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TALOSYS, Inc; 2025-02-03;
City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR FACILITY MONITORING SERVICES PILOT TALOSYS INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and TALOSYS, Inc., a Delaware Corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is who is able to furnish, install, maintain and support a facility monitoring solution. B. Contractor has the necessary experience in providing professional services and advice related to facility monitoring solutions. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed ten thousand six hundred eighty-three dollars and forty-one cents ($10,683.41). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 February 3rd City Attorney Approved Version 5/22/2024 Page 2 City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 3 10. 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 connection with performance of the services by Contractor or Contractor’s agents, representatives, 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 California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” 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. 10.1.2 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. 10.1.3 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 4 10.2.3 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 available to the City.” 10.2.4 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 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. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 5 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Ruby Sarda Title IT Director Title President Dept IT Address 16776 Bernardo Center Drive Suite 203 CITY OF CARLSBAD SAN DIEGO, CA 92128 Address 1635 Faraday Ave Phone 858-286-7099 Carlsbad, CA 92008 Email ruby@talosys.io Phone 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 6 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has ten (10) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering sixty (60) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 7 or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California regardless of conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 26. TECHNOLOGY TERMS AND CONDITIONS 26.1 Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where City’s sensitive data may be 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. 26.2 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 Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 8 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. 26.3 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 Contractor’s action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. 26.4 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 24 hours or sooner by telephone, unless shorter time is required by 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. 26.5 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 the City’s information among the Contractor’s employee and agents. 26.6 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’s 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 applications (“apps”) 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. 26.7 Intellectual Property Indemnification. 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 (including without limitation reasonable attorneys’ fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided by this Agreement. Aside from Contractor’s indemnification obligation, should the product or services or any part thereof become, or in Contractor’s 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 Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 9 (“Infringing Item”) free 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 reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid. 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. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 10 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2025. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California TALOSYS Inc., a Delaware Corporation By: By: (sign here) IT Director Ruby Sarda/President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Surya Sarda/ Secrectary Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 January17th City Attorney Approved Version 5/22/2024 Page 11 EXHIBIT A SCOPE OF SERVICES AND FEE Pilot Phase Software and Equipment After a Request for Qualifications (RFQ) process, the City selected Contractor for the immediate installation and activation of a facility monitoring solution at its Fire and Police Headquarters building located at 2560 Orion Way no later than sixty (60) days after contract execution for a Pilot Phase evaluation. This Pilot Phase will serve as the validation and confirmation to the City of the Contractor’s product offering and its stated capabilities within Contractor’s proposal in response to RFQ 24-03. The duration of the Pilot Phase evaluation will range between 3 and 6 months. During the Pilot Phase, the City will evaluate the performance and operation of services and equipment of the Contractor’s Facility Monitoring solution. Pilot Phase success will be determined by the City. The City reserves the right to terminate the Pilot Phase contract and not to proceed with any additional phase of the project if the Contractor is unable to provide services as desired and requested. Contractor will supply the following hardware: SKU DESCRIPTION QTY RATE AMOUNT TSLTC2-LT Indoor Temperature Sensor 3 169.00 507.00 TSHUM Humidity Sensor 1 143.00 143.00 TSLS-1 Leak Sensor 10 148.00 1,480.00 TSOC-1 Open/Close Door Sensor 2 144.00 288.00 TS718PA22 Bottom-Mounted Ultrasonic Liquid Level Sensor 1 882.00 882.00 TS718N363 Wireless 3-Phase Current Meter with 3 x 630A Clamp-On CT (powered by 2 x ER14505 3.6V Lithium AA battery) 3 595.00 1,785.00 TSODGT-001D Outdoor Gateway 2 595.00 1,190.00 HARDWARE SUBTOTAL 6,275.00 TAX 768.41 HARDWARE TOTAL 7,043.41 Software: SKU DESCRIPTION QTY RATE AMOUNT TSMONA Annual Monitoring Subscription (Includes Maintenance & Support) 20 92.00 1,840.00 SOFTWARE TOTAL 1,840.00 Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 12 Installation: SKU DESCRIPTION QTY RATE AMOUNT TSINTS Installation, configuration and Training 1 1,800.0 0 1,840.00 INSTALLATION TOTAL 1,840.00 HARDWARE TOTAL 7,043.41 SOFTWARE TOTAL 1,840.00 PILOT AGREEMENT TOTAL 10,683.41 Hardware Installation Notes: The Wireless 3-Phase Current Meter sensor uses 3 Rogowski coils that go around the 3 phase cables, sensing the values by induction. The sensors are clip-on wireless sensors that do not require electricity to be shut down. Installation will be completed by a Contractor provided qualified and licensed industrial electrician with OSHA and NFPA 70E standard Arc shield PPE. The Bottom-Mounted Ultrasonic Liquid Level Sensor are wireless and ultrasonic sensors that do not require any alteration to the tank the sensor is being installed in. Hardware Warranty: For the duration of this agreement, any hardware device installed as part of this agreement that is defective or ceases to function will be replaced by the Contractor at no cost to the City. Scope of Work: 1. System Configuration and Integration • Network Setup: Establish a secure and robust LoRaWAN network to connect all deployed sensors for seamless data transmission. • Integration with Existing Systems: Ensure sensors and IoT infrastructure integrate smoothly with existing facility management systems, such as building automation systems and emergency response technologies. 2. Dashboard Development and Launch • Dashboard Configuration: Develop monitoring dashboards that display real-time data from all sensors. The dashboards should be user-friendly and customizable to suit the needs of different city departments. • Feature Implementation: Include features such as alert notifications, data visualization, reports, and basic analytic functions. 3. Data Collection and Initial Monitoring • Start Data Collection: Begin collecting data from the installed sensors to monitor various parameters like temperature, energy usage, and system performance. • Monitor System Stability and Data Integrity: Ensure that the data collected is accurate and the systems remain stable and operational under different conditions. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 13 4. Training and User Feedback • Staff Training: Conduct training sessions for city staff who will be using the monitoring system. Ensure they are comfortable with the dashboard functionality and understand how to interpret the data and respond to alerts. • Gather Initial Feedback: Collect initial user feedback on system usability, data utility, visualization functions, and any issues encountered to plan necessary adjustments. 5. Evaluation and Reporting • Performance Evaluation: Assess the effectiveness of the pilot systems in enhancing operational efficiency, reliability, and user engagement. • Report Generation: Create detailed reports on the pilot's outcomes, including performance metrics, user feedback, and recommendations for system improvement or expansion. 