usage data about the Software and its' environment to facilitate Software updates, product support and other services for Licensee related to the Software. Details of the data collected can be viewed in the online help under the topic `Usage data collected by Pharos'. Pharos will not disclose this data but may use it as long as it is in a form that does not personally identify Licensee (i.e., no names, email addresses, or private data) solely to improve our products, or provide services or technologies to Licensee. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA 3. Ownership. Licensee acknowledges that the Software and the Documentation, is the sole and exclusive property of Pharos and its licensors. Pharos' and its third party licensor's ownership are protected by United States copyright laws, trade secret laws and international treaty provisions. Licensee may not remove any copyright, trademark, or other proprietary or product identification notices from the Software. 4. Data Transfers and Processing. 4.1 In the event of a transfer of Licensee Data, for technical support or other purposes, implicating the European Union General Data Protection Regulation (Regulation (EU) 2016/679), together with any additional implementing legislation, rules or regulations that are issued by applicable supervisory authorities, Licensee and Pharos simultaneously shall automatically enter, without further action, into the data processing agreement between the Parties hereto as Schedule 1 as well as the standard contractual clauses approved by the , all of which are incorporated into this Agreement by reference. 5. Privacy Policy. Pharos will only use data collected by it in conformity with the Agreement and as stated in its Data Privacy and Document Storage Policy, available at https://community.pharos.com/s/article/Data-Privacy-and-Document-Storage- 1878590412. 6. Payment and License Keys. 6.1. Payment. Licensee shall pay Pharos the Total Price of the Software. 6.2. License Key. Licensee acknowledges that the Software is not functional without the possession of a License Key unique to the Licensee. Pharos may provide Licensee with a temporary License Key prior to receipt of payment. Upon receipt of full payment, Pharos shall deliver to Licensee a License Key. Such License Key shall enable Licensee to use the Software within the limits specified in the License Key for the term of the license ("Initial Term"). 6.3. Renewal of Term. Upon expiration of the Initial Term, the Software will cease to function without a new License Key. In order to purchase a new License Key and to receive an additional term of Support Services (as defined in Section 8 ("Software Support")), Licensee may contact Pharos. Pharos shall inform Licensee of the then-current Renewal Fee. Upon receipt of Licensee's payment of the Renewal Fee, Pharos shall transmit via electronic mail a License Key for the subsequent term. Notwithstanding the aforementioned, renewal terms and compensation shall be in accordance with the Section 3 Term and Section 5 Compensation. 7. Operation. Licensee shall supply hardware of sufficient capacity and configuration to maintain high levels of response time in the Software. If the Software requires Microsoft Office, Licensee is responsible for procuring the appropriate Microsoft Office license to enable its use of the Software within the limits of the License Key. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA ("GDPR Data Privacy Schedule") attached European Commission's Decision 2010/87/EU dated 5 February 2010 8. Software Support. Pharos, or one of its authorized support centers, shall provide support for the Software ("Software Support Services") during the Initial Term, and any described at https://community.pharos.com/s/contentdocument/0695d00000h6gtqAAA. 9. Third Party Beneficiary. Licensee acknowledges and agrees that a third party licensor is the owner of certain proprietary information and intellectual property rights included in the Software and the Documentation. Such third party licensors are third party beneficiaries entitled to enforce Pharos' rights and your obligations hereunder and to seek appropriate legal and equitable remedies, including but not limited to, damages and injunctive relief, for your breach of such obligations. 10. Trademarks. Any trademarks appearing herein are either registered trademarks or trademarks of their respective owners in the United States and/or other countries. 11. Warranty and Disclaimer. 11.1. Limited Warranty. This warranty is extended only to the Licensee. The duration of the Initial Term and any subsequent renewal term ("Warranty Period"), Pharos warrants that the Software will perform substantially in accordance with the accompanying Documentation. In the event that the Software does not perform substantially in accordance with the Documentation ("Error"), then Licensee shall provide Pharos with written notice within ten (10) days of the expiration of the Warranty Period. Upon receipt of such notice, Pharos' sole obligation and entire liability and Licensee's sole and exclusive remedy shall be at Pharos' option, (i) to refund the Total Price paid for the Software or (ii) to provide a correction for the Error. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication or the occurrence of any of the exclusions to Software Support Services, as set forth https://community.pharos.com/s/contentdocument/0695d00000h6gtqAAA ("Software Support Services "). 11.2. Third Party Supplied Products / Hardware Warranty 11.2.1. Pharos (subject to clause 11.2.9) warrants that the hardware, device(s) or component(s), conforms to the product specifications and requirements. 