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World Advancement of Technology for EMS and Rescue Inc; 2024-12-05;
Version 4.0 Software License Agreement Page 1 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 THIS SOFTWARE LICENSE AGREEMENT 1st and Rescue, Inc., a Delaware corporation with offices at 1748 San Diego Ave, San Diego, CA In consideration of the mutual agreements contained herein and intending to be legally bound hereby, WaterOnScene and CUSTOMER hereby agree to all of the following terms and conditions: 1. Definitions. means the manuals, documents and other related materials describing the Software listed in Exhibit A. means a failure of the Software to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of, the Software. means copyright, patent, trademark, trade secret and all other intellectual property and proprietary rights whatsoever, howsoever arising, existing now or in the future. means the prerequisites set forth in Exhibit B. means the software, in object code form, described in Exhibit A. means either a software modification or addition that, when made or added to the Software, corrects an Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error. means a revision of the Software released by WaterOnScene to its end user customers generally, during the term of this Agreement, to add new and different functions or to increase the capacity of the Software. oes not include the release of a new product or added features for which there may be a separate charge. 2. Delivery. Reserved (services already delivered). 3. Support Services. Subject to compliance with the terms and conditions of this Agreement, WaterOnScene will provide support services under this Agreement in accordance with Exhibit C. 4. License Grant and Restrictions. Software and Documentation. Subject to the terms and conditions of this Agreement, WaterOnScene hereby grants to CUSTOMER, for the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software and related Documentation for its internal business purposes. The maximum number of annual incidents supported by the Software is set forth on Exhibit B. WaterOnScene reserves all rights not expressly granted to CUSTOMER hereunder and CUSTOMER will acquire no such rights, whether by implication, estoppel, or otherwise. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 (this "Agreement") is entered into as of July , 2024 (the "Effective Date") by and between World Advancement of Technology for EMS 92110 ("WaterOnScene"), and City of Carlsbad with offices at 1635 Faraday Avenue, Carlsbad, CA 92008 ("CUSTOMER"). "Documentation" "Error" "Proprietary Rights" "Prerequisites" "Software" "Update" "Upgrade" ■ An "Upgrade" d CUSTOMER's ■ Version 4.0 Software License Agreement Page 2 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 Proprietary Rights. CUSTOMER acknowledges that, as between the parties, (i) WaterOnScene is the exclusive owner of the Software and all Documentation; (ii) WaterOnScene has all right, title, and interest to license the Software and all Documentation as set forth in this Agreement; (iii) CUSTOMER has no ownership interest in the Software or Documentation, regardless of any participation or collaboration by CUSTOMER in the design, development or implementation of any such Software or Documentation; (iv) As between the parties, WaterOnScene is the owner and holder of all Proprietary Rights and licensor of the Software and Documentation, and reserves all such Proprietary Rights to itself except as expressly licensed to CUSTOMER hereunder. The Software has been licensed and not sold to CUSTOMER. Proprietary Notices. CUSTOMER shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any of the Software or Documentation, and CUSTOMER shall reproduce and copy all such notices and legends on all copies of the Software and Documentation that are permitted to be made hereunder. License Restrictions. Nothing in this Agreement shall be construed as an implied grant to CUSTOMER of any right to, and CUSTOMER shall not, and shall not permit any third party to: (i) use or reproduce any of the Software in source code form, (ii) distribute, disclose or allow use of any of the Software or Documentation by or for the benefit of any third party, whether through any timesharing service, service bureau, network or by any other means, (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the Software by any means whatsoever, (iv) copy (except for one copy for back-up purposes), modify or alter any of the Software or Documentation in any manner whatsoever, or (v) assist or encourage any third party to take any action prohibited by this Agreement. CUSTOMER shall not use the Software or Documentation for any purpose other than its intended uses and shall not make false or misleading representations to third parties regarding the Software, its uses, or its ownership. CUSTOMER shall cause its employees (including, without limitation, systems administrator) to comply with the terms and conditions of this Agreement. CUSTOMER shall cooperate with WaterOnScene, and shall render all reasonable assistance requested by WaterOnScene, to assist WaterOnScene in preventing and identifying any unauthorized use of or access to the Software or Documentation or any breach of this Agreement. 5. Fees and Payments. Fees. CUSTOMER shall pay to WaterOnScene the license fees and expenses as set forth in Taxes. All Fees are exclusive of any state, local, and other taxes and charges (other than income taxes payable by WaterOnScene) applicable to the licensing, installation, support, or use of the Software. Payments. All payments due under this Agreement shall be payable by CUSTOMER All monthly service payments will begin no later than thirty (30) calendar days after the scheduled Delivery Date notwithstanding any delays on behalf of the CUSTOMER. timely payment of Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Exhibit B ("Fees"). within thirty (30) calendar days after receipt by CUSTOMER ofWaterOnScene's invoice. CUSTOMER's all sums due is a condition precedent to WaterOnScene's ■ ■ Version 4.0 Software License Agreement Page 3 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 obligations under this Agreement. Except as explicitly provided herein, all Fees paid hereunder are non-refundable. 6. Confidentiality and Data Security. Definition. business or affairs, including, without limitation, business concepts, processes, methods, systems, know-how, devices, formulas, prices, customer information, customer lists, or other information, whether in oral, written, or electronic form, either: (a) designated as confidential or (b) that is disclosed under circumstances or is of a nature such that a reasonable person would know it is confidential. Confidential Information. Additionally, any HIPAA protected health information and Sensitive Personally Identifiable Information (SPII) Information. The following information will not be considered Confidential Information: (i) information that is or was at the time it was disclosed, or becomes after disclosure, without fault of the party obligated to keep it confidential, generally available to the public; (ii) information with regard to the other party that is or was already known by a party at the time of its disclosure, as evidenced by the written records; (iii) information that is or becomes available to a party on a non-confidential basis from a source that is not bound by a confidentiality agreement or other obligation of confidentiality relating to such Confidential Information; and (iv) information that was independently developed by a party without use of the Confidential Information. Obligations. Agreement shall be used, disclosed, or copied, only for the purposes of, and only as necessary to perform under, this Agreement. The Receiving party shall use security technologies and techniques in accordance with standard industry practices for such Confidential Information. In no event may Receiving party provides for its own systems and data. WaterOnScene shall provide its services to the CUSTOMER and its end users solely from data centers in the continental United States. Storage centers in the United States. WaterOnScene will notify the CUSTOMER of any plans to relocate its hosted services to another data center. WaterOnScene shall not allow personnel or devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. Notwithstanding anything to the contrary in this Section, a party may disclose the Confidential Information to its contractors who: (i) have a need to know such Confidential Information for purposes of carrying out this Agreement but only to the extent that such Confidential Information is needed to perform their obligations under this Agreement and (ii) have agreed in writing in advance to be bound by a written confidentiality agreement reasonably acceptable to the other party. The Receiving party shall notify the Disclosing party immediately in the event of any unauthorized use, disclosure, or publication of any Confidential Information or other