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2025-04-29; City Council; Resolution 2025-091
RESOLUTION NO. 2025-091 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH CAN/AM TECHNOLOGIES, INC. FOR THE IMPLEMENTATION SERVICES AND SOFTWARE AS A SERVICE FOR THE TELLER CASHIERING SOLUTION IN AN AMOUNT NOT TO EXCEED $1,592,217 OVER A TEN-YEAR PERIOD WHEREAS, the City Council of the City of Carlsbad, California, has determined that it is in the best interest of the city to replace its core suite of applications used for human resources, finance, cashiering, and utility billing (“Core Systems Modernization”); and WHEREAS, the existing human capital management, finance, cashiering, and utility billing systems have reached the end of their typical lifespans and are in need of replacement; and WHEREAS, the Information Technology Department solicited proposals from firms interested in and qualified to design, implement and support off-the-shelf human capital management, financial, cashiering, and utility billing systems; and WHEREAS, staff selected Can/Am Technologies, Inc. as the replacement system vendor for the cashiering application following a formal proposal process; and WHEREAS, Can/Am Technologies, Inc. has negotiated an agreement for implementation services and software as a service for the Teller cashiering solution for a not to exceed amount of $1,592,217 over a ten-year period; and WHEREAS, the Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and Services requires the City Council’s approval for the procurement of professional services or services that cost more than $100,000 per agreement year; and WHEREAS, a Strategic Digital Transformation Investment Program (SDTIP) project was approved in fiscal year 2022-23 and budget is available for the implementation and first two years of maintenance of the Core Systems Modernization applications; and WHERAS, the budget for years 3 through 10 will be included in the city’s annual operating budgeting process; and WHEREAS, the City Manager will have the authority to execute the Can/Am Technologies, Inc. agreement for implementation services and software as a service in an amount not to exceed $1,592,217. Exhibit 3 April 29, 2025 Item #1 Page 215 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.The proposed action is not a “project” as defined by California Environmental Quality Act Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the execution of various agreements for the implementation and annual subscription or maintenance services of information technology applications. The action has no potential to cause either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. 3.That the Can/Am Technologies, Inc. agreement (Attachment A) for implementation services and software as a service is hereby approved, and the City Manager is hereby authorized to execute all required documents on behalf of the City. 4.That the total for the implementation services and software as a service with Can/Am Technologies, Inc. shall not exceed $1,592,217 for the ten-year agreement. 5.That the funding for the first two years of the agreement is budgeted in the SDTIP project. 6.That the funding for years 3 through 10 will be included as part of the Information Technology Department Operating Fund’s annual budget request process. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 29th day of April, 2025, by the following vote, to wit: AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin. NAYS: None. ABSTAIN: None. ABSENT: None. ______________________________________ KEITH BLACKBURN, Mayor ______________________________________ SHERRY FREISINGER, City Clerk (SEAL) April 29, 2025 Item #1 Page 216 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Teller Software as a Service Agreement This is the Teller Software as a Service Agreement dated as of _________________________ Effective Date CanAm a company incorporated under the laws of Colorado, having its principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and City of Carlsbad, California, having its principal place of business at 1635 Faraday Avenue, Carlsbad, CA 92008 (hereinafter referred as "Client"). RECITALS 1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale processes for Client. 2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the accountability and transparency of financial management for Client. AGREEMENT Client and CanAm agree as follows: 1. DEFINITIONS 1.1. Agreement this document and all schedules attached or incorporated by reference, and any subsequent addendums or amendments made in accordance with the provisions hereof. 1.2. Annual Software as a Service Fee the annual fee payable by Client for the use of Teller software, including Teller support services, including Updates, and SaaS Services provided by CanAm under this Agreement. 1.3. Concurrent User means the users who are logged on at the same time and sharing a finite number of licenses. 1.4. Confidential Information has the meaning set out in section 13 of this Agreement. 1.5. Configuration(s) all work required to configure Teller to reflect the business rules, workflow, security and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and conversion scripts developed for Client. 1.6. Defect a program error that will cause Teller to crash, or program algorithms or logic that produce incorrect results. Defects pertain to the intended operation of Teller as delivered to Client, but do not pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third- Party. Defects do not include changing user preferences, report or screen aesthetics, presentation standards, or validity of converted data. With the exception of Interfaces that connect Teller to Third-Party software as set out in a statement of work, defects do not pertain to problems arising from Third-Party Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm. 1.7. Enhancement any work requested by Client to alter existing Teller features, or to add any new features or functions to Teller software. 