6. Adjustment and Optimization • System Refinement: Based on the feedback and data analysis, make necessary adjustments to the sensor configurations, dashboard features, and overall system setup. • Optimization for Scalability: Identify and implement changes that will facilitate scaling the system in the next phase, ensuring that enhancements are sustainable and cost- effective. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 14 EXHIBIT B Software as a Service License Agreement 1. Definitions 1.1 "Service" means the Provider's proprietary software applications and related services made available to the City on a subscription basis. 1.2 "User" means an individual authorized by the City to use the Service, who has been supplied with a user identification and password by the City (or by Contractor at City’s request). 1.3 "Documentation" means the user guides, manuals, and other documentation provided by the Contractor to the City in connection with the Service. 2. License Grant and Restrictions 2.1 License Grant. Subject to the terms and conditions of this Agreement, the Contractor grants the City a non-exclusive, non-transferable, worldwide right to access and use the Service during the Agreement Term solely for the City's internal business operations. 2.2 License Restrictions. The City shall not (i) modify, copy, or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on the City's own intranets or otherwise for the City's internal business purposes; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service; or (iv) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service. 3. Proprietary Rights 3.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, the Contractor reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to the City hereunder other than as expressly set forth herein. 3.2 Restrictions. The City shall not (i) permit any third party to access the Service except as permitted herein or in an order form, (ii) create derivate works based on the Service, (iii) copy, frame or mirror any part or content of the Service, other than copying or framing on the City’s own intranets or otherwise for its own internal business purposes, (iv) reverse engineer the Service, or Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 City Attorney Approved Version 5/22/2024 Page 15 (v) access the Service in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Service. 4. Support Services 4.1. Contractor agrees, during the term of this Agreement, to provide unlimited technical support for software utilized in the delivery of services covered under this agreement. 4.2. The Contractor’s support web site will be available 24 x 7 for submitting City support requests. The Contractor’s support desk will be staffed from 8:00 a.m. to 5:00 p.m. Pacific Standard Time, Monday to Friday, excluding Contractor published holidays. 4.3. When the City submits a support request through the Contractor’s support web site during normal Contractor hours for support, as specified in Section 4.2 of this Agreement, Contractor and City will categorize, and Contractor will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, City must call the provided Contractor support number to report or confirm Critical and High priority issues. Severity Definition Response Time Resolution Time Critical City site is down. < 3 hours Immediate and ongoing effort, with daily reporting to City as necessary until a work-around or fix has been provided. High Major impairment of at least one important function of City’s site. All important City functions are working albeit with extra work. < 1 business day Proceed with fix as high priority work with reporting to City as necessary until a work-around or fix has been provided. Medium One or more minor City functions not working. Major usability irritations impacting staff at City. < 3 business days Proceed with fix as medium priority work, according to schedule set by Contractor. Low Minor usability irritations. Work-around exists. < 5 business days Proceed with fix as low priority work, according to schedule set by Contractor Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 BENEFITS •Provide improved service level agreements for LoRa •Affordable LoRa connectivity in or around commercial buildings •Quick & easy to deploy •Carrier approved FEATURES •Ethernet RJ-45 10/100 BaseT for IP backhaul •Optional 4G-LTE IP backhaul •Multiple power options serve a variety of applications •Models available with external LoRa antenna for improved performance •Built-in LoRa Network Server and Packet Forwarder