data. Receiving party shall: (1) promptly notify Disclosing party within 48 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 "Confidential Information" means all information regarding a party's For clarity, the Software and Documentation is WaterOnScene's is also considered CUSTOMER's Confidential party's Any Confidential Information of one party (the "Disclosing party") received by the other party (the "Receiving party") under this party's action or inaction result in any situation that is less secure than the security Receiving of CUSOMTER's Confidential Information and other data at rest shall be located solely in data subcontractors to store CUSTOMER's Confidential Information or other data on portable ■ ■ Version 4.0 Software License Agreement Page 4 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 reasonably believes that there has been a data breach; (2) cooperate with the Disclosing party as reasonably requested by the Disclosing party to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to Disclosing party Confidential Information and other data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. Either party shall have the right to disclose Confidential Information as required by law or legal process or under the applicable rules of a securities market or exchange; provided, however, that the disclosing party shall use reasonable efforts to give the other party a reasonable opportunity to intervene to prevent such disclosure or to obtain a protective order, and that any Confidential Information so disclosed otherwise remains subject to the confidentiality obligations set forth in this Section. However, nothing in this Agreement shall be construed so as to in any way prevent the Customer from disclosing or releasing any Confidential Information pursuant to a subpoena, court order, civil, criminal, or administrative discovery request, or under the Public Records Act, Government Code § 6250 et seq., Freedom of Information Act or similar provision of state or federal law. Further, notwithstanding any other provision in this Agreement, it shall not be considered a breach of this Agreement, nor shall any liability attach, nor shall injunctive or equitable relief be sought or awarded, should the Customer or any of its officers, directors, employees and/or agents, disclose or release any Confidential Information pursuant to a subpoena, court order, civil, criminal or administrative discovery request, or under the Public Records Act, Government Code § 6250 et seq., Freedom of Information Act or similar provision of state or federal law, even if such request, subpoena or court order is found, held or determined to be invalid or inapplicable in any way. 7. Additional Terms. This Agreement shall also be subject to the Hosting Security Terms in Exhibit D, Business Associate Agreement in Exhibit E and th . 8. 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 with a surplus line insurer on the State of Cal OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 8.1 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. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 e IT Addendum to Contractor's Agreement in Exhibit F connection with performance of the services by Contractor or Contractor's agents, representatives, ifomia's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; ■ ■ Version 4.0 Software License Agreement Page 5 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 8.1.1 Commercial General Liability (CGL) Insurance. basis, 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. 8.1.2 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. 8.1.3 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. 8.1.4 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. 8.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate. 8.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 8.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 8.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 8.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be 8.2.4 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. 8.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 8.4 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. 8.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Insurance written on an "occurrence" -------------------- ________ Errors and omissions liability appropriate to Contractor's profession available to the City." ■ ■ Version 4.0 Software License Agreement Page 6 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 9. Term and Termination. Term. This Agreement shall commence upon the Effective Date and shall continue in full force and effect thereafter for a period of three (3) years unless terminated in accordance with Section 9 (Termination). Thereafter, the City Manager may amend the Agreement to extend it for two (2) additional one (1) year terms or part(s) thereof. Termination. Either party shall be entitled to terminate this Agreement immediately upon delivery of written notice of such termination to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after the non-breaching party delivers notice of such breach to the breaching party. WaterOnScene may terminate this Agreement immediately if CUSTOMER is adjudicated as bankrupt or makes an assignment for the benefit of creditors, or if a receiver, liquidator, administrator, or trustee is appointed for affairs or any analogous procedure is initiated, or CUSTOMER is dissolved. Either Party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. WaterOnScene will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. Events Upon Termination. Upon any termination of this Agreement for any reason, CUSTOMER shall immediately (i) cease all use of the Software and Documentation (ii) return to or control; and (iii) certify to WaterOnScene in writing that it has retained no copies of the Software. Upon any termination of this Agreement, WaterOnScene shall invoice CUSTOMER for all accrued Fees, and CUSTOMER shall pay the invoiced amount. WaterOnScene will reimburse CUSTOMER a pro-rated amount for any remaining months of paid annual maintenance and support fees. Within 90 days of any termination of this Agreement, ither a NEMSIS 3 format or SQL Database format. WaterOnScene will assist CUSTOMER in In the event of termination of this Agreement for any reason, the provisions of Sections 1, 4 (License Grant and Restrictions Confidentiality Obligations), 9 (Events Upon Termination), 10 (limited Warranties and Disclaimer), 11 (Indemnification), and 12 (Limitation on Liability) shall survive. 10. Limited Warranties and Disclaimer. Software Warranty. WaterOnScene warrants that, for the length of the contract term (the shall conform materially to the applicable NEMSIS v3 compliancy standards. If, during the Warranty Period, CUSTOMER discovers that any Software fails materially to conform to the warranty provided in this Section, CUSTOMER shall give WaterOnScene written notice of such nonconformance promptly after such discovery (and, in any event, no later than five (5) business days after expiration of the Warranty Period). sole and exclusive remedy and sole and exclusive liability for a breach of the warranty provided in this Section shall be for WaterOnScene to use commercially reasonable efforts to repair or replace the Software without charge, or if, after such commercially reasonable efforts, WaterOnScene does not repair or replace the non-conforming Software, Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 CUSTOMER's WaterOnScene all copies of the Software and Documentation then in CUSTOMER's possession WaterOnScene will provide CUSTOMER an electronic copy ofCUSTOMER's data in e validating that CUSTOMER can successfully access CUSTOMER's data. Once CUSTOMER acknowledges receipt of its data, WaterOnScene will destroy CUSTOMER's data. ), 6 (WaterOnScene' s "Warranty Period"), the Software CUSTOMER's WaterOnScene' s ■ ■ Version 4.0 Software License Agreement Page 7 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 WaterOnScene shall refund to CUSTOMER the Fees paid for the Software and this Agreement shall terminate. Exclusions. The warranties set forth in Section 10 (Software Warranty) do not apply if alleged breach of warranty is based in whole or in part on (i) modifications to the Software or Documentation made by CUSTOMER or a third party; (ii) use of the Software or Documentation in combination with a product not supplied by WaterOnScene; (iii) use of the Software other than in accordance with this Agreement or the Documentation; (iv) damaged from improper environment, abuse, misuse, accident or negligence; or (v) failure to use any Updates or Upgrades provided to CUSTOMER. Authority. Each party represents and warrants that it has full power and authority to enter into this Agreement. Each party further represents that it has not entered into, nor will it enter into any agreements that would conflict with its obligations hereunder or render it incapable of satisfactorily performing hereunder. DISCLAIMER. OTHER THAN THE FOREGOING