1.8. Force Majeure God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, pandemics, unavailability or interruption in telecommunications or Third-Party services not owned, operated, or controlled by CanAm, or failure of Third-Party Software not owned, operated, or controlled by CanAm, or inability to obtain power used in or equipment needed for provision of the Services not control. 1.9. SaaS Services the services provided at the Third-Party hosting facility that are provided by CanAm to Client. Attachment A April 29, 2025 Item #1 Page 217 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 5/1/2025 1.10. SaaS Services Site the Third-Party hosting facility, at a U.S. location of CanAm servers and related equipment are located. 1.11. SaaS Services SLA the SaaS Service Level Agreement as provided in Exhibit B, and any subsequent addendums or amendments made in accordance with the provisions herein. 1.12. Client Infrastructure any Client owned, leased, or licensed information technology hardware and/or software that is required by Client to perform business functions. This hardware and/or software can be providing the infrastructure needed to perform these functions or can also be used as a gateway to an external, non-client owned, infrastructure that provides the necessary business functions. 1.13. Deliverables the services deliverables, documentation and defined milestone objectives set forth in a Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or related documentation licensed directly to Client from a Third-Party, or any modifications or enhancements thereto or derivatives thereof. 1.14. Intellectual Property property that derives from the work of the mind or intellect, specifically, an idea, invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application, right, or registration. Intellectual Property includes: a) Teller pre-existing and newly developed software, or pre-existing and newly developed software Configurations (including stock report definitions) of CanAm; b) CanAm methodologies, processes, tools, and general knowledge of the matters under consideration; and c) any pre-existing or newly-acquired material provided to Client by CanAm under separate license. For clarity, Intellectual Property does not include Third Party APIs that are incorporated into Teller solely as an Interface to Client devices or Third Party Software. 1.15. Interface a connection with Third Party Software or hardware used to deliver a unified end user experience. 1.16. Named User an individual internal to Client who has access to the Teller Production Database. A Named User may access the Teller Production Database from any workstation on Client's network or intranet, or via the Internet. 1.17. On Call Support CanAm published holidays). On Call Support is unstaffed coverage. 1.18. Party or Parties referring to CanAm or Client or both. 1.19. Plugin additional functionality that extends core Teller features. Plugins may be added to Teller to permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle separate from the Teller product release cycle. 1.20. Production Environment the environment provided to Client for end user official business use. 1.21. Response Time the target time for CanAm to respond to Critical, High, Medium and Low support requests (as defined in Section 6.3 of this Agreement). 1.22. Service(s) the professional services to be provided pursuant to the Statement of Work (Exhibit C) or other written request. 1.23. Source Code any and all program code or database definitions developed by CanAm programmers using a formal programming language and used by Teller software. 1.24. Specifications means the requirements of the Deliverables as set forth in the Statement of Work (Exhibit C) or an amendment to this Agreement. 1.25. Statement of Work (SOW) a document that describes the implementation services, software products, and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client under this Agreement. The Statement of Work is attached to this Agreement as Exhibit C. 1.26. Teller an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and reconciliation workflows in a single integrated database. Teller includes the reports and documentation that come with the Teller software. April 29, 2025 Item #1 Page 218 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 1.27. Teller Annual Software as a Service Agreement the document (i.e., this Agreement) which provides the terms and conditions under which the right to use Teller is provided to Client. 1.28. Test Environment the environment set up by CanAm to provide testing and training capability for Client. 1.29. Third-Party a person, corporation, organization or entity other than Client or CanAm. 1.30. Third-Party Software any identifiable product embedded in and/or linked to Teller software, but to which the proprietary rights belong to an independent Third-Party. 1.31. Update(s) updates to Teller issued by CanAm, generally every six (6) weeks, to general availability for Teller Clients. 2. SCOPE OF AGREEMENT 2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License to use Teller in the Test and Production Environments. This License includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and subsequent purchase orders. 3. TERM OF AGREEMENT 3.1. This Agreement will remain in effect for a period of five (5) years from signing unless otherwise revised or terminated under the provisions of this Agreement. For clarity, the initial term is contingent upon of the annual SAAS payment according to the terms of this Agreement. The Agreement may be amended to extend it for five (5) additional one (1) year periods. Extensions will be based upon a Council. 