MultiTech Conduit®AP Access Point for LoRa®Technology US915 Models MultiTechConduit®AP harnesses the power of the LoRaWAN®protocol to provide in-building penetration and connectivity to thousands of IoT assets. Easy to deploy, the Conduit AP extends LoRa®connectivity in commercial buildings like hotels, convention centers, offices and retail facilities providing coverage in difficult to reach areas cell tower or rooftop deployments may not penetrate. The Conduit AP offers a development environment for developers and IT professionals alike. mPower™Edge Intelligence features an easy-to-use graphical interface set-up and includes a built-in LoRa Network Server and Packet Forwarder to connect locally clustered assets on a private LoRaWAN network directly to your choice of IoT data platforms. The mPower extends complex processing to the edge to reduce upstream communication and operational costs. The Conduit AP provides Ethernet or optional 4G-LTE IP backhaul. www.multitech.com/conduitap Wireless Protocol Wireless Sensors and/or EmbeddedMultiTechmDot™& xDot® CellularWirelessor WiredEthernet Field Area Networks Internet Insight +Action +Control Services Cloud Data Platform Processing |Gateway Ethernet4G Big Data Analytics Sensing &Controlling Things Energy • Renewables • Oil & Gas • Utilities Spaces • Sustainability• Facilities Management• Video Surveillance Environments • Weather• Air Quality• Occupancy MultiTechConduit®AP ® CONSOLE Exhibit "C"Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 Cloud-based Application Store and IoT Device Management MultiTech DeviceHQ®is cloud-based tool set for managing the latest generation of MultiTech devices. It incorporates all the functionality of MultiTech Device Manager, on which so many M2M and IoT applications already rely for remote monitoring, upgrades and configuration of entire device populations – whether one or 1 million. DeviceHQ takes remote device management and maintenance to a new level, by providing an application marketplace, allowing users to browse applications or build their own then easily deploy them to and customize them for remote devices from anywhere. Programmable embedded software provides enhanced security and enables task execution at the edge for reduced latency and cost optimization. mPower™Edge Intelligence embedded software delivers programmability, network flexibility, enhanced security and manageability for scalable Industrial Internet of Things (IIoT) solutions. mPower simplifies integration with a variety of popular upstream IoT platforms to streamline edge-to-cloud data management and analytics, while also providing the programmability and processing capability to execute critical tasks at the edge of the network to reduce latency; control network and cloud services costs, and ensure core functionality – even in instances when network connectivity may not be available. mPower software specifications can be found here. LENS®Embedded Network Server & Key Management Toolset for LoRaWAN®Networks LENS is a hybrid LoRaWAN®network management platform that enables deployment and management of LoRaWAN networks at scale. Designed for private and enterprise networks, LENS provides a site-by-site user account and centralized management for LoRa®end devices, as well as configuration and control of Conduit® gateways. LENS has the capability to assign unique access rights to individual users, add gateways and LoRa end nodes in bulk, or create separate organizations and network segmentation to support different IoT use cases or applications. ® mPower™ E D G E I N T E L L I G E N C E Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 HARDWARE SPECIFICATIONS Models MTCAP-LNA3-915 / MTCAP2-LNA3-915 MTCAP-915 / MTCAP2-915 Mobile Network Operator AT&T, T-Mobile**Verizon Non-Cellular Performance 4G-LTE Category 1 N/A Fallback 3G - HSPA+No Fallback Frequency Band (MHz) 4G:B2(1900), B4(AWS1700), B5(850), B12/B13(700)3G:B2(1900), B5(850) 4G:B2(1900), B4(AWS1700), B13(700) Packet Data (LTE FDD)Up to 10 Mbps downlink, Up to 5 Mbps uplink Input Voltage 5 VDC 2.5A input provided by 100-240 VAC 50/60 Hz 0.4A external adaptor Input Voltage (PoE Models) Ethernet Input Power: 37 - 57 VDC provided by PSE injector with power rating of 25W or greateror5 VDC 2.5A input provided by 100-240 VAC 50/60 Hz 0.4A external adaptor Power over Ethernet Standard (PoE Models)IEEE 802.3at Processor & Memory ARM9 processor with 32-Bit ARM & 16-Bit Thumb instruction sets • 400 MHz • 16K Data Cache • 256 MB Flash Memory• 16K Instruction Cache • 128X16M DDR RAM LoRa Specifications LoRa Frequency Band 915 MHz LoRa Channel Plan US915 (US902-928) Channel Capacity 8-channels (half-duplex) LoRa Maximum Output Power(MTCAP Models)Maximum EIRP (includes external LoRa antenna): 25.7 dBm LoRa Maximum Output Power(MTCAP2 Models)Maximum EIRP (includes external LoRa antenna): 27.8 dBm Connectors Power 2.5mm, 5 Volt power jack Ethernet RJ45 Ethernet jack (10/100 port) SIM 3FF Micro SIM N/A Antennas (-041A&042AModels)LoRa: reverse polarity female SMA / Cellular: No external antenna connection. Internal only Physical Description Dimensions (L x W x H)165 (6.5) x 135 (5.3) x 36 (1.4) mm (in) Weight 0.68 kg (1.5 lb) Chassis Type PC-ABS (polycarbonate-ABS) Environmental Operating Temperature 0° C to +70° C Storage Temperature -40° C to +85° C Relative Humidity 20% to 90%, non-condensing Certifications EMC Compliance United States: FCC Part 15 Class B / Canada; ICES-003 Class B Radio Compliance United States: FCC Part 22H, Part 24E, Part 27. FCC Part 15B / Canada: ISED. RSS-247 Issue 2 (Canada). ICES-003 Issue 6 Safety UL/cUL 60950-1 / UL/cUL 62368-1 Mobile Network Operator Approvals PTCRB, AT&T, T-Mobile**Verizon N/A Additional Mobile Network Operator Certifications Available (Contact MultiTech for Details)Canada: Rogers, Bell Mobility, Telus N/A Quality MIL-STD-810G: High Temp, Low Temp, Random Vibration. SAE J1455: Transit Drop & Handling Drop, Random Vibration, Swept-Sine Vibration. IEC68-2-1: Cold Temp. IEC68-2-2: Dry Heat Warranty 2-Years - www.multitech.com/legal/warranty * Operating temperature excluding power supply. Power supply UL listed at 40C.** T-Mobile approval on MTCAP-LNA3-915 only POWER OPTIONS Commercial buildings and retail facilities present unique installation challenges for installers, specifically in regards to the Access Point location and the availability of power. The Conduit AP offers models with several power options that overcome these challenges and simplify the installation process. DC Power Adapter All Conduit AP models are capable of being powered through the use of an external power adapter. Some models come packaged with a 100 – 240 VAC power adapter. Power over Ethernet models do not include a power adapter, but one can be purchased separately. Conduit AP DC-powered models must always be located near an DC wall outlet. PoE Power Select Conduit AP models have the added feature of being powered through the Ethernet connector using a Power over Ethernet injector (available separately) or through the customers industrial enterprise router. In both cases, the Conduit AP is a PoE powered device (PD) and requires a PoE injector or industrial enterprise router capable of delivering 37 – 57 VDC with a power rating of 25W or higher. Conduit AP PoE models do not have the mounting limitations of DC-powered models, unless being powered using a 100 – 240 VAC power adapter (available separately) instead of using PoE power. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 Produced in the U.S. of U.S. and non-U.S. components. Features and specifications are subject to change without notice. The LoRa® name and associated logo are trademarks of Semtech Corporation or its subsidiaries. Trademarks and Registered Trademarks: MultiTech and the MultiTech logo, MultiConnect, Conduit, mDot, xDot, mPower, DeviceHQ: Multi-Tech Systems, Inc. All other products and technologies are the trademarks or registered trademarks of their respective holders. 2022-06 • 86002211 • © 2022 Multi-Tech Systems, Inc. All rights reserved. ORDERING INFORMATION MultiTech Conduit®AP 4G LTE Models Model Description Region MTCAP2-LNA3-915-042A-POE LTE Cat 1 mPower Programmable Access Point 8-channel, NAM 915 MHz, external LoRa antenna, Power over Ethernet and Accessory Kit #1 (AT&T & Verizon) MTCAP-LNA3-915-041A LTE Cat 1 mPower Programmable Access Point 8-channel, NAM 915 MHz, external LoRa antenna, DC power and Accessory Kit #2 (AT&T, T-Mobile, Verizon) MultiTech Conduit®AP Ethernet Only Models Model Description Region MTCAP2-915-042A-POE Ethernet Only mPower Programmable Access Point 8-channel, NAM 915 MHz, external LoRa antenna, Power over Ethernet and Accessory Kit #1 MTCAP-915-041A Ethernet Only mPower Programmable Access Point 8-channel, NAM 915 MHz, external LoRa antenna, DC power and Accessory Kit #2 Accessory Kit Overview Description Accessory Kit #1 Accessory Kit #2 Power Supply with Region-Specific Blades • LoRa Antenna •• Ethernet Cable ••Mounting Bracket •• Quick-Start Guide •• ADDITIONAL ACCESSORIES Ordering Part Number Description Region PS-5VCB-SBC-U-Global 100-240VAC/5VDC Power Supply w/Push-on Barrel Global and region-specific power blades (US, UK, EU, AU/NZ) • Replacement power supply (-041 models only) • Accessory for non-PoE applications (-042 models) AN868-915A-1HRA 868-915 MHz RP-SMA Antenna, 8" (3.0 dBi) Global • Replacement LoRa antenna (-041 and -042 models only) CA-RJ-45 Ethernet Cable (RJ-45, 6 ft) Global • Replacement Ethernet Cable PS-56V-POE-NAM-1 Power over Ethernet Injector NAM • Single Port 30W Power over Ethernet Transformer with NAM Power Cord • Accessory for PoE models (-042 models) • Also available in 5-packs Go to www.multitech.com for detailed product model numbers. Services & Warranty MultiTech’s comprehensive Support Services programs offer a full array of options to suit your specific needs.These services are aimed at protecting your investment, extending the life of your solution or product, and reducing total cost of ownership. Our seasoned technical experts, with an average tenure of more than 10 years, can walk you through smooth installations, troubleshoot issues and help you with configurations. Technical Support Services At MultiTech, we’re committed to providing you personalized attention and quality service while providing you a quick response to your product support needs. We have several options of support for you to choose from. For additional information on Support Services as well as other service offerings, please contact your MultiTech representative or visit www.multitech.com/support.go World Headquarters Multi-Tech Systems, Inc. 2205 Woodale Drive Mounds View, MN 55112 U.S.A. Tel: 763-785-3500 Toll-Free: 800-328-9717 Email: sales@multitech.com www.multitech.com Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 TALOSYS Current & Volt Sensor Compatibility Supports single-phase (2-wire), single-phase (3-wire), and three- phase (4-wire) systems. Detection Method Rogowski coils or current transformers (CTs) Volatage Range 85 - 305 VAC Power Apparent and Active Power Current Range Up to 4000A Energry Apparent and Active Power Frequency Range 47-63 Hz Operating Current (277 VAC): 0.015 - 0.12 A Power Self Powered Operating Temperature: 2 - 80 °C IP Rating IP66 Dimensions(LxWxH)1.25 x 1.25 x 14.5 in Weight 3.7 oz Mounting Options Magnetic backing or self-tapping screw TALOSYS Inc, 4445 Eastgate Mall, Suite 200, San Diego, CA 92121 | www.talosys.io © TALOSYS Inc. All rights reserved. TALOSYS and TALOSYS logo are registered trademarks of TALOSYS Inc. Voltage and Current Sensor Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 TALOSYS Inc, 4445 Eastgate Mall, Suite 200, San Diego, CA 92121 | www.talosys.io © TALOSYS Inc. All rights reserved. TALOSYS and TALOSYS logo are registered trademarks of TALOSYS Inc. FEATURES Magnetic Open/Close detection Datalogger feature stores data when the network is unavailable. Set an alert if the door is left open for an extended period of time. Upload data for each door open or close event. Maintain a historical record of door openings. Track door openings during off-hours. Quick and Easy to InstallWireless sensors with long battery life can be installed in minutes. AnalyticsCan calculate last door open duration. Actionable AlertsSet sensor reading thresholds, alert settings, and receive alerts via SMS text message and/or email. Long Battery LifeBattery can last up to 5 years. Security & PrivacyHighest HIPAA-compliant data protection standards, with end-to-end inbuilt AES encryption. Custom ReportingSetup to schedule custom, daily, weekly and/or monthly reporting. Continuous, Wireless, Real-Time Door Monitoring. TALOSYS® Door Monitoring System Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 TALOSYS Liquid Level Sensor (TS718PA22) Detection Method Ultrasound Measurement Range 9.8 to 295 inches Accuracy ±(1cm+S*0.3%) (S: Distance) Measuring Angle 40° Cable Length 9.8 inches Battery 8500mAh Li/SOCl2 Battery Life Up to 5 Years Battery Monitoring Yes Operating Temperature: -40 ~ 85°C IP Rating IP66 Dimensions(LxWxH)5.9 x 4.7 x 2.2 in Weight 7.8 oz TALOSYS Inc, 4445 Eastgate Mall, Suite 200, San Diego, CA 92121 | www.talosys.io © TALOSYS Inc. All rights reserved. TALOSYS and TALOSYS logo are registered trademarks of TALOSYS Inc. Liquid Level Sensor Ultrasound Level Dectection Method Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 TALOSYS Temperature & Humidity Sensor Temperature Sensor TSLTC2-LT Range -40 to + 80°C Accuracy ±0.2 @ 0-90 °C Resolution 0.01°C Long Term Shift: <0.03 °C/yr Humidity Sensor (TSHUM) Range 0 ~ 99.9% RH Accuracy ± 2%RH(0 ~ 100%RH) Resolution 0.01% RH Long Term Shift: <0.25 %RH/yr Specifications Battery 8500mAh Li-SOCI2 Battery Life Up to 5 Years Battery Monitoring Yes Operating Temperature: -40 ~ 85°C IP Rating IP66 Dimensions(LxWxH)5.1 x 2 x 1.8 in Weight 5.3 oz Temperature Sensor TALOSYS Inc, 4445 Eastgate Mall, Suite 200, San Diego, CA 92121 | www.talosys.io © TALOSYS Inc. All rights reserved. TALOSYS and TALOSYS logo are registered trademarks of TALOSYS Inc. Features * Calibrated, linearized, and temperature compensated digital output Sensirion, SHT31. * Enclosed in waterproof, anti-condensation casing for extended use. * Ultra-low power consumption * Built-in alarm * AES 128 Bit Encryption * Supports wireless “Over the Air” firmware updates * Optional external 3 meters SHT31 probe Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 TALOSYS Inc, 4445 Eastgate Mall, Suite 200, San Diego, CA 92121 | www.talosys.io © TALOSYS Inc. All rights reserved. TALOSYS and TALOSYS logo are registered trademarks of TALOSYS Inc. Rope Water Leak Sensor TALOSYS TSLS-1/2 Water Leak Sensor * Detection Method: Senses water presence through metal probes (2 or 3) with a conductive sensing method. * Reliable Binary Detection: Provides accurate status for timely alerts on water presence. * Counts and Duration Tracking: Tracks the number of leak events and calculates the duration of the last leak. * Periodic Reporting: Sends regular status updates, even without a leak event, to ensure connectivity. Operating Temperature: -40°C to +85°C. * Low Power Consumption: Optimized for long battery life, reducing maintenance needs. * Firmware Updates: Supports wireless over the air (OTA) firmware update. Three Probes Two Probes TALOSYS LWR-01 Water Leak Sensor * Detection Method: Utilizes a conductive rope to detect water presence by completing an electrical circuit. * Non-Localized Detection: Alerts for water presence without specific position identification. * Operating Temperature: -40°C to +85°C. * Low Power Consumption: Optimized for long battery life, reducing maintenance needs. * Flexible Installation: Suitable for large or irregular spaces, covering a wide area. * Firmware Updates: Supports wireless over the air (OTA) firmware update. Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE 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 onthis 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. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE 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 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 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 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 OCCURRENCEDAMAGE 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 12/31/2024 12831 12537 A X HDG.CPP.24.6KGR-GPGU 07/01/2024 07/01/2025 2,000,000 250,000 2,000,000 4,000,000 2,000,000 X X HDG.CPP.24.6KGR-GPGU 2,000,000 Errors & Omissions LiabilityCyber Liability Vouch Insurance Services, LLCVouch Specialty Insurance Services, LLC3739 Balboa St, #1073San Francisco, CA 94121 State National Insurance Company Chubb National Insurance Company Travis Hedge (844)488-6728 COIs@vouch.us X A 07/01/2024 07/01/2025 TALOSYS Inc.16776 Bernardo Center DriveSuite 203San Diego, CA 92128 City of Carlsbad, California1635 Faraday Ave Carlsbad, CA 92008 10,000 X HDG.CEM.24.5J2T-H43N 07/01/2024 07/01/2025C Policy Aggregate Liability Limit: $2,000,000Cyber Aggregate Liability Limit: $2,000,000Errors & Omissions Aggregate Liability Limit: $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) (25) 7180-34-19 United Specialty Insurance Company 10052 B 06/29/2024 06/29/2025 1,000,000 1,000,000 1,000,000 X Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7 State National Insurance Company COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad (effective 01/07/2025). Provided, however, City of Carlsbad is an additional insured only to the extent that liabilities fall within obligations of TALOSYS Inc. to indemnify such additional insured pursuant to a written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"caused, in whole or in part, by your acts oromissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations;or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted bylaw; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insuredwill not be broader than that which you arerequired by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured isrequired by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. POLICY NUMBER: HDG.CPP.24.6KGR-GPGU Docusign Envelope ID: 3929CC5A-76E2-4883-B55C-A94A36D02AA7