11.2.2. Pharos (subject to clause 11.2.9) warrants that the hardware, device(s) or component(s), will be free from defects, in workmanship, for a period of twelve (12) months from the date of delivery. 11.2.3. Pharos (subject to clause 11.2.9) warrants that the hardware, device(s) or component(s), are free from defects in materials for a period of twelve (12) months or the warranty of the component manufacturer, whichever is the lesser, from the date of delivery. In respect of materials sourced by Pharos from an outside manufacturer, Pharos liability under its warranty for defective materials will be limited to the rights which Pharos has under that manufacturer's warranties. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA renewal term, in accordance with the Provider's Software Support Services, further in the Provider's Software Support Services further described at 11.2.4. The warranty period (subject to clause 11.2.9) commences with the initial shipment date. If a device is replaced under warranty, the new device's warranty is still based on the original shipment date of the replaced device. After the warranty period, the licensee will be liable for all repair, replacement and shipping costs. 11.2.5. Pharos will complete warranty service within a period of time deemed reasonable by Pharos. For "Repair Work", as contrasted with warranty service work, Pharos (subject to clause 11.2.9) warrants that the repaired hardware, device(s) or component(s), will be free from all defects in workmanship on the repair exclusively for 4 weeks from the delivery date. 11.2.6. Pharos total liability for defective and damaged hardware (devices or components) is limited at Pharos' option to either: 11.2.6.1. Repair (if possible) the defective or damaged hardware (devices or components); or 11.2.6.2. Replace the defective or damaged hardware (devices or components). 11.2.7. Repair or Replace: The Warranty is provided on a return to base basis. Pharos shall determine the most appropriate course of action limited to repairing or replacing such hardware, device(s) or component(s). Replacement units or parts may include remanufactured or refurbished parts or components. The responsible Party for the costs of removal from site, freight to and from site, and reinstallation and transportation costs to and from the site, is determined under the Pharos Return Merchandise Authorization (RMA) Policy and Procedures, and the following conditions; 11.2.7.1. Manufacturing and/or Design defect: Where the fault is determined to be a manufacturing and/or a Design fault, within the warranty period, Pharos will bear the full cost including repair, shipping, duty, and insurance. 11.2.7.2. Licensee-caused fault: Where the fault is determined to be a licensee fault, Pharos will repair or replace the defective components(s) upon receipt of a Purchase Order for the repair or replacement as appropriate and for shipping, duty, and insurance. 11.2.7.3. No fault found: Where no fault or defect is found, Pharos will return the component(s) to the licensee and bill for shipping, duty, and insurance. 11.2.8. Pharos (subject to clause 11.2.9) warrants that the repaired hardware, device(s) or component(s), will be free from all defects in materials but in respect of materials sourced by Pharos from an outside manufacturer, Pharos liability under its warranty for defective materials will be limited to the rights which Pharos has under that manufacturer's warranties. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA 11.2.9. The warranty will be void, no warranty will be given, and Pharos will not be liable, in the sole opinion of Pharos, under the following conditions: 11.2.9.1. Where the hardware's (devices or components) warranty sticker is tampered or broken. 11.2.9.2. Where the hardware (devices or components) is reworked or tampered by parties other than Pharos or its suppliers. 11.2.9.3. Where the end-customer (reseller and / or end-user) has altered or modified, or has subjected the hardware (devices or components) to any misuse, abuse, unusual or non- recommended use, servicing, or handling. 11.2.9.4. Where the design of the hardware (devices or components) does not allow components in the product to perform to their standard performance specifications. 11.2.9.5. For loss caused by any factors beyond Pharos control. 11.2.9.6. For failure to deliver the hardware (devices or components) by any specified dates. 11.2.9.7. For any indirect or consequential loss of any kind, causes external to the product such as electric power fluctuations or failure, damage by accident, damage due to shipment, misuse, misapplication, neglect, fire, water, lightning, lack of proper maintenance, unauthorized product modification, act of nature, normal wear and tear, any other cause which does not relate to a product defect, or failure to follow supplied documentations. 11.2.9.8. For any materials supplied by the licensee (reseller and / or end-user) for use by Pharos in the work. 11.2.10. Reserved. 11.2.11. Custom hardware orders (i.e. non-standard) are non-cancellable and non-returnable. Product returns for standard hardware products are subject to a 25% restocking fee. The returned hardware product must be unopened, unused and received by Pharos within 14 days of the original delivery date. Licensee is responsible for any freight, duty and insurance for the product while in transit back to Pharos. 11.3. DISCLAIMER. OTHER THAN THE WARRANTIES SET FORTH IN SECTIONS 11.1 and 11.2 ABOVE, ALL OTHER WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF A THIRD PARTY'S RIGHTS, OR THAT SOFTWARE WILL MEET ANY REQUIREMENTS OR NEED OR THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. If a disclaimer of implied warranties is not permitted by law, the duration of any such implied warranty is limited to ninety (90) days from Installation. Some jurisdictions do not allow the exclusion, or limitation of, implied warranties, so such limitations or exclusions may not apply to Licensee. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA 12. Limited Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY LICENSEE DURING THE TWELVE MONTHS IMMEDIATELY PRECEEDING THE EVENT THAT LEAD TO THE DAMAGES. 13. Intellectual Property Indemnification. Notwithstanding Section 12, to the fullest extent permitted by law, Pharos will indemnify, defend, and hold harmless the Licensee, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs (including without limitation of any U.S. Intellectual Property Right by any product or service provided by this Agreement. With respect to claims arising from software manufactured by a third party and sold by Pharos as reseller, Pharos will pass through to the Licensee such indemnity rights as it receives from such third party and will cooperate in its enforcement. obligation, should the product opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Pharos shall, at its sole option and expense: (i) procure for Licensee the right to use and access the infringing or potentially infringing item(s) of the service or product modify the Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid. 14. General Provisions. 14.1. Choice of Law. This Agreement will be governed by and construed according to the laws of the State of California, without regard to its conflicts of laws provision. 14.2. Assignment. Neither Party may assign this Agreement, or otherwise delegate any of its obligations under this Agreement, without the prior written consent of each Party. 14.3. Amendments. This Agreement shall not be revoked, rescinded or modified as to any of its terms and conditions except by written Agreement between the Parties hereto. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA EITHER PARTY'S reasonable attorneys' fees}, damages, and losses for infringement or violation 13.1. Aside from Pharos's indemnification or services or any part thereof become, or in Pharos's reasonable ("Infringing Item") free of any liability for infringement; or (ii) replace or 14.4. Confidentiality. By virtue of this Agreement, Provider and Licensee may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Software, the terms under this Agreement and all information clearly identified as confidential or any and all information Licensee should reasonably know is confidential. A P considered Confidential Information if it: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other P been obtained by the other Party, either directly or indirectly, from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; or (d) is independently developed by the other P onfidential Information in strict confidence. The Parties agree, unless required by onfidential Information available in any onfidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in violation of the terms of this Agreement. For clarity, Confidential Information shall not include information subject to the California Public Records Act (California Government Code § 6250 et seq.), California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.), or other applicable law. 14.5. Waiver. No right under this Agreement shall be deemed to be waived except by notice in writing signed by each Party. No waiver by a Party will prejudice its rights in respect of any subsequent breach of this Agreement by another party. No failure by a Party to enforce any clause of this Agreement or any forbearance, delay or indulgence granted by that Party to another party will be construed as a waiver of its rights under this Agreement. 14.6. Severability. If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, this Agreement shall remain otherwise in full force apart from such provision, which shall be deemed deleted. 14.7. Notices. Notices under this Agreement may be delivered to Pharos, by hand, by registered mail or by facsimile to the addresses specified at the beginning of this Agreement. Notice will be deemed given: (i) in the case of hand delivery or registered mail, upon written acknowledgment of receipt by an officer or other duly authorized employee, agent or representative of the receiving party or (ii) in the case of facsimile, upon completion of transmission, provided that the sender has no knowledge of the transmission not being received or being corrupted. 14.8. Entire Agreement. This Agreement and its authorized attachments constitute the entire agreement between the parties for the subject matter referred to herein and supersedes all prior or simultaneous Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA arty's information shall not be arty's lawful possession prior to the disclosure and had not arty. The parties agree to hold each other's C law, not to make each other's C form to any third party or to use each other's C representations, discussions, negotiations, and agreements, whether written or oral. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth above. Signed for and on behalf of: Signed for and on behalf of: Pharos Systems International, Inc Licensee Signature Signature Print Name Print Name Title Title Date Date Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA Matthew Bryant Maria Callander chief Financial officer Director of Information Technology 10/4/2024 10/21/2024 SCHEDULE 1 GDPR DATA PRIVACY SCHEDULE This GDPR Data Privacy Schedule and the accompanying Appendix 1 (the Standard Contractual Clauses) are the documents referenced in Section 4 of the Agreement, and shall be deemed part of the Agreement. In the event of a conflict between the Agreement and this GDPR Data Privacy Schedule, this GDPR Data Privacy Schedule shall prevail. 