WARRANTIES, WATERONSCENE MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE SOFTWARE, DOCUMENTATION OR ANY OTHER MATERIAL OR SERVICES PROVIDED BY WATERONSCENE HEREUNDER. FURTHER, WATERONSCENE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE, DOCUMENTATION OR ANY INFORMATION CONTAINED THEREIN OR OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT, OR ANY SERVICES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, SECURITY, OR OTHERWISE. WATERONSCENE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, FAULT-TOLERANT, OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, WATERONSCENE SPECIFICALLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, 11. Indemnification. . WaterOnScene shall indemnify, defend and hold harmless CUSTOMER and its officers, employees and agents from and against all costs, losses, - party claim of infringement by the Software or Documentation of any third copyrights, patents, trademarks or misappropriation of a trade secret. In the event of such a claim, WaterOnScene may, at its sole option and expense, either (i) procure for CUSTOMER the rights necessary to continue using the Software or Documentation or (ii) replace or modify the If WaterOnScene, in its sole discretion, determines that neither of these options is commercially feasible, WaterOnScene may terminate this Agreement for the affected Software and shall refund to CUSTOMER the Fees paid for the Software in the current term, prorated to the time of termination. The indemnity set forth in this Section 11 d exclusive liability for any claim of infringement or misappropriation in connection with the subject matter of this Agreement. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 WaterOnScene's Obligation damages, liabilities, and expenses (including reasonable attorneys' fees) arising from a third party's same so that it no longer infringes or misappropriates the third party's rights. shall be CUSTOMER's sole and exclusive remedy and WaterOnScene's sole an ■ ■ Version 4.0 Software License Agreement Page 8 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 are contingent upon (i) CUSTOMER giving WaterOnScene prompt written notice of such claim, (ii) CUSTOMER cooperating with WaterOnScene in the defense and settlement thereof, and (iii) WaterOnScene having an opportunity to assume control of such defense. WaterOnScene shall not be responsible for or bound by any settlement that it does not approve in writing. Exclusions. on (i) modifications to the Software or Documentation made by CUSTOMER; (ii) use of the Software or Documentation in combination with a product not supplied by WaterOnScene; (iii) use of the Software other than in accordance with this Agreement or the Documentation; or (iv) failure to use any Updates or Upgrades provided to CUSTOMER. 12. LIMITATION OF LIABILITY. WATERONSCENE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, OR FOR ANY LOST DATA OR LOST PROFITS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF WATERONSCENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WATERONSCENE SHALL NOT BE LIABLE TO CUSTOMER OR END-USERS UNDER THIS AGREEMENT FOR ANY CLAIM ARISING FROM, RELATING TO, OR CONNECTED WITH THE SOFTWARE, DOCUMENTATION, ANY SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS, IN THE AGGREGATE, IN EXCESS OF $2,000,000. 13. Publicity. WaterOnScene shall be entitled to disclose and publicize, in the form of customer lists and on its web site, marketing materials and otherwise, the identity of Neither party shall issue a general press release disclosing the existence of this Agreement and naming the other party without the prior written consent of the other party; provided, however, that the parties agree to issue a mutually acceptable press release upon execution of this Agreement. 14. Export Controls; U.S. Government Restricted Rights. Export. Before using, sublicensing, or otherwise distributing the Software or Documentation outside the United States (which CUSTOMER shall not do without prior written permission), CUSTOMER shall: (a) take reasonable precautions to protect the proprietary rights of WaterOnScene in each country in which the Software is to be used, sublicensed, or otherwise distributed; (b) fully comply with all then current regulations of the United States Office of Export Administration and other applicable governmental agencies; and (c) fully comply with all then current and applicable regulations of any government in whose country the Software is used, sublicensed, or distributed pursuant to this Agreement. The obligations of WaterOnScene under this Agreement to license or otherwise deliver the Software is subject to compliance by CUSTOMER with applicable laws, rules, and regulations of the Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 WaterOnScene's indemnification obligations under Section 11 (WaterOnScene's Obligation) WaterOnScene's indemnification obligations under Section 11 (WATERONSCENE's Obligation) shall not apply where the claim is based in whole or in part CUSTOMER as a client ofWaterOnScene and display CUSTOMER's logo on its website. WaterOnScene' s ■ ■ Version 4.0 Software License Agreement Page 9 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 United States Office of Export Administration and other applicable governmental agencies. Restricted Rights. If the Software or Documentation is licensed by an agency of the United States Government subject to the DFAR, the Software and Documentation is commercial computer software and commercial computer software documentation under DFAR 227.7202 (or any successor regulation having similar effect) and the Government has only the rights specified in this Agreement. For other agencies of the United States Government, the Software and Documentation is restricted computer software and is provided with the rights under paragraph (c) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19 (June 1987) or any successor provision having similar effect, and such a licensee acknowledges that it is not feasible to affix the notice set out in paragraph (c)(4) of that clause. 15. Software Escrow. WaterOnScene shall maintain in escrow the latest version of the source code for the Software listed in Exhibit B of this Agreement with a third-party escrow agent. WaterOnScene shall maintain CUSTOMER as a named Beneficiary to its Escrow Agreement with the Escrow Agent. WaterOnScene shall notify CUSTOMER of any change in the identity of the Escrow Agent, any termination or cancellation of the Escrow Agreement, and any material modification of the Escrow Agreement. In accordance with the terms and conditions of the Escrow Agreement, WaterOnScene agrees that CUSTOMER shall have the right to obtain one (1) copy of the source code for the Software from the Escrow Agent upon any occurrence of the following circumstances, uncorrected for more than thirty (30) days: (a) an order is made or an effective resolution passed -up or liquidation, or if a petition is filed for the winding-up of WaterOnScene and such petition is not stayed, withdrawn or dismissed within thirty (30) days; (b) WaterOnScene becomes insolvent; or (c) WaterOnScene has a trustee in bankruptcy or general receiver appointed for its business or property. For clarity, if CUSTOMER receives a copy of the Software source code in accordance with this Section, CUSTOMER shall have a non-exclusive, perpetual, worldwide, fully paid-up, irrevocable royalty-free right and license to use and make copies of such source code for internal distribution to maintain the Software in accordance with this Agreement. Notwithstanding the foregoing, the parties acknowledge and agree that WaterOnScene shall be relieved of its obligations pursuant to the Escrow Agreement if CUSTOMER fails to keep current on support and maintenance for the Software. 16. General. Injunctive Relief. CUSTOMER acknowledges and agrees that the Software, and and that the unauthorized use thereof would cause WaterOnScene irreparable harm, which could not be adequately remedied by monetary damages. Accordingly, if CUSTOMER breaches or threatens to breach any of the provisions of Section 4 or 6 or otherwise infringes or threatens to obtain injunctive or other equitable relief on an expedited basis, without the need to post a bond or other security. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 for WaterOnScene's winding WaterOnScene' s intellectual property rights therein, are of a unique and extraordinary character infringe WaterOnScene's intellectual property rights, WaterOnScene shall have the right to ■ ■ Version 4.0 Software License Agreement Page 10 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 Assignment. CUSTOMER shall not have the right to assign, transfer, or subcontract any obligations or benefit under this Agreement, by operation of law or otherwise, without the prior written consent of WaterOnScene, and any such attempted transfer shall be void. WaterOnScene will have the right to freely assign this Agreement in whole or in part. In the event of NTRACTOR shall provide reasonable notice of such assignment to the CUSTOMER; and CUSTOMER may in its sole discretion terminate this Agreement. This Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the parties. Notices. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when mailed by prepaid certified or registered U.S. mail, when sent by commercial overnight courier service with tracking capabilities, by electronic transmission (if confirmed by delivery receipt), or by facsimile (if confirmed by one of the other methods permitted hereunder within 48 hours after such facsimile transmission), to the respective addressee of each party at the address or facsimile number below, or such other address, email address or facsimile number as such party last provided to the other party by written notice: To WaterOnScene: World Advancement of Technology for EMS and Rescue 1748 San Diego Ave San Diego, CA 92110 firequest@wateronscene.com To CUSTOMER: City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Renewals@carlsbadca.gov Waiver. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. Independent Contractors. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as a partner, joint venturer or agent of the other party and shall not bind nor attempt to bind the other party to any contract, warranty or other obligation. Amendment. No changes or modifications to or waivers of any provision of this Agreement shall be effective unless evidenced in a written amendment that is signed by both parties. Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws or Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 CONTRACTOR'S assignment, CO ■ ■ Version 4.0 Software License Agreement Page 11 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 provisions thereof. The sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state and federal courts located in the County of San Diego, California. Headings. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. Force Majeure. A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding payment of money or confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to, wars, terrorism, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other Act of God, internet, electric power or communications outage, or any law, proclamation, regulation, ordinance of any court, government or governmental agency. Entire Agreement. This Agreement, including all exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between or among the parties relating to the subject matter. No terms, provisions or conditions of any purchase order, acknowledgment, or other business form that CUSTOMER may use in connection with the licensing of the Software will have any effect on the rights, duties, or obligations of the parties hereunder, or otherwise modify this Agreement, regardless of any failure of WaterOnScene to object to such terms, provisions, or conditions. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together shall constitute one and the same Agreement. Facsimile and electronic signatures will have the same weight and effect as originals. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. City of Carlsbad World Advancement of Technology for EMS and Rescue, Inc. By: By: Name: Name: Kelin Buckley Title: Title: COO Date: Date: Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Geoff Patnoe Assistant City Manager 11/19/2024 10/29/2024 ■ ■ Version 4.0 Software License Agreement Page 12 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT A SOFTWARE: Street EMS NEMSIS ePCR License for Carlsbad Street EMS NEMSIS ePCR Server License for Carlsbad Street Fire RMS NFIRS License for Carlsbad North Zone shared site Street Fire RMS NFIRS Server License for Carlsbad North Zone shared site Street Sense Lite NEMSIS License for Carlsbad up to 2 users INTERFACES: Real-time North County Dispatch CAD Interface License for Carlsbad Real-time Wittman Billing Interface License for Carlsbad Real-time NEMSIS San Diego County Reporting Interface for Carlsbad Real-time Zoll Monitor Interface License for Carlsbad Street Connect NEMSIS Hospital Portal Microsoft SQL Data Mirror for Street Fire RMS for Carlsbad Data refresh rate is every 24 hours Microsoft SQL Data Mirror for Street EMS for Carlsbad Data refresh rate is every 24 hours SOFTWARE DOCUMENTATION Street EMS Crew Guide Street EMS Server Manual Street Fire RMS Supplement MISCELLANEOUS Software Escrow Account DATA RETENTION: 30 days Fax Server transmission logs 30 days CAD Database XML 3 months Street EMS LogAudit archive 3 months Street EMS support diagnostic logs 3 months Deleted records (excludes records deleted after export to biller) 6 months after deletion ePCR Full XML (closed with final billing stat or deleted) 6 months after last rebuild Configuration change logs 1 year NFIRS Flat File (closed or deleted) 2 years after last rebuild Street Connect NEMSIS and Core Databases 2 years Emergency Patient Care Record (ePCR) 7 years Emergency Patient Care Record (ePCR) audit logs 7 years NFIRS Record 7 years NFIRS Record audit logs 7 years Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Monitor's Binary Object after extraction of data via API ■ ■ Version 4.0 Software License Agreement Page 13 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT B SCHEDULEOFFEES CUSTOMER agrees to pay fees to WaterOnScene as described below: WaterOnScene Annual Support and Maintenance Street EMS for up to 10,000 annual EMS Records $ 35,040 per year Street Fire RMS Included Mirrored SQL Reporting Server for Street EMS $ 12,000 per year Mirrored SQL Reporting Server for Street Fire RMS $ 12,000 per year Combination Discount ($ 6,000) per year Total Current WaterOnScene Maintenance Costs $ 53,040 per year *There will be a limit of a 10% cost increase for each additional 2,500 records added to the Agreement Support & Maintenance Services billed annually beginning on contract effective date, and include support & maintenance for all line items listed in Exhibit A. Year 1 & 3 assume a 10% cost increase due to the Annual Records Count level increasing Year include an annual 3% cost increase. If usage is above the anticipated increase an amendment will be executed to account for the overage in any given Agreement year. The per year totals are a not to exceed amount, actual support & maintenance costs in a given Agreement year may be lower, dependent on actual EMS record volume from the prior calendar year. Doallfln Enwlope I~ 027ERIOC-9F4D-47AE 8C8E-G4W311 E6E1 Annual Not to Annual Not to Exceed Exceed Term Records Count Amount Initial Term Yearl 10,000 $ 53,040 Year2 12,500 $ 58,344 10% record increase Year3 12,500 $ 60,094 3% annualincrease Total for Initial 3-Year Term $ 171,478 Optional Year 4 15,000 $ 66,104 10% record increase Optional Year 5 15,000 $ 68,087 3% annual increase Total with Optional 2 Years $ 305,669 '12,4& s • • Version 4.0 Software License Agreement Page 14 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 Additional Terms 1. Any additional services rendered above those included in this agreement will be billed separately. A cost estimate will be submitted by WaterOnScene for approval by CUSTOMER prior to rendering of services. Billing is calculated to the next 15-minute increment and invoiced monthly. There is a 2-hour minimum for each support service incident. The current rate for additional services is as follows: a. $175 per hour: 8AM to 5PM, Monday through Friday (excluding national holidays). b. $265 per hour: 5:01PM to 12AM, Monday through Friday (excluding national holidays). c. $350 per hour: 12:01AM to 7:59AM, Monday through Friday and 24 hours on weekends and national holidays. 2. An active Business Associate Agreement must be maintained. 3. Street Fire RMS Maintenance for the North Zone Shared site is included at no additional cost for Carlsbad as an active Street EMS client. Street Fire RMS Maintenance costs will be assessed when/if Carlsbad is no longer a Street EMS client, & should wish to continue use of Street Fire RMS. 4. Street EMS Support & Maintenance fees will automatically increase 3% each year on the anniversary of the Effective Date. 5. Street EMS Support & Maintenance fees based on a maximum annual EMS incident volume of 10,000. Annual volume in excess of 10,000 EMS records may trigger an increase to Street EMS Support & Maintenance fees. 6. WaterOnScene shall provide CUSTOMER with not less than ninety (90) advanced notice, in writing of any proposed changes to the rates, excluding the automatic increase under term 4 of this section. CUSTOMER can elect to terminate this Agreement, without penalty, with written notice to WaterOnScene not less than sixty (60) days prior to the effective date of any change. WaterOnScene cannot change its rates more than once per calendar year. Prerequisites: CUSTOMER shall provide all CAD and mobile devices. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 days' ■ ■ Version 4.0 Software License Agreement Page 15 of 31 © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT C SUPPORT TERMS Software Support Services. During the term of the Agreement, CUSTOMER shall receive standard Software Support Services from WaterOnScene. Subject to payment of fees, WaterOnScene shall provide the following Software Support Services for the WaterOnScene 1. Standard Support. WaterOnScene will provide reasonable email support for problem determination a working hours of 8:00 a.m. to 5:00 p.m. (business hours), Monday through Friday (business days, excluding major holidays and WaterOnScene recognized holidays), Pacific Time for all prob contact email address (support@wateronscene.com). This contact information is subject to change upon written notice to CUSTOMER. Help desk support can be reached during Standard Support Hours at (619) 955-6488 x101. The support line will ring a support person or persons during business hours. WaterOnScene has policies and procedures in place to ensure best reasonable efforts are made to answer all support calls during business hours, and to return any missed calls as soon as reasonably possible. 2. Emergency Support. Emergency support can be reached for resolution of business-critical issues outside of Standard Support Hours at (619) 363-4007. This contact information is subject to change upon written notice to CUSTOMER. Calling the emergency support line constitutes authorization for WaterOnScene to bill two hours at the rates described in Exhibit B Section 1, a-c. If the resolution will take longer than two hours to complete, WaterOnScene will get approval before performing additional billed work, per the terms in Exhibit B, Section 1. WaterOnScene reserves the right to waive this charge at its sole discretion. 3. Updates and Upgrades. WaterOnScene will, from time to time when and if available, make available to CUSTOMER Updates and Upgrades. Nothing herein shall require WaterOnScene to develop or provide Upgrades or Updates except as necessary to comply with its Error Correction obligations described herein. Updates and Upgrades will be treated as Software and subject to the terms of the License Agreement. 4. Maintenance Window. WaterOnScene will, from time to time, be required to perform routine maintenance to the applications. The regular weekly maintenance windows are Wednesdays, from 10:30am-12:00p.m. PST, and Sundays, from 2:00-3:00pm, PST. During the window Users may only be able to utilize Street EMS & Street Fire RMS in offline mode. 5. Error Correction. WaterOnScene will correct reproducible errors in the Software, and deployment and use of the Software as provided by WaterOnScene according to the schedule below. provided, or modified by CUSTOMER. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 software licensed by CUSTOMER ("Software"): nd resolution as described further herein during WaterOnScene' s normal lems related to the Software ("Standard Support"). WaterOnScene maintains a support assist CUSTOMER in resolving operational issues pertaining to the CUSTOMER's WaterOnScene's obligations under this section shall not include error correction for any software written, ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 Priority Description Acknowledgement Resolution Standard Issues Issues that are not Priority Issues Within 3 days Commercially reasonable effort Priority Issues Issues that substantially degrade the performance of the Software or materially restrict the use of the Software Within 24 hours Commercially reasonable effort (A) Acknowledgement consists of an acknowledgement to the CUSTOMER, via email or telephone, as to the receipt of the problem as reported. (B) Resolution consists of providing, as appropriate, one of the following to CUSTOMER: an existing correction; a new correction; a viable detour, work around or temporary patch and, where the fix is temporary, a plan on how the problem will be finally corrected. 6. Services By Designated Parties. WaterOnScene may designate third parties including distributors, OEMs (Original Equipment Manufacturers), or VARs (Value Added Resellers) to provide any of the Software Support Services identified in this Exhibit C, provided, however, that WaterOnScene shall at all times remain responsible to CUSTOMER for the performance of all Software Support Services. 7. On-Site Emergency Support. In critical situations, CUSTOMER may request WaterOnScene to provide on-site emergency software support services as a separate and distinct billable service. Such services shall be reimbursed at the then current rates set forth in Exhibit B for additional services. 8. Obligations for Operational Support. 8.1. Contact Persons. CUSTOMER will designate at least two (2), but no more than five (5) Contact Persons (or such other replacement individuals as CUSTOMER may designate in writing) who shall be the sole contacts for the coordination and receipt of the Software Support Services set forth in this Agreement. Each Contact Person shall be knowledgeable about the Software and receive training from WaterOnScene personnel. If WaterOnScene is unable to contact any designated Contact Person after reasonable attempts to do so, and such contact is necessary for performing the Software Support Services, WaterOnScene may delay performance of the services until WaterOnScene is able to contact a designated Contact Person, in which case the times for Resolution set forth above will be adjusted for any such delay. 8.2. Supporting Data. CUSTOMER will provide reasonable supporting data to aid in the identification and resolution of the issue. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 CUSTOMER's ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT D HOSTING & SECURITY 1. Hosting. WaterOnScene will ensure that any hosted servers and network protocols that are used to deliver the licensed software reside in data centers that are located within the United States. WaterOnScene will notify the CUSTOMER if it intends to relocate its hosted servers to another data center. WaterOnScene will maintain the following hosting structure: Infrastructure Overview WaterOnScene's Datacenter is considered a Tier 3: 99.982% Availability Expandable 100Mbps dual fiber redundant connection to the Internet 24/7 monitored environmental systems with A/C backup system PV solar powered, grid tied, with diesel backup generator Redundant UPS backed power to servers WaterOnScene's Server Hosts for Business-Critical Applications Two Multi-Core Processors N+1 Redundant Power Supplies RAID 10 and RAID 5 Storage Subsystems Microsoft Windows Server 2019 Microsoft SQL Server 2019 with Transparent Data Encryption Physical Security External cameras record and provide video surveillance around the exterior of the building. Internal cameras record and provide video surveillance of points of entry. Authorized personnel enter the building by RF keys and access is logged. Guests are greeted at the door and log the visit into a logbook that can be matched to video surveillance. Building security during closed hours is remotely monitored by a security company. Additional two-factor authentication is required to enter the data center. Access to the data center is electronically logged and recorded on video. The log is audited monthly. Guests to the data center have an escort while in the data center. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 • • • • • • • • • • • • • • • • ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 Network Security All servers are protected by multiple Network Security Appliance firewalls. Application servers are on their own private network. Employee workstations are not connected to this network. Unique User identification is required on all sensitive infrastructure and user access is logged. Remote access to the network is through a Virtual Private Network (VPN). IP address Geo Filtering so only United States IP addresses are allowed to connect. Application Security Communication with the Web server over the Internet requires HTTPS, using 256-bit SSL encryption. Database servers are not exposed to the Internet. Access to data must go through an edge server. Data at rest is stored encrypted with the AES-256 algorithm. Access to PHI is monitored and logged. Additional HIPAA Security All servers, workstations and laptops are protected by antivirus software. OS patch management policy & procedures require that critical patches are applied within 30 days. All servers and workstations have either an hourly, daily, or weekly backup schedule. Laptops hard drives are encrypted at rest. Monthly archiving of offsite backups is stored encrypted and over 50 miles away. The Security Administrator conducts HIPAA security training at start of employment and annually. Every employee is trained to understand and follow HIPAA compliance standards. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 • • • • • • • • • • • • • • • • ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT E BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") effective on ___________________ is entered into by and between World Advancement of Technology for EMS and Rescue, Inc. (the "Business Associate") and the City of Carlsbad (collectively and individually the "Entity"). RECITALS A. The purpose of this Agreement is to comply with the business associate contract requirements set forth in the Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164 ("HIPAA Privacy Rule") and state law requirements regarding the privacy of protected health information, and the Security Standards for Electronic Protected Health Information ("Security Regulations") at 45 C.F.R. Parts 160 and 164. B. The parties hereto may or may not have or will in the future have a prior oral or written agreement (the "Service Agreement"), under which the Business Associate regularly uses and/or discloses Protected Health Information in its performance of services for the Entity; C. This Agreement sets forth the terms and conditions pursuant to which Protected Health Information that is provided by the Entity to the Business Associate, or created or received by the Business Associate from or on behalf of the Entity, will be handled during the term of the Service Agreement and after its termination. DEFINITIONS Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms in the HIPAA Privacy Rule. A. "Disclose" and "Disclosure" mean, with respect to Protected Health Information, the release, transfer, provision of access to, or divulging in any other manner of Protected Health Information outside Business Associate's internal operations or to other than its employees. B. "Electronic Media" means: Electronic storage media including memory devices in computers (hard drives) and any removable/transportable digital memory medium, such as magnetic tape or disk, optical disk, or digital memory card; or Transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the internet (wide-open), extranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the physical movement of removable /transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via electronic media, because the information being exchanged did not exist in electronic form before the transmission. C. "Electronic Protected Health Information" means Protected Health Information that is transmitted or maintained in Electronic Media. D. "Information System" means an interconnected set of information resources under the same direct management control that shares common functionality. A system normally includes hardware, software, information, data, applications, communications, and people. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 November 19, 2024 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 E. "Protected Health Information" or "PHI" means information that (i) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual, or the past, present or future payment for the provision of health care to an individual; (ii) identifies the individual (or for which there is a reasonable basis for believing that the information can be used to identify the individual); and (iii) is received by Business Associate from or on behalf of Entity, or is created by Business Associate, or is made accessible to Business Associate by Entity. "Protected Health Information" includes Electronic Protected Health Information. F. "Security Incident" means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information in, or interference with system operations of, an Information System which contains Electronic Protected Health Information. However, Security Incident does not include attempts to access an Information System when those attempts are not reasonably considered by Business Associate to constitute an actual threat to the Information System. G. "Use" or "Uses" mean, with respect to Protected Health Information, the sharing, employment, application, utilization, examination or analysis of such Information within Business Associate's internal operations. H. Services. Pursuant to the Service Agreement, the Business Associate provides services for the Entity that involve the use and disclosure of Protected Health Information. NOW, THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions contained herein, the Business Associate and the Entity agree as follows: I. Permitted Uses and Disclosures of Protected Health Information 1.1 Except as otherwise specified herein, the Business Associate shall: (a) Use or disclose Protected Health Information necessary to perform its obligations under the Services Agreement, provided that such use or disclosure would not violate the Privacy and Security Regulations if done by the Entity. All other uses not authorized by this Agreement are prohibited. (b) Additionally, the Business Associate may disclose Protected Health Information for the purposes authorized by this Agreement only (i) to its employees, subcontractors, and agents, in accordance with Section 2.l(e) hereof, (ii) as directed by the Entity, or (iii) as otherwise permitted by the terms of this Agreement including, but not limited to, Section l .2(b) below. 1.2 Business Activities. Unless otherwise limited herein, the Business Associate may: (a) Use the Protected Health Information in its possession for its proper management and administration and to fulfill any present or future legal responsibilities of the Business Associate provided that such uses are permitted under applicable state and federal confidentiality laws. (b) Disclose the Protected Health Information in its possession to third parties for the proper management and administration of the Business Associate, provided that disclosures are required by law, or the Business Associate obtains reasonable assurances, as Entity determines to be sufficient, from the person to whom the information is disclosed that the information will remain confidential and will be used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which the person is aware in which the confidentiality of the information has been breached. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 (c) Aggregate the Protected Health Information in its possession with the protected health information (as that term is defined in 45 C.F.R. § 164.501) of other covered entities (as that term is defined in 45 C.F.R. § 160.103) that the Business Associate has in its possession through its capacity as a business associate (as that term is defined in 45 C.F.R., § 160.103) to such other covered entities, provided that the purpose of such aggregation is to provide the Entity with data analyses relating to the health care operations (as that term is defined in 45 C.F.R. § 164.501) of the Entity. Under no circumstances may the Business Associate disclose Protected Health Information of the Entity to another Entity absent the explicit written authorization of the Entity. 2. Responsibilities of the Parties 2.1 With regard to its use and/or disclosure of Protected Health Information, the Business Associate hereby agrees to: (a) Not use or further disclose Protected Health Information other than as permitted or required by this Agreement or as otherwise required by law; (b) Use appropriate safeguards, as World Advancement of Technology for EMS and Rescue determines to be appropriate, to prevent the use or disclosure of the Protected Health Information other than as provided for by this Agreement; (c) Establish and implement procedures for mitigating, to the extent practicable, any harmful effect that is known to the Business Associate of a use or disclosure of Protected Health Information that violated the requirements of this Agreement; (d) Specifically as to Electronic Protected Health Information, Business Associate warrants that it shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic Protected Health Information. (e) Report to the Entity, in writing, any use and/or disclosure of the Protected Health Information that is not permitted or required by this Agreement, as well as each Security Incident of which Business Associate becomes aware. Business Associate will also report, as required by law, the breach to the U.S. Department of Health and Human Services and any other required agencies. The initial notice shall be made within forty-eight (48) hours from the time the Business Associate becomes aware of the non-permitted Use, Disclosure or Security Incident, followed by a full written report no later than five (5) business days from the date the Business Associate becomes aware of the non-permitted Use, Disclosure or Security Incident; (f) Require all of its employees, representatives, and agents, including subcontractors, that receive or use or have access to Protected Health Information under this Agreement to agree in writing to adhere to the same restrictions and conditions on the use and/or disclosure of Protected Health Information that apply herein, including the obligation to return or destroy the Protected Health Information as provided under Section 4.3 hereof; (g) Provide access, within ten (10) calendar days of receipt by the Business Associate of a request by the Entity, to Protected Health Information in a Designated Record Set, to the Entity or, as directed by the Entity, to an Individual in order to meet the requirements under 45 C.F.R. § 164.524 (the term "Designated Record Set" shall have the same meaning as the term "designated records set" in 45 C.F.R. § 164.50 I; the term "Individual" shall mean the person who is the subject of Protected Health Information); Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 (h) Make any amendment(s) to Protected Health Information in a Designated Record Set that the Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 at the request of the Entity or an Individual, within ten ( I 0) calendar days of receipt by the Business Associate of such request; (i) Make available all records, books, agreements, and policies and procedures relating to the use and/or disclosure of Protected Health Information received from, or created or received by the Business Associate on behalf of, the Entity available to the Entity, or at the request of the Entity to the Secretary of the U.S. Department of Health and Human Services ("HHS"), in a time and manner designated by the Entity or the Secretary, for purposes of the Secretary determining the Entity's compliance with the Privacy and Security Regulations, subject to attorney-client and other applicable legal privileges; (j) Within ten (IO) calendar days of receiving a written request from the Entity, make available to the Entity during normal business hours at the Business Associate's offices all records, books, agreements, and policies and procedures relating to the use and/or disclosure of Protected Health Information for purposes of enabling the Entity to determine the Business Associate's compliance with the terms of this Agreement; (k) Document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528; and (I) Within ten (10) calendar days of receiving a written request from the Entity, provide to the Entity such information as is requested by the Entity to permit the Entity to respond to a request by an Individual for an accounting of disclosures of the Individual's Protected Health Information in accordance with 45 C.F.R. § 164.528. 2.2 Responsibilities of the Entity. With regard to the use and/or disclosure of Protected Health Information by the Business Associate, the Entity hereby agrees to: (a) Inform the Business Associate of any changes in, or revocation of, the consent or authorization provided to the Entity to use Protected Health Information, if such changes affect the Business Associate's permitted or required uses and disclosures; and (b) Notify the Business Associate, in writing and in a timely manner, of any restriction to the use and/or disclosure of Protected Health Information that the Entity agreed to as provided for in 45 C.F.R. § 164.522. 3. Mutual Representation and Warranty Each party hereto represents and warrants to the other party hereto that all of its employees, agents, representatives and members of its work force, whose services may be used to fulfill obligations under this Agreement, are or shall be appropriately informed of the terms of this Agreement and are under legal obligation to fully comply with all provisions of this Agreement. 4. Term and Termination 4.1 Term. This Agreement shall become effective on the Effective Date, and shall terminate when all of the Protected Health Information provided by the Entity to the Business Associate, or created or received by the Business Associate on behalf of the Entity, is destroyed or returned to the Entity, or, if it is infeasible to return or destroy the Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section 4. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 4.2 Termination. As provided for under 45 C.F.R. § 164.504(e)(2)(iii), the Entity may immediately terminate this Agreement and any related agreement if it determines that the Business Associate has breached a material term of this Agreement. Alternatively, the Entity may choose to: (i) provide the Business Associate with ten (10) calendar days written notice of the existence of an alleged material breach; and (ii) afford the Business Associate an opportunity to cure such alleged material breach upon mutually agreeable terms. Failure to cure in the manner set forth in this Section 4.2 is grounds for the immediate termination by the Entity of the Agreement. If termination is not feasible, the Entity shall report the breach to the Secretary of HHS. This Agreement will automatically terminate without any further action of the parties upon the termination or expiration of the Service Agreement. 4.3 Effect of Termination. (a) Except as provided in paragraph (b) of this Section 4.3, upon termination of this Agreement, for any reason, the Business Associate shall return or destroy all Protected Health Information received from the Entity, or created or received by the Business Associate on behalf of Entity. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of the Business Associate. The Business Associate shall retain no copies or back-up tapes of the Protected Health Information. (b) In the event that the Business Associate determines that returning or destroying the Protected Health Information is infeasible, the Business Associate shall provide to the Entity written notification of the conditions that make return or destruction infeasible. Upon mutual agreement of the parties hereto that return or destruction of Protected Health Information is infeasible, the Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as the Business Associate maintains such Protected Health Information. (c) In the event that it is infeasible for the Business Associate to obtain from a subcontractor or agent any Protected Health Information in the possession of the subcontractor or agent, the Business Associate shall provide to the Entity written notification of the conditions of such infeasibility and, require the subcontractor or agent to agree to extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures by the subcontractor or agent of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as the subcontractor or agent maintains such Protected Health Information. (d) The respective rights and obligations of the Business Associate and the Entity under this Agreement shall survive the termination of this Agreement indefinitely. 5. Indemnification. The parties hereto agree to indemnify, defend and hold harmless each other and each other's respective employees, directors, officers, subcontractors, agents or other members of its workforce (each of the foregoing hereinafter referred to as "indemnified party") against all actual and direct losses suffered by the indemnified party and all liability to third parties arising from or in connection with any breach of this Agreement or of any warranty hereunder or from any negligence or wrongful acts or omissions, including failure to perform its obligations under the Privacy and Security Regulations, by the indemnifying party or its employees, directors, officers, subcontractors, agents or other members of its workforce. Accordingly, on demand, the Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 indemnifying party shall reimburse any indemnified party for any and all actual and direct losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys' fees) which may for any reason be imposed upon any indemnified party by reason of any suit, claim, action, proceeding or demand by any third party which results from the indemnifying party's breach hereunder. The obligation of the parties hereto to indemnify any indemnified party shall survive the expiration or termination of this Agreement for any reason. 6. Miscellaneous. 6.1 Notices. Any notices required or permitted to be given hereunder by any party to the other shall be in writing and shall be deemed delivered upon personal delivery; twenty-four (24) hours following deposit with a courier for overnight delivery; or seventy-two (72) hours following deposit in the U.S. Mail, registered or certified mail, postage prepaid, return-receipt requested, addressed to the parties at the following addresses or to such other addresses as the parties may specify in writing: If to the Business Associate: If to the Entity: World Advancement of Technology for EMS and Rescue 1748 San Diego Avenue San Diego, CA 92110 City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 6.2 Government Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 6.3 Venue. In the event of any litigation under this Agreement, the parties agree that the venue for such litigation shall be the County of San Diego in the State of California. 6.4 No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties' hereto any rights, remedies, obligations, or liabilities whatsoever. 6.5 Regulation References. A reference in this Agreement to a section in the Privacy and Security Regulations means the section as in effect or as amended, and for which compliance is required. 6.6 Amendment. This Agreement may not be modified or amended, except by mutual written agreement. The parties hereto agree to take such action as is necessary to amend this Agreement from time to time as is necessary for the Entity to comply with the requirements of· the Privacy and Security Regulations and HIPAA. 6.7 Enforcement. In the event that either party hereto shall be required to enforce the terms of this Agreement, whether with or without arbitration, the prevailing party shall be entitled to recover the costs of such action, including reasonable attorneys' fees. 6.8 Entire Agreement: Modification. This Agreement shall constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the parties hereto relating to such subject matter. 6.9 Severability. In the event any provision of this Agreement is held to be unenforceable or void for any reason, the remainder of the Agreement shall be unaffected and shall remain in full force and effect in accordance with its terms, unless such unenforceability or voidability defeats an essential business term hereof. 6.10 Waivers. A waiver by either party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. 6.11 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits the Entity to comply with the Privacy and Security Regulations. 6.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same agreement. Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year above first written. "Business Associate": World Advancement of Technology for EMS and Rescue, Inc. Signature: _______________________ Print: ___________________________ Title: ___________________________ Date: _______________________________ "Entity": City of Carlsbad Signature: _______________________ Print: ___________________________ Title: ___________________________ Date: _______________________________ APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Kelin Buckley coo 10/29/2024 Geoff Patnoe Assistant city Manager 11/19/2024 ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 EXHIBIT F IT ADDENDUM TO CONTRACTOR AGREEMENT FORM World Advancement of Technology for EMS and Rescue, Inc., a Delaware corporation are using the standard form agreement provided by the Contractor. Nevertheless, and amends and modifies the Agreement as provided below: 1. Payment. Notwithstanding anything i Addendum is attached, the payments to be made by the City for all goods, services and other deliverables under this Agreement shall not exceed one hundred seventy- one thousand four hundred seventy-eight dollars for the initial three-years of the Agreement, if available extensions are executed the pricing will be as indicated in Exhibit B Schedule of Fees. 2. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 3. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor , shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 The City of Carlsbad ("City") and ("Contractor") 'S the parties agree that this addendum is a part of the form agreement ("Agreement"), n the Contractor's form to which this 's online forms or agreements ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 City to agreeto amodificationbymeans other thanaffirmatively signing amodification to the Agreement. k. Requiring the City to engage in binding arbitration. l. Obligating the City to pay court costs, costs of collection, or fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). n. Requiring City to provide notice prior to disclosure of government records subject to California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). o. Imposing interest on late payments or requiring interest to be paid on disputed amounts. p. thirty (30) days written notice to Contractor. 4. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: Sensitive Information. In instances where any agreement, purchase order, or Scope of exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 48 hours or sooner by telephone, unless shorter time is required by Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 attorneys' Limiting the City's ability to terminate the Agreement by providing a. Work is for the provision of Public Cloud Services where City's sensitive data may be b. c. Contractor's d. ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing ormation among the Contractor Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applica which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs damages, and losses for infringement or violation 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 Contractor as reseller, Contractor will pass through to the City such indemnity rights as it receives from such third party and will cooperate in its enforcement. i. product or services or any part thereof become, or in reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of the service or product Infringing Item of any liability for infringement; or (ii) replace or 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 Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 e. f. g. the City's inf 's employee and agents. ■ 's tions ("apps") (including without limitation reasonable attorneys' fees), Aside from Contractor's indemnification obligation, should the Contractor's (" ■ ") free © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid in the current term. However, in the event Contractor exercises option (iii), Contractor shall provide Customer with ninety (90) days of use and access to the Infringing Item prior to termination. Warranty. Contractor warrants that the appliable product and services (1) will substantially conform to the requirements of the Agreement; (2) will be free of material defects and will be performed with professional care and skill; (3) will be free, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software; (4) will not infringe or violate any U.S. Intellectual Property Right; and (5) if software, perform in accordance with the software license and accompanying manuals and other printed documents. Further, to the extent Contractor is legally able to do so, Contractor warrants it will pass through any applicable third-party warranties to the City and will reasonably cooperate in enforcing them. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 h. City's Limitation on Liability. The City's liability for damages to Contractor for any cause ■ ■ © WATERONSCENE 1748 San Diego Avenue, San Diego, CA 92110 (619) 955-6488 / fax (619) 299-9946 IN WITNESS WHEREOF, the parties have obtained all necessaryapprovals and have caused the Agreement and this addendum to the Agreement to be executed by their duly authorized representatives. CONTRACTOR CITY OF CARLSBAD By: By: (sign here) Assistant City Manager (print name/title) Attest: By: (sign here) SHERRY FREISINGER City Clerk (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 Kelin Buckley coo ~~ R.. ~ ~ ~ for ■ ■ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ,.-----, ACORD© I ~ 10/22/2024 858-212-7233 805-504-2096 eSummers Insurance Aaencv eSummers Insurance Agency 858-212-7233 I 805-504-2096 10620 Treena St, Ste 230 Heather@eSummerslnsurance.com San Diego, CA 92131 Trisura Cowbell World Advancement of Technology for EMS and Rescue 1748 San Diego Avenue, San Diego, CA, 92110 ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ A Professional Liability ✓ ATB666207702 11/30/2024 11/30/2025 each occurrence $3,000,000 B Excess Prof Liability ✓ PLM-CB-X1JY27KK0 11/30/2024 11/30/2025 each occurrence $2,000,000 Errors & Omissions policy above includes Cyber Liability Coverage. Should any of the above-described policies be cancelled before the expiration date, the issuing insurer will endeavor to mail 30 days written notice (10 days' notice if due to non-payment) to the certificate holder named below, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 s~ Heather Springfield I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (201 /0 ) © 1988-201 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 World Advancement of Technology for EMS and Rescue, Inc 1748 San Diego Avenue San Diego, CA 92110 City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 10/29/202510/29/2024P100.693.847.11YY X A X X 2,000,000 100,000 5,000 2,000,000 2,000,000 S/T Gen. Agg. 10/16/2024 Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 ,,,----, ACORD® I ~ have ADDITIONAL INSURED provisions or I f--D □ f-- f-- f-- Fl □ □ f-- f--~ f--f-- f--f-- f--H I I I I I □ I 5 6 3 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $. Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $. Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $[explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) (Date) Docusign Envelope ID: 027EF60C-9F4D-47AE-848E-C49A8311 E6E1 MARIE ASHE-NUTTER/ INFORMATION TECHNOLOGY 12/3/24 SOFTWARE LICENSE AGMT WITH GL WORLD ADV ANCMENT OF TECHNOLOGY 2M IT has been working with the vendor for awhile now and had not required them to increase their GL amount. They have requested that amount remain the same since they have just renewed their insurance. 53,040.00 3YR □ 12/5/2024 ! "#"$#%#& ' ( )( !* + !" " #$ %&&'%()*'())(+)!,%-'(*('! ! ),,- . , /0 ' 1 - /0 . "" "# # "#" / - *23 , 0 " 12 $0 312"#" " #" 4 5 4 4 $ 4 4 $5 4 #" " 0 " $ " " $$ 6 4 #" # P100.693.847.11 World Advancement of Technology for EMS and Rescue, Inc 31 11/18/2024 The City of Carlsbad ~'ft HISCOX