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Green Halo Systems Inc; 2025-03-19;
Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR CONSTRUCTION WASTE MANAGEMENT TRACKING SOFTWARE SERVICES GREEN HALO SYSTEMS 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 Green Halo Systems, Inc., a Colorado corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in providing a software solution that provides Construction Waste Management to meet state reporting requirements. B. Contractor has the necessary experience in providing professional services and advice related to providing a software solution that provides Construction Waste Management to meet state reporting requirements. 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 three (3) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year terms or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. 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 twenty-three thousand four hundred eighty-four dollars ($23,484). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed five thousand three hundred twenty- eight dollars ($5,328) per Agreement year. 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." Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F 19th March Page 2 City Attorney Approved Version 5/22/2024 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 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F Page 3 City Attorney Approved Version 5/22/2024 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. 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. 10.1.5 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F Page 4 City Attorney Approved Version 5/22/2024 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. 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. 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F Page 5 City Attorney Approved Version 5/22/2024 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. 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 Manny Mendoza Title IT Director Title Project Manager Dept IT Address 2431 Zanker Road CITY OF CARLSBAD San Jose, CA 95131 Address 1634 Faraday Ave. Phone (408) 868-2992 Carlsbad, CA 92008 Email manny@greenhalosystems.com 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 6 regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS 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 five (5) 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 thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ninety (90) 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. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 7 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. 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. 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 8 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 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 Green Halo Systems, Inc., a Colorado corporation By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: 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: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F Dean Rodatos CEO SecretaryFrank Medina March7th Senior City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEES Contractor will provide City access to its platform WasteTracking.com which will provide the City with a completely customizable waste tracking system that will give the City the functions and features of Green Halo plus additional advanced next generation tracking features that further enhance the City’s ability to track, monitor and report waste flows from construction projects. This cloud-based waste diversion and tracking system for construction and demolition debris, will include the following: Current System Functionality: Current City Tracker features include the following functions: Completely paperless system Set custom diversion requirements as defined by the City Monitor waste management plans generated by contractors Track waste and recycling activity on all projects Real time City diversion rates and information View real time Carbon Footprint reduction from the City’s recycling program Use Report generator for creating comprehensive reports & Statistics View City’s recycling trends by material, project type, construction type and more Export Data to Excel & Other Formats Organize all City construction projects and their recycling receipts in one place Track Hauler Activity & Facilities Used Integrate into City’s permitting software Multi-User Interface Data Share Interface Anytime anywhere mobile access from any mobile device No Installations, No Downloads Automatic Back Ups & Upgrades Tech Support &Training included City Tracker System Features: WasteTracking.com next generation tracking system includes all of the following features and the City’s own City Tracker website (Exhibit B): Exclusive WasteTracking.com portal that acts as City’s standalone waste tracking portal with customizable graphics and color schemes to match City’s look and feel. Unique city domain, Carlsbad.WasteTracking.com that serves as a single point of contact for clients and city officials. Real Time Municipal Transparency Display that showcases City’s Recycling, Carbon Footprint and Material statistic totals. API Connectivity that connects directly into City’s permitting software to expedite the waste management plan process while streamlining review and permit close out. Scale House Integration connects contractors and recycling facilities to the City’s WasteTracking.com platform eliminating the need for paper tickets and simplifying the reporting process (integration fees apply per facility). City Track Mobile App connects contractors and their subcontractors to their projects via their mobile devices allowing for clear communication of the projects waste management Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 10 requirements and easy one touch easy upload of recycling tickets. A completely paperless reporting system. Smart City = Smart Waste – City can quickly and easily implement waste tracking programs for tracking any waste stream, from construction to school systems, from office buildings to restaurants you can implement a recycling program and track any waste stream with a click of your mouse. WasteTracking.com City Tracker Portal Package Showcase City’s recycling efforts. The City Tracker Portal has all the same waste tracking features as the standard Project Tracker but in addition includes a customizable standalone “Portal” to showcase City’s recycling statistics and create a single point of communication for all contractors, haulers and City officials to interact. The City Tracking Portal includes: Unique City Domain: Carlsbad.WasteTracking.com City Tracker Portal: (Exhibit B) - One Time Set Up Fee $5,000 City Tracker waste tracking portal. Allows contractors to create waste management plans through custom City portal Display City overall recycling statistics and information, carbon footprint savings and materials recycled for all city projects combined. Ticket Upload Function allows contractors, subcontractors and haulers to direct upload recycling information City Stats in to review detailed recycling reports on projects Public Face Page that allows the public to view basic recycling and carbon footprint stats along with Social Media interaction Customizations: o Main picture control and color scheme. o Plan Auto Approval: system determines if the plan estimates above the City diversion requirement of 65% (+ other logic) and if so the Plan will Auto Approve in Green Halo. o Project Auto Completion: system determines if project meets City Diversion Requirement of 65% and if so the project will Auto Complete in Green Halo. o Addition of Email Notifications. Addition of Custom Reports. Monthly Hosting: $99 per month Web site hosting and maintenance. Includes tech support and training. Access Fee: $345 per month ($3 per 1,000 residents) Based on residential population for Carlsbad, CA of 115,000. System Options: API Permitting Software Integration: $2,500 one-time setup fee Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 11 Technical Specifications Records Retention WasteTracking.com is deployed on a Linux (or Mac OS)/Apache/MySql/PHP redundant (at least two locations in separate counties) on a dedicated server infrastructure. All data is stored in at least two secure locations. Sensitive data such as passwords are additionally encrypted on the server. Any data lost on one system, shall be recoverable within one business day. Each server has external hard drives attached to the system with remote power switching to the external drives. When the backup takes place, the hard drives attached to the server are powered up. We then create an incremental backup of the entire drive. Once the backup is complete, that hard drive is then powered down for additional safety. The external hard drives are bootable allowing for fast recovery. All data transactions will occur over a 256-bit SSL encrypted link. Access to Data GHS provides the user with the ability to download standard and customized reports in .csv format for use in other software. These features allow for: data sorting, research and tracking on materials recycled, salvaged & disposed, construction types, building types, recycling facilities, contractors and much more, all available at any time. Technical Support Technical support is free to the client during normal business hours Monday thru Friday 8am – 5pm PST. Training Training is provided free of charge to at least one designated staff member. Our training staff is available and able to provide training to multiple jurisdictions and users simultaneously. We will also provide free online training tutorials. Timing The system can be up and running within 7 days of signing this agreement. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 12 Fee Schedule: One Time Costs Description Total WasteTracking.com City Tracker Template $5,000 API Connection to Tyler Enterprise Permitting & Licensing $2,500 Total One Time Costs $7,500 Ongoing Annual Costs Description Monthly Costs Annual Cost Hosting Hosting and maintenance $99 $1,188 By Population Charge Monthly city fee for servicing its residents ($3 per 1,000 residents) (@115,000 residents) $345 per month $345 $4,140 Total Annual Costs $5,328 Billing Terms Year 1 (One Time Costs + Annual Costs) $12,828 Year 2 $5,328 Year 3 $5,328 Initial Term Total $23,484 Year 4 (optional) $5,328 Year 5 (optional) $5,328 Agreement Not to Exceed Total $34,140 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 13 EXHIBIT B City Tracker Portal City Tracker Portal Includes: Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 14 EXHIBIT C Technology Terms & Conditions 1. License Grant and Restrictions 1.1 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. 1.2 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. 2. Proprietary Rights 2.1 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. 2.2 Restrictions. The City shall not o create derivate works based on the Service, o 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, o reverse engineer the Service, or o 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. Support Services 3.1. 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. 3.2. 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 7:00 a.m. to 7:00 p.m. Pacific Standard Time, Monday to Friday. 3.3. When the City submits a support request through the Contractor’s support web site during normal Contractor hours for support, as specified in Section 3.2 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. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 15 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 4. Data 4.1. 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. 4.2. 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. 4.3. 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 72 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 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 16 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. 5. Background Checks 5.1. 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. 6. Information Technology Access 6.1. Contractor shall endeavor to make all electronic and information technology procured through this Agreement 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 will strive to comply 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 strive to respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. 7. Patent, Copyright and Trade Secret Indemnity. 7.1 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. 7.1.1. 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 (“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 item; 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. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F City Attorney Approved Version 5/22/2024 Page 17 8. Warranty. 8.1. 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. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/3/2025 License # 0757776 (805) 879-9508 (951) 231-2572 30104 Green Halo Systems Inc 300 South Jackson Street Ste 520 Denver, CO 80209 29424 37540 A 2,000,000 X 57SBABC7V23 7/26/2024 7/26/2025 100,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 57SBABC7V23 7/26/2024 7/26/2025 B 57WECDI8380 7/26/2024 7/26/2025 1,000,000 Y 1,000,000 1,000,000 C Cyber w/ Tech E&O V1654D241101 9/10/2024 Each Claim/Aggregate 1,000,000 The City of Carlsbad is Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form SL3032 06/21. Should the policies be cancelled before the expiration date, Hub International Insurance Services Inc. (Hub), independent of any rights which may be afforded within the policies to the certificate holder named below, will provide to such certificate holder notice of such cancellation within thirty (30) days of the cancellation date, except in the event the cancellation is due to non-payment of premium, in which case Hub will provide to such certificate holder notice of such cancellation within ten (10) days of the cancellation date. The City of Carlsbad 1635 Faraday Ave, Carlsbad, CA 92008 GREEHAL-01 BSHANKAR HUB International Insurance Services Inc. 40 E Alamar Ave Santa Barbara, CA 93105 Weijia Meng Cal.CPU@Hubinternational.com Hartford Underwriters Insurance Company Hartford Casualty Insurance Company Beazley Insurance Company X 9/10/2025 X X X X X Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Insured Name: Green Halo Systems Inc Policy Number: 57SBABC7V23 Effective Term: 7/26/2024 - 7/26/2025 Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,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 or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,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 or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Docusign Envelope ID: 0B8B40EA-46A9-4EBB-AB1F-FF102C26723F