1. Definitions. 1.1. "Data Controller" means the entity which determines the purposes and means of the Processing of Personal Information, which for purposes of this Agreement is the Licensee. 1.2. "Data Processor" means the entity which Processes Personal Information on behalf of the Data Controller, which for purposes of this Agreement is Pharos and its sub-processors, if any. 1.3. "Data Protection Laws and Regulations" means all laws and regulations, including, but not limited to, laws and regulations of the European Union, the European Economic Area, and their member states, Switzerland, the United Kingdom, and of each jurisdiction whose laws are applicable to the Licensee, relating to the Processing of Personal Information under the Agreement. 1.4. "Data Subject" means the individual to whom Personal Information relates. 1.5. "Personal Information" means any information relating to (i) an identified or identifiable person and (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where such data is Licensee Data. 1.6. "Process" means to take any action or perform any operation or set of operations that the Software is capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. In reference to or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, have correlative meanings. 2. Processing of Personal Information. 2.1 Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Information, Licensee is the Data Controller, Pharos is Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Personal Information, "Process" means any operation restriction, blocking, erasure, or destruction. "Processing" and "Processed" a Data Processor, and that Pharos may, at its option, engage Sub-processors pursuant to the requirements set forth in Section 3 "Appointment of Sub- processors" below. 2.2 Licensee's Processing of Personal Information. Licensee shall, in its use of the Software, Process Personal Information in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Licensee's instructions for the Processing of Personal Information shall comply with Data Protection Laws and Regulations. Licensee shall have sole responsibility for its instructions and for the accuracy, quality, and legality of Personal Information and the means by which Licensee acquired Personal Information. 2.3 . Pharos shall only Process Personal Information on behalf of and in accordance with Licensee's instructions and shall treat Personal Information as Confidential Information. Licensee instructs Pharos to Process Personal Information for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Authorized Users in their use of the Software; and (iii) Processing to comply with other reasonable instructions provided by Licensee (e.g., through email) where such instructions are consistent with the terms of this Agreement. 2.4 Scope and Purpose. The objective of Processing of Personal Information by Pharos is the performance of the Software pursuant to this Agreement. 3. Appointment of Sub-processors Affiliates may be retained as Sub- engage third-party Sub-processors in connection with the provision of the Software. All Sub-processors shall be subject to the privacy and confidentiality terms of this Agreement as well as the Personal Information data processing terms identified in Section 2.3 and 2.4. 4. Privacy Policy. Pharos and its sub-processors, if any, will only use data collected by it in conformity with the Agreement and as stated in its Data Privacy and Document Storage Policy, as the same may be amended from time to time, a current copy of which can be located at https://community.pharos.com/s/article/Data-Privacy-and-Document- Storage-1878590412. 5. Licensee Control and Responsibility. Licensee has and will retain sole responsibility for: (a) all Licensee Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee or any Authorized User in connection with the Software; (c) Licensee's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee or through the use of third- Authorized Users' Access Credentials; and (e) all access to and use of the Software and Pharos Materials directly or indirectly by or through the Licensee Systems or its Authorized Users' Access Credentials, with or without Licensee's knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Pharos' Processing of Personal Information ___________ . Licensee acknowledges and agrees that (a) Pharos' processors; and (b) Pharos and Pharos' Affiliates may party services ("Licensee Systems"); (d) the security and use of Licensee's and its 6. Access and Security. Licensee shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all information used to access and use the Software and protect against any unauthorized access to or use of the Software; and (b) control the content and use of Licensee Data for Processing by the Software. 7. Consent to Use Licensee Data. Licensee is fully and solely responsible for securing any and all necessary consents from Data Subjects for the lawful Processing of Personal Information. Licensee hereby irrevocably grants all such rights and permissions in or relating to Licensee Data: (a) to Pharos, its Third Party Suppliers and the Pharos Personnel as are necessary or useful to perform the Support Services; and (b) to Pharos and its Third Party Supplier as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder. With respect to any data that does not include any Personal Information, including anonymized data and data aggregated with other users, Third Party Supplier may use such data for any purpose, including but not limited to improvements to the Software, analysis of the capabilities of the Software and statistical analyses. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Addendum 2 to Exhibit B and Exhibit C Software Support Services Agreement 1.SUPPORT PLANS Standard Level Support Plan Feature Standard Professional Premium Enterprise Initial Response Time 1 Business Critical Issue < 8 business hours < 4 business hours < 2 hours (24x7)< 1 hour (24x7) Major Service Impact < 2 business days < 8 business hours < 4 business hours < 2 hours (24x7) Minor Service Impact < 4 business days < 2 business days < 1 business days < 4 business hours General Issue < 7 business days < 4 business days < 2 business days < 1 business day Access to 24x7 Online Support Portal2 Troubleshoot through screen-share 24x7 Support 3 -- Initial response & triage for Business Critical Pharos software issues 24x7 Pharos action on Business Critical and Major Service Impact Pharos software issues Prioritized response request 4 --Via Support Portal Via Support Portal Pharos Support Advocate 5 --- Quarterly Support Review 5 --- Private Slack Channel for opened cases6 --- 1.The initial response time is the time elapsed between when a customer first raises a case and when a Pharos agent first responds to it. This is not an automatic response time. Pharos will provide live support in the business days and business hours of the region. 2.All support plans include 24x7x365 online access to Online support portal, which offers services such as online case logging, case tracking and management, knowledge base articles, FAQs, community discussions, feature request submissions, and the latest documentation. 3.The 24x7 Support options for the Premium and Enterprise plans are detailed in the table above. Depending on the selected support plan, the 24x7 Support term will mean one of the following two: a)24x7 initial response time on Business Critical issues (Premium plan): The Pharos Support team will be available day or night to receive and acknowledge receipt of the case, as well as triage the case for a faster troubleshooting process. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA registered user's support region. Phares' regular support hours are listed below by Phares' v v b) 24x7 Pharos Action on Business Critcal and Major Service Impact issues (Enterprise Plan): The Pharos Support team will be available to acknowledge, triage, and work toward issue resolution 24 hours a day, 7 days a week to provide always-on technical support services. c) Pharos provides 24x7 Support services on Pharos software issues only. d) For customers accessing Pharos Support through a Pharos partner or reseller, only the individuals agreed upon and documented upfront by both Parties will be able to raise cases to the Pharos Support team, 24x7. 4. Customers will be able to request a prioritized response on cases. This request will be possible only after the Initial Response has been provided and must be made via the Pharos Support Portal. 5. Enterprise Plan subscribers will have access to a Pharos Support Advocate. The Pharos Support inside Pharos helping prioritize cases, coordinate internal Pharos resources for case response and resolution, and facilitate Quarterly Support Review meetings to review support cases from the prior quarter, as well as any open cases. 6. Enterprise Plan subscribers have access to a Private Slack Channel to discuss open support cases, and to engage with their Pharos Support Advocate and their dedicated enterprise support team. 2. PRIORITY LEVELS Classification Name Description Priority-1 (P1) Business Critical Issue A complete loss of functionality or a significant service/feature that is unavailable for all users in production, with no acceptable workarounds (where a workaround is identified and communicated, a P1 case becomes a P2 case). Priority-2 (P2) Major Service Impact A considerable impact on business-level operations or affects a substantial number of users in production but there is capacity to remain productive. A workaround may be available. Priority-3 (P3) Minor Service Impact A limited impact on the business-level operations that involves partial loss of noncritical production functionality or a minor issue with no impact to the operations. A workaround may be available. Priority-4 (P4) General Issue The software is fully operational. There are questions about software functionality, recommendations for future product enhancements or modifications, issues about development, or issues in non-production environments. 3. INITIATING A CASE A Support case can be created via Online Support Portal on the Pharos Community or by contacting the Pharos Support team by telephone. The telephone numbers are detailed in the table below. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Advocate will be the Customer's voice Customer's Pharos' Only registered users of the Pharos Community are authorized to initiate a support case and access support services via Online Support Portal. Any employee of a Pharos customer can become a registered user by creating an account at https://www.pharos.com/community-account/. A registered user raising a case is expected to have a thorough understanding of the supported Pharos software and should have sufficient technical knowledge to assist in troubleshooting. A support case must relate to a single, reproducible issue, problem, or symptom, a request for assistance, or a question fully and accurately logged that relates to the Pharos software. Pharos cannot provide support for issues caused by third-party software, improper software use, or customizations not developed by Pharos. When raising a case, registered users need to provide the following information: (a) your Pharos Customer Number and contact details, (b) applicable software name and version, (c) priority level of the support case, (d) details of the issue (including error messages and error reproduction steps, if any, applicable screen shots and output examples if logging online), and (e) description of the issue impact and frequency. 