4. GRANT OF LICENSE 4.1. This Agreement provides Client with a non-exclusive and non-revocable license for Teller as identified in Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and Client remains current with payment of their Annual Software as a Service Fee. 4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at CanAm hosting site. 4.3. Client is licensed to use Teller only for processing transactions associated with Client business or public purposes. Any other use of Teller by Client is not permitted. 5. SOFTWARE AS A SERVICE FEE 5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to Teller and for associated Teller support and Teller SaaS Services. The first year of the Teller Software as a Service Fee is billable within 30 days of receiving an undisputed invoice which will be sent upon execution of the Agreement. 5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in Exhibit A. 5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services for additional charge under a SOW or directly as professional services for the time and materials hourly rate established in Exhibit A. 5.4. Client agrees to remit payment annually within 30 calendar days of receipt of an undisputed invoice. 6. SUPPORT SERVICES 6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and professional manner. CanAm will provide unlimited technical support for Client Teller support personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller Plugins. 6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller support desk will be staffed from 6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding April 29, 2025 Item #1 Page 219 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 CanAm published holidays. Extended hours of support outside of these working hours can be provided at additional rates per Section 8. 6.3. When Client submits a support request through the Teller support web site during normal CanAm hours for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm will escalate as appropriate, the support request according to the following criteria. To ensure the listed Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical and High priority issues. For clarity, CanAm will respond to critical priority issues outside of normal hours for support if Client uses the support website to alert CanAm of the issue at no additional cost. CanAm will respond in time to support the business hours of uptime that the SLA guarantees. Severity Definition Response Time Resolution Time Critical Client site is down. Major impact to operations of Client site. < 15 minutes Immediate and ongoing effort, with reporting to Client every 4 hours until a work-around or fix has been provided. High Major impairment of at least one important function at Client site. Operations at Client site are impacted. All important Client functions are working albeit with extra work. < 1 hour Proceed with fix as high priority work with reporting to Client as necessary until a work-around or fix has been provided. Medium Client Operations not significantly impacted. One or more minor Client functions not working. Major usability irritations impacting many staff at Client. < 4 hours Proceed with fix as medium priority work, according to schedule set by CanAm. Low Minor usability irritations. Work-around exists. < 2 business days Proceed with fix as low priority work, according to schedule set by CanAm 6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft Office products. Technical support for Teller related Third-Party hardware that may be used by Client, including scanners, printers, credit terminals, and other hardware peripherals is also not included. 6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to CanAm. 6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole discretion as required to repair a Teller Defect will not be charged to Client. 7. CLIENT OBLIGATIONS AND RESPONSIBILITIES Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the following tasks will be the sole responsibility of Client: April 29, 2025 Item #1 Page 220 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 7.1. Infrastructure Support managing the local Internet Service Provider (ISP) providing Client its internet connection and/or its wireless service; managing its own networks; managing all desktop and mobile hardware for Client staff and implementing its own security policies and procedures. 7.2. First-Line Teller Support Client is responsible for providing first-line Teller support to Client staff. First- line Teller Client support is responsible for researching issues and assessing if they are the result of a Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support requests. 7.3. Future Updates Client acknowledges that future Updates of Teller software may require different or additional Client equipment and/or software to function properly. CanAm will provide Client with sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and maintain such different or additional equipment and/or software. 8. PROFESSIONAL SERVICES 8.1. At the request of Client, CanAm may provide any or all of the following professional services: development of custom Configurations, report development, training, extended warranty, first line Teller support, On Call Support, and any other consulting activity. CanAm professional services may be purchased for an all-inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and costs will be specified in a mutually agreed Statement of Work. 8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with the delivery dates and Specifications described in the Statement of Work. 9. PAYMENT FOR SERVICES 9.1. Client will pay the fees set out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the Statement of Work, subject to receipt of invoices from CanAm. 9.2. CanAm will submit invoices and other supporting documentation which may be required by Client describing the Services and deliverables for which payment is claimed. 