4. INITIAL RESPONSE Upon receipt of the case, Pharos will use our best efforts to respond within the targeted response times. When assessing a case, Pharos reserves the right to reclassify the prioritization. 5. CASE RESOLUTION Case resolution can take many forms. For example, a resolution can be (without limitation) an answer that resolves an issue, a code fix, a software patch release, a change in an operational process, or a commercially reasonable workaround. Case resolution is often an iterative process that may require collaboration and troubleshooting. The nature of this process makes it difficult to provide specific target resolution times. As Pharos Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Phares' progresses through the troubleshooting process to resolve the issue, we endeavor to provide the registered user with regular updates. 6. SUPPORT BUSINESS HOURS OF OPERATION AND CONTACT INFORMATION Region Time Zone Hours Phone USA, Canada, and Caribbean ET 8:00 AM 8:00 PM Monday Friday +1-877-848-0397 Europe, Middle East, and Africa CET 8:00 AM 5:00 PM Monday Friday +44 1256 27 406 Asia and Australia AEST 8:00 AM 5:00 PM Monday Friday +65 3163 3416 7. POLICY UPDATES We may update these support plans and terms from time to time. The newest version of these terms will be available at https://support.pharos.com. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA EXHIBIT C PROFESSIONAL SERVICES STATEMENT OF WORK IMPLEMENTATION SUPPORT OF NEW XEROX DEVICES 1. SUMMARY 1.1 Terms and Conditions Contractor legal agreement documents listed below are attached as an Addendums to Exhibit B above. On Premises End User Software License (EULA) Software Support Services Agreement 1.2 Purpose This Statement of Work (SOW) is issued by Pharos Systems International, Inc. (Pharos) in support of a Pharos Professional Services engagement between Carlsbad Public Library (Customer) and Pharos. 1.3 Description Uniprint Administrator through the deployment of iMFP on the Uniprint servers in a single environment. A single environment is defined as Test or UAT or Production. 1.4 Customer Details 1.5 Contact Details 1.6 Project Details Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA The customer is requesting assistance from Pharos Professional Services to guide the Customer's Customer Name Site Code Project Name Sales Order Number Professional Services Start Date Professional Services Expiry Date CARLSB01 Q-09359 Within 21 days (3 weeks) of Pharos receiving the (1) signed SOW and (2) signed Sales Order and/or Purchase Order 90 days (3 months) after the Professional Services Start Date. Note: If the project is not completed before the Expiry Date due to Customer delays the project will be considered complete. 2. CUSTOMER REQUIREMENTS The Customer agrees to work in good faith with Pharos to meet the below requirements: Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA I Requirements The Customer will provide Pharos with the (1) signed SOW and (2) signed Sales Order and/or Purchase Order prior to initiating the Pharos Professional Services engagement. The Customer will prepare for the Pharos Professional Services engagement by reviewing all applicable documentation available on the Pharos community webpage and by having ready the applicable hardware, servers and access as outlined in the applicable documentation. This documentation is available at Pharos Community. The Customer will use screen sharing during remote Pharos Professional Services engagements. The customer will provide a web conferencing solution if unable to use the Pharos solution. The Customer will provide screenshots and/or log files as required by Pharos Professional Services to perform support activities. The Customer will provide shared screens when remote services are performed. Remote services are delivered using web meeting software. Screenshots and log files may be requested to troubleshoot Customer issues. The customer will have the appropriate number of Windows servers built, configured, tested and running a supported version of Blueprint and Windows Servers. 3. DESCRIPTION OF SERVICES Pharos agrees to deliver to the Customer the services as are defined below and as not to exceed the project scope within this Statement of Work. All services are delivered remotely. 4. CHANGE CONTROL PROCEDURES Pharos Professional Services agrees to provide the services as outlined in the signed Statement of Work, under Section 3. Changes to the scope of services are at the discretion of Pharos and may be applicable to additional charges. Scope changes requested during the implementation of this Statement of Work may be accommodated if they do not impact the completion of the work within the agreed upon time. The final decision as to the inclusion of the change is at the discretion of Pharos. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Deliverable Description I Set-up Secure Release Device Readiness Set-up, configure and demonstrate the use of iMFP Assess and report on the device readiness of the printer fleet I ____ Te_r_m_i_n_a_ls---~~---C-re_a_te-th_e_a_ss_o_c_ia_t_e_d_te_r_m_i_n_a_l _re_c_o_rd_s __ ~ I Secure Secure up to five (5) supported printers with iMFP -----li-e_s_t---~,---Te_s_t_t-he-existing workflows after deployment 5. STATEMENT OF WORK APPROVAL The Statement of Work summary, customer requirements, description of services, and change control procedures as defined in this document are approved by both parties. Signed for and on behalf of Customer Signature Name Title Date Signed for and on behalf of Pharos Signature Name Ariel Benzkein Title Vice President of Customer Experience Date Exhibit C One-Time Cost Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA Maria Callander Director of Information Technology 10/21/2024 Matthew Bryant chief Financial afifri oari el Benzkei n 10/4/2024 " " Part# Item Unit Price Quantity Total Price SVC-1001 1 Service Unit $2,500.00 1.00 $2,500.00 Subtotal $2,500.00 Tax Total USD 2,500.00 These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations. Product.........................................ECCN.HTS Uniprint,Blueprint, MobilePrint.....EAR99.8523.40.2020 iMFP & Kiosk software.................EAR99.8523.40.2020 Omega PS200.............................EAR99.8471.60.0150 Omega PS60/SR25.....................EAR99.8517.62.0050 Hardware Disclaimer: - A hardware deposit may be required based upon your order quantity and configuration. - Shipping and duties (if applicable) on hardware are not included. - Standard hardware warranty is twelve months from date of shipment. Extended warranty is available for purchase at time of original order. - Omega copier cables are only available fo connector (FDI, FISH, etc.) installed. iMFP disclaimer: - - call Pharos for latest list of models. Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA r manufacturer's devices that have a foreign device interface Available for select models of manufacturer's MFP Total Agreement Costs Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Agreement Year Exhibit Part# Term Quantity Price Year1 A UP-AMS-L 12/16/24-12/15/25 1 $ 6,109.94 Year1 B Si/C-1001 1 2,500.00 Year1 C Si/C-1001 1 2,500.00 Year 1 Total 11,109.94 Year2 A UP-AMS-L 12/16/25-12/15/26 1 6,109.94 Year3 A UP-AMS-L 12/16/26-12/15/27 1 6,109.94 Total Initial Agreement Cost 23,329.82 Year4-Optional A UP-AMS-L 12/16/27-12/15/28 1 6,109.94 Year 5-Optional A UP-AMS-L 12/16/28-12/15/29 1 6,109.94 Total Agreement with Optional Extensions $35,549.70 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Insurance Brokers, LLC CA License #OF15767 Three Embarcadero Center, Suite 600 San Francisco CA 94111 Pharos Systems International, Inc. 4545 E River Road Suite 210 West Henrietta NY 14586 Valley Forge Insurance Company 20508 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX XXXXXXX A 7013619300 7/21/2024 7/21/2025 NOT APPLICABLE NOT APPLICABLE NOT APPLICABLE 7/21/2025 1550112 Y N 10/18/2024 21072791 21072791 XXXXXXX City of Carlsbad RE: City of Carlsbad, its officers, employees, volunteers, and agents is/are included as Additional Insured(s) with respect to liability arising out of the operations of the insuredand to the extent provided by the policy language or endorsement issued or approved by the insurance carrier. X See Attachments Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA ~ ACORD® I ~ I ~ □ □ f-- f-- Fl □ □ f-- f--~ f--f-- f--f-- f--H I I I I I □ City of Carlsbad To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21072791. Email: mountainwestedelivery@lockton.com Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D644713 Master ID: 1550112, Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1AA5FA paperless delivery • • Please do NOT send future certificate requests 9 LCKKTOtl 1002000007013619 SB146932F31 (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORMBUSINESSOWNERSCOMMONPOLICYCONDITIONS TABLE OF CONTENTS Blanket Additional Insured Provisions A. B. Miscellaneous Additional Insureds C.Additional Provisions Pertinent to Additional Insured Coverage 1. 2.Definition of "written contract." Liability Extension Coverages A. B.Broad Knowledge of Occurrence C.Estates, Legal Representatives and Spouses D. E. F. G.Waiver of Subrogation - Blanket I.BLANKET ADDITIONAL INSURED PROVISIONS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1.The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with thedistribution or sale of the products; SB146932F31 (Ed. 6-16)Page 1 of 7 Copyright, CNA All Rights Reserved. I. II. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA li/V.A Additional Insured -Blanket Vendors Primary -Noncontributory ~rovision Bodili Injury -Ex~anded Definition Legal Liability -Damage to Premises Personal and Advertising Injury -Discrimination or Humiliation Personal and Advertising Injury -Broadened Eviction A. ADDITIONAL INSURED -BLANKET VENDORS SB146932F3 1 (Ed. 6-16) a. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; b. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or c. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d.or f.;or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2.does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2.does not apply if "bodily injury" or "property damage" included within the "products-completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a.through 3.j.below whom you are required to add as an additional insured on this policy under a "written contract": 2.However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3.Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. SB146932F31 (Ed. 6-16)Page 2 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA 1002000007013619 SB146932F3 1 (Ed. 6-16) a. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. b. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. c. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. d. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1)The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2)The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a)"Bodily injury""property damage"or "personal and advertising injury"arising out ofSB146932F31 (Ed. 6-16)Page 3 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA SB146932F3 1 (Ed. 6-16) (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through I. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1)For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2)For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision (2)does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3)Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B.above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other valid and collectible insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: (1) The "bodily injury" or "property damage"; or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. SB146932F31 (Ed. 6-16)Page 4 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA 1002000007013619 SB146932F3 1 (Ed. 6-16) II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form.If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. Under Liability and Medical Expenses Definitions,the definition of. "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions,the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 1.Under B. Exclusions, 1. Applicable to Business Liability Coverage,Exclusion k. Damage To Property,is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; SB146932F31 (Ed. 6-16)Page 5 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA A. Bodily Injury -Expanded Definition D. Legal Liability -Damage To Premises SB146932F3 1 (Ed. 6-16) 1. Personal property in the care, custody or control of the insured; 2. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 3. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3,and 4,of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage,the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14)of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i,k, I, m, n, and o,do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage toPremises Rented to You limit shown in the Declaration. E. 1.Under Liability and Medical Expenses Definitions,the definition of "personal and advertising injury" is amended to add the following: h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is based solely on either disparate impact (as opposed to disparate treatment) or vicarious liability, and: (1)Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2)Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. SB146932F31 (Ed. 6-16)Page 6 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA Section D -Liability and Medical Expenses Limits of Insurance. Personal and Advertising Injury -Discrimination or Humiliation SB146932F3 1 (Ed. 6-16) 2.Under B. Exclusions, 1. Applicable to Business Liability Coverage,the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (1) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (2) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (3) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3.This provision (Personal and Advertising Injury Discrimination or Humiliation)does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions,the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation - Blanket We waive any right of recovery we may have against: a.Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. 1002000007013619 SB146932F31 (Ed. 6-16)Page 7 of 7 Copyright, CNA All Rights Reserved. Attachment Code: D606277 Certificate ID: 21072791 Docusign Envelope ID: 408DADEF-D272-4E9B-AF7E-C903DE1M5FA ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/4/2025 11/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers, LLC CONTACT NAME: CA License #OF15767 PHONE I rffc Nol: 1111r Nft ,:v+\: Three Embarcadero Center, Suite 600 E-MAIL San Francisco CA 94111 ADDRESS: INSURER{Sl AFFORDING COVERAGE NAIC# INsuRER A: Continental Casualtv Comnanv 20443 INSURED Pharos Systems International, Inc. INSURER B : Travelers Excess and Surnlus Lines Co 29696 1498960 4545 E River Road INSURER c: Valley Forge Insurance Company 20508 Suite 210 INSURER D: National Fire Insurance Co of Hartford 20478 West Henrietta NY 14586 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 21148506 REVISION NUMBER: xxxx:xxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ,:SM%~ ,:s~Ji~ LTR TYPE OF INSURANCE ,.,.,n IW\ln POLICY NUMBER LIMITS C X COMMERCIAL GENERAL LIABILITY N N 7013619300 7/21/2024 7/21/2025 EACH OCCURRENCE $ 1,000 000 I CLAIMS-MADE [i] OCCUR DAMAi.;E TU RENTED $ 1.000 000 PREMISES /Ea occurrencel ~ MED EXP (Any one person) $ 10000 PERSONAL & ADV INJURY ~ $ 1.000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000 000 ~ □PRO-DLoc PRODUCTS -COMP/OP AGG $ 2.000 000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N 7015491671 7/21/2024 7/21/2025 COMBINED SINGLE LIMIT $ 1.000 000 ~ /Ea accidentl ANY AUTO BODILY INJURY (Per person) $ xxxxxxx ~ OWNED -SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx ~ AUTOS ONLY -AUTOS X HIRED X NON-OWNED iP~~~.;c~~gAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY X Como ded. $1 )IX Coll ded. $1 0 JO $ xxxxxxx A X UMBRELLA LIAB ~ OCCUR N N 7013619524 7/21/2024 7/21/2025 EACH OCCURRENCE $ 10 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10 000 000 DED I X I RETENTION$ 10 000 $ xxxxxxx WORKERS COMPENSATION N XI ~f:TUTE I IOTH-A AND EMPLOYERS' LIABILITY 7015384040 ~AOS) 7/21/2024 7/21/2025 ER D Y/N 7015398276 CA) 7/21/2024 7/21/2025 1.000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE [m E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1000000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS below B E&OCyber N N TEO-107946635-00 3/4/2024 3/4/2025 $5M B Crime G72511657 004 3/4/2024 3/4/2025 $IM DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Evidence of Coverage CERTIFICATE HOLDER 21148506 City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 ACORD 25 (2016/03) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.