9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within thirty (30) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution process set out in Section 17 of this Agreement. 10. SOURCE CODE 10.1. This license will provide Client with run-time only capability for Teller as described in Section 2 of this Agreement. 10.2. Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for Client will be provided to Client upon request. 11. REPRESENTATIONS AND WARRANTIES 11.1. CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via an Update if necessary. 11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to clause 11.4, licensed Interfaces are warranted. Material changes to the Client environment may require additional fee-based work. April 29, 2025 Item #1 Page 221 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 11.3. CanAm does not provide warranty for any custom Configuration, custom code not developed by CanAm, or Third Party files included with Teller that are required to integrate with equipment or Third Party software. 11.4. CanAm warrants that it has full power and authority to grant this Teller license and that as of the effective date of this Agreement, the Teller software does not infringe on any existing Intellectual Property rights of any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option either: a) secure for Client the right to continue using the Teller software; or b) modify the Teller software so that it does not infringe but otherwise does not materially alter the Service. If CanAm cannot or does not either secure for Client the right to continue using the Teller software or breach under Section 15.2. This represents Client's sole and exclusive remedy with respect to this warranty. CanAm has no obligation to indemnify Client under this Section if any infringement claim is based upon or caused by the following: (i) a use for which Teller was not designed or specified; (ii) design specifications or any data, information, drawings, manuals, script, or like materials provided by Client to CanAm, which has resulted in the infringement action; and/or (iii) the unapproved combination, operation or use of Teller with any other Third Party product not provided by CanAm, to the extent that such combination, operation, or use results in the loss, damage, claim or expense in question. CanAm provides no warranty whatsoever for any Third Party software or hardware products. In the event of an infringement claim for which Client is or may be entitled to indemnification hereunder, CanAm will CanAm will consult with Client regarding any settlement of Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or proceeding at its own expense and by counsel of its choice. 11.5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE. 11.6. THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR INFORMATION GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS, SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY UPON ANY SUCH ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN. 12. OWNERSHIP OF SOFTWARE AND DATA 12.1. CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 2024, all rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United States of America and Canada. Client will not remove any ownership or copyright notices from Teller software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or disclosure of Teller intellectual property to others, in whole or in part, of Teller is strictly prohibited. 12.2. CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or implied under this Agreement. April 29, 2025 Item #1 Page 222 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 12.3. CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces developed by CanAm for Client. 12.4. Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense, modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to Client. 12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it or they acquire and apply such information without disclosure of any Confidential Information of the other Party. 12.6. Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part of any other software product, commercial or otherwise, without the prior written approval of CanAm. 12.7. Client will retain sole and complete ownership of its data at all times, regardless of the location of the data, and CanAm may not make any use of Client data other than for testing and Service delivery purposes, without the prior written consent of Client. 13. CONFIDENTIAL AND PROPRIETARY INFORMATION 13.1. Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential or proprietary information of the other Party. Each Party will use such confidential or proprietary information only for the purpose for which it was disclosed. 13.2. means all trade secrets or proprietary information designated as such in writing by one Party to the other. All software code in source of object format will be deemed to be proprietary information regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute proprietary information of the releasing Party if: a) it would be apparent to a reasonable person, familiar with the business of the releasing Party and the industry in which it operates, that such information is of a confidential or proprietary nature; or b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving Party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving Party personnel to whom such disclosure was made. 13.3. Each Party will only disclose Confidential Information received by it under this Agreement to personnel who have a need to know such Confidential Information for the performance of its duties and who are bound by an agreement to protect the confidentiality of such Confidential Information. 13.4. Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect Confidential Information, and will be responsible to the other Party for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision. Each Party will promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such violation. 13.5. The obligations of each Party specified above will not apply with respect to any Confidential Information, if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information: a) was generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the receiving Party; b) was already in the possession of the receiving Party at the time of disclosure; c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose such Confidential Information; April 29, 2025 Item #1 Page 223 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 d) was independently developed by the receiving Party without reference to, or reliance upon, the Confidential Information; or e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental regulations, provided that the receiving Party provides prompt written notice of such disclosure to the offended Party. CanAm acknowledges and understands that Client only has ten (10) calendar days to respond to a Public Records Act request. If CanAm seeks a protective order or other appropriate remedy responsibility and must be secured during this timeframe as Client is obligated to comply with its statutory duties and will proceed accordingly. Teller agrees that this Agreement, SOW, amendments, and any other exhibits or attachments are public records, and Client will not provide written notice prior to disclosure. 13.6. If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined in such legislation regarding protection of privacy and disclosure of records with respect to all work done for Client pursuant to this Agreement. 13.7. Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall certify in writing that it has not retained any copies of any materials belonging to or furnished by the other Party, and that any software provided by the other Party pursuant hereto has been de computer and no copies have been retained in any form. The foregoing obligation shall not apply to Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which is not reasonably practicable. 14. LIMITATIONS OF LIABILITY AND INDEMNITY 14.1. CANAM S MAXIMUM TOTAL LIABILITY FOR ANY THIRD PARTY ACTION, CLAIM, LOSS OR DAMAGE ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR DAMAGE, BE IT CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR DIRECT PROVABLE DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE THIRTY-SIX (36) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. FOR CLARITY AND NOT EXCLUSIVELY, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO THIRD PARTY CLAIMS ARISING FROM A BREACH TO THE AGREEMENT TERMS; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH. 14.2. CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO CIRCUMSTANCES WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND, OR ANY LOSS RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF TELLER, OR FROM ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14.3. Subject to Section 14.2, CanAm will indemnify and hold harmless Client and its affiliates, employees, officers, and agents from and against any and all liabilities, losses, damages, costs, and other expenses arising from or relating to any Third Party claim caused by the intentional misconduct or negligence of CanAm or any of its employees, agents or subcontractors in performing the Services, including personal injury and damage to Client property. CanAm will protect, defend, hold harmless and indemnify Client against any Losses in connection with April 29, 2025 Item #1 Page 224 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 any CanAm service provided through this Agreement infringes any Third- rights. 15. TERMINATION AND DEFAULT CONDITIONS 15.1. CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due date provided that CanAm has issued a minimum of two (2) delinquency notices, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within 30 calendar days, CanAm will have cause to terminate this Agreement. 15.2. Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent, or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to terminate this Agreement. 15.3. obligations hereunder, Client may terminate this Agreement with thirty (30) days advance written notice, effective on the last day for which an appropriation has been made. 15.4. Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of amounts due under Section 5; Software as a Service License Fees as CanAm will be entitled to payment for services rendered up to the termination date, Section 14; Limitation of Liability and Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are intended to survive termination of this Agreement. 16. RIGHTS AND OBLIGATIONS 16.1. If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a Service Fee to Client, based on the number of full or partial calendar months of service provided under the Agreement since the last annual renewal date. 16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay the sums due under this Agreement, or of any other obligation accrued prior to the effective date of termination. 16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and further agrees to delete all Teller software from the Client Infrastructure. CanAm shall implement an orderly return of Client data in a mutually agreeable format at a time agreed to by the parties. Once the Client acknowledges receipt, CanAm shall have no obligation to maintain or provide any Client data and shall thereafter, unless legally prohibited, delete all Client data in its systems or otherwise in its possession or under its control. 16.4. Teller is subject to the export control laws of the United States and other countries. Client may not export or re-export Teller software without the appropriate United States and foreign government licenses. Client must comply with all applicable export control laws. 17. DISPUTES 17.1. CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing communications both within and between their respective organizations. Key personnel within CanAm and Client will communicate regularly in order to review the status and priorities for the provision of services by CanAm and Client. April 29, 2025 Item #1 Page 225 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 17.2. In the event of any dispute arising between CanAm and Client with respect to their rights and obligations under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to resolve the dispute, including, if necessary, escalating the dispute to: First level: the Project Manager of CanAm and the Project Manager for Client; and Second level: the President/CEO of CanAm and the Chief Executive for Client. 17.3. In the event the grievance cannot be resolved to the mutual satisfaction of the parties within 30 calendar days, the Party feeling itself aggrieved may request mediation, based on the then-current commercial mediation rules of the American Arbitration Association. The award of the mediation body will be non- binding upon CanAm and Client. 18. RELATIONSHIP OF THE PARTIES 18.1. Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever. 19. WAIVER 19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a waiver of such right or remedy. 20. ASSIGNMENT AND SUCCESSION 20.1. This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner under the same terms and conditions of this Agreement) unless with the prior written consent of the opposite Party signed by an officer thereof, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns. 21. INTENTIONALLY DELETED 22. FORCE MAJEURE 22.1. Neither Party shall be under liability to each other by reason of non-performance or delay in performance of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its ability to perform its obligation hereunder. If performance by CanAm does not resume within a reasonable time, Client may terminate this Agreement and CanAm will only be paid for services rendered up to the termination date. 23. SEVERENCE 23.1. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision can be severed from this Agreement and all other provisions will remain in full force and effect. April 29, 2025 Item #1 Page 226 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24. INSURANCE 24.1. CanAm 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 CanAm or CanAm 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- - admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 24.2. Coverages and Limits. CanAm 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 indemnification obligations under this Agreement. Client, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by CanAm pursuant to this Agreement are adequate to protect CanAm. If CanAm believes that any required insurance coverage is inadequate, CanAm will obtain such additional insurance coverage, as CanAm deems adequate, at sole expense. The full limits available to the named insured shall also be available and applicable to the Client as an additional insured. 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. Automobile Liability. (if the use of an automobile is involved for work for Client). $2,000,000 combined single-limit per accident for bodily injury and property damage. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Professional Liability. Errors and omissions liability appropriate to 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. 24.3. Additional Provisions. CanAm will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: The Client will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the Client. CanAm will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If CanAm maintains higher limits than the minimums shown above, the Client requires and will be entitled to coverage for the higher limits maintained by CanAm. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the Client. 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 Client sent by certified mail pursuant to the Notice provisions of this Agreement. 24.4. Providing Certificates of Insurance and Endorsements. Prior to execution of this Agreement, CanAm will furnish certificates of insurance and endorsements to Client. April 29, 2025 Item #1 Page 227 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 24.5. Failure to Maintain Coverage. If CanAm fails to maintain any of these insurance coverages, then Client will have the option to declare CanAm in breach. 24.6. Submission of Insurance Policies. Client reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 25. CURRENCY 25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars. 26. COMPLIANCE WITH LAWS 26.1. Notwithstanding any clause to the contrary, CanAm will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner affect the performance of the services by CanAm, and will be responsible for the compliance of CanAm's services with all applicable laws, ordinances and regulations. 27. GOVERNING LAW 27.1. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. The parties irrevocably attorn to the jurisdiction of the courts in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue to any other county. 28. COUNTERPARTS 28.1. This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is an original, and all of which together constitute one and the same instrument, notwithstanding that all parties are not signatories to the same counterpart. 29. ENTIRE AGREEMENT 29.1. This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other prior written or oral agreements, representations and other communications between the Parties. In the event of a conflict, the terms of Exhibit D (IT Addendum) shall take precedence over the terms of this Agreement. All terms of any order acknowledgement or other document provided by Client, including but not limited to any pre-printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, shall be null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in writing by the Parties. April 29, 2025 Item #1 Page 228 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 30. 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. Can/Am Technologies Inc, a Colorado corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina Director of Constituent & Clerk Services (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney April 29, 2025 Item #1 Page 229 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit A Licensed Teller Interfaces and Users License Description Quantity Monthly Base Amount Teller Standard License Teller Standard License Package: Production instance of Teller Test instance of Teller 5 Named User Licenses Credit Processing Interface Unlimited read-only users Hosting and Support Services 1 $2,543 Additional Named Users @ $39.20/month/user. Future Named Users are $60/month/user. Named User Licenses (total: 95 user licenses) 90 $3,528 Business System Interfaces at $196/month/interface. Future Business System Interfaces are $275/month/interface. Workday A/R, Energov Permitting, Sprypoint, SirsiDynix 4 $784 End of Day Payment Import Interfaces @ $98/interface. Future End of Day Payment Import Interfaces are $165/month/interface. Civic Rec and Sprypoint Online import 2 $196 Image Cash Letter License / Check Recognition License Image Cash Letter with Wells Fargo and up to 50,000 annual check scans 1 $970 Revenue Submission Up to 8 departments 1 $392 Teller Online Workday A/R, Energov, TOT form, Fire Incident Form 4 $1,005 Monthly Total Pricing based on annual payment $9,418 April 29, 2025 Item #1 Page 230 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Annual Software as a Service Fees License and all other fees are in US dollars and exclude any applicable taxes. Time Period Fee Year 1 $113,016 Year 2 $117,537 Year 3 $122,238 Year 4 $127,128 Year 5 $132,213 Year 6 $137,501 Year 7 $143,001 Year 8 $148,721 Year 9 $154,670 Year 10 $160,857 Professional Services* All rates are in US dollars and exclude any applicable taxes. Service Rate Professional Services Hours $220/hr * After year one, the Professional Services Hourly rate will be subject to an annual increase equal to 4% annually. Year two of the agreement will commence 18 months from the Effective Date or Go Live, whichever is sooner. If Go Live occurs within 12 months of the Effective Date, year two will commence 12 months from the Effective Date. Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, as an amendment to this agreement, and henceforth included in the annual invoice. April 29, 2025 Item #1 Page 231 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit B SaaS Service Level Agreement 1. OWNERSHIP OF DATA 1.1. Client will retain sole and complete, legal and beneficial ownership of its data stored in the Service. 1.2. CanAm Client data are solely restricted to the provision of services described in this SLA. CanAm may not make any other uses of Client data for any reason whatsoever, without the express written consent of Client, unless ordered to release such data by a court of competent jurisdiction. 1.3. Client may request return of any or all of its data at any time, for any reason, and CanAm will provide such data within a reasonable period of time, in native format. 2. OVERVIEW OF SAAS SERVICES 2.1. CanAm is committed to providing secure, reliable and dedicated SaaS Services to Client. For maximum protection and value to Client, CanAm will contract with AWS for provision of Services in the United States. 2.2. CanAm reserves the right to change providers to an alternate service providing comparable functionality, and meeting the standards in this document. 2.3. All SaaS services will be provisioned from data centers located within the United States. In return for Annual Software as a Service Fee, CanAm will configure the service with redundant storage across multiple zones for failover, all malware protection as required. Software used to provide the service will also be kept up-to-date with security patches, including third-party critical updates in a prompt manner after testing. Full data backups are performed to secure client data against loss. 3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES 3.1. While the SaaS Services Site availability will generally be expected to be 24 x 7 (except for scheduled or critical outages), the commitment of CanAm is to provide SaaS Services hosting site availability during CanAm business hours (6:00 am 6:00 pm Monday through Friday Mountain Time, excluding published CanAm holidays) for 99.9% uptime or better in a calendar month. Credits may be claimed only against loss of SaaS Services during CanAm business hours. 3.2. If CanAm during regular Client business hours fails to provide SaaS Services availability, as defined below, in any given calendar month, CanAm will issue a credit towards future SaaS Service Fees in accordance with the following schedule: SaaS Services Site Availability Credit Percentage (of monthly fee) 99.9% to 100% 0% 98.0% to 99.8% 2.5% 97.0% to 97.9% 5% 95.0% to 96.9% 7.5% 90.0% to 95.0% 25% Below 90.0% 100% 3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be calculated to the minute from the time it is first detected (by our monitoring or by Client report) until service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business Days in Month Emergency Outage (as defined below) minutes). Credits will be applied to the next billing cycle. April 29, 2025 Item #1 Page 232 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 3.4. The total amount credited to Client for any given month under this SaaS Services SLA will not exceed the total Annual Software as a Service fee paid by Client for such month for the affected service. Except in cases of gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any nature or kind, or any loss resulting from business disruption arising from any services covered under the terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence), strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of such damages. 3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of CanAm SaaS Services caused by: Scheduled Maintenance Time allocated for scheduled monthly maintenance, Emergency Outage, or critical updates of servers and other CanAm in the calculation of SaaS Services availability described in Section 3.2 of this SaaS Services SLA. Maintenance will be scheduled for outside of Client Business hours specified in Section 3.1 of this SaaS Service SLA. The schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks prior. Except for emergencies, maintenance outages will be communicated via e-mail to the Client at least 2 business days in advance of any such outage. Client Equipment Client is solely responsible for maintaining all Client equipment not at the SaaS Services Site and for ensuring that such equipment is in proper working order, has the correct software installed, and has the ability to connect to the CanAm SaaS Services for the exchange of data. Client ISP Provider Client is solely responsible for maintaining all Client connections with local Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP connections. Internet Outages CanAm is not responsible for Internet outages (including ISP peering) that may make CanAm SaaS Services appear inaccessible when others can still access it. Client Acts or Omissions including acts or omissions of others engaged or authorized by Client, including, without limitation, any negligence, willful misconduct, or use of the SaaS Services in breach of the terms and conditions of this SaaS Services SLA. Emergency Outage - Unavailability of SaaS due to CanAm or hosting provider response to critical Force Majeure April 29, 2025 Item #1 Page 233 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 ©2024 Can/Am Technologies, Inc. Exhibit C: Statement of Work City of Carlsbad, CA Teller Implementation Project April 29, 2025 Item #1 Page 234 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 2 of 15 Overview the City of Carlsbad, CA Can/Am Technologies . The SOW describes the scope and pricing of services and hardware for the Teller implementation project. This Project has a fixed-price cost of $207,755 for professional services, $16,025 in estimated travel costs and $11,555 in hardware costs which are itemized in this document for a total not exceed amount of $235,335. SaaS Licensing costs are specified in the Teller SaaS Agreement. Professional Services costs are fixed costs and payable as per the Payment Milestones section in this document. The schedule will be discussed with the Client project team at the Project Kick-off meeting before a final schedule is established and will be contingent on several factors including Client staff availability and re- sources. April 29, 2025 Item #1 Page 235 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 3 of 15 Contact Information Can/Am Technologies President: Joshua Langemann Direct Phone: 303-847-4684 E-mail: joshua@canamtechnologies.com Can/Am Technologies Director of Implementations: Noah Ardron Direct Phone: 720-577-5180 E-mail: noah@canamtechnologies.com Teller Project Manager: Ben Schweitzer Direct Phone: 720-577-5331 E-mail: ben.schweitzer@canamtechnologies.com Can/Am Technologies Information: Mailing Address: 1819 Denver West Dr, Suite 225 Lakewood, CO 80401 Telephone: 1-844-583-5537 toll-free April 29, 2025 Item #1 Page 236 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 4 of 15 Scope of Work The implementation project includes project planning, project management and project administration services to execute the Project successfully within the stated timelines and budget. The scope includes the project kickoff, Teller setup/configuration, development/testing of all integrations, standard report- ing, training, and UAT/Go-live support. The stated Target Month will be determined by CanAm and the Client and may be adjusted once an approved project timeline is completed. Scope of Services Target Month Activity Description Acceptance Criteria A.2 Project Pre- Planning Preliminary planning, team ramp-up, and kickoff scheduling/project alignment. Kickoff scheduled. 1 Kickoff Meet- ing, Teller Analysis Work- shops, and Configuration 2 days of onsite or remote configuration analysis, including: Teller Kickoff meeting with implementa- tion team members to provide project overview and demonstration of Teller. Analysis workshops for configuration of Teller software for baseline Teller depart- ment. IT workshop for coordination of deploy- ment, hosting, and IT requirements for equipment. Project planning. CanAm has completed workshops and shared the resulting initial decision documentation. CanAm will coordinate pro- ject plan tasks and activities with the client, Workday implementation, and utility billing project teams. 2 Interface Workshops 2 days of onsite or remote interface analysis, in- cluding: Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Directional) SpryPoint Utility Billing (Bi-Directional) Sirsi-Dynix (Bi-Directional) Energov Redirect TO Civic Rec (Payment Import) Sprypoint (Payment Import) InvoiceCloud Credit Integration Wells Fargo ICL During these workshops, CanAm will provide as- sistance to the Client, clarifying what API specifi- cations, database connections, and/or example files that CanAM may need from the Client or the associated business application. CanAm has completed workshops and shared the initial resulting decisions and interface requirements. April 29, 2025 Item #1 Page 237 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 5 of 15 2/3/4 Interface Re- quirements Interface specifications for all third-party inter- faces including: Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Directional) SpryPoint Utility Billing (Bi-Directional) Sirsi-Dynix (Bi-Directional) Energov Redirect TO Civic Rec (Payment Import) Sprypoint Online (Payment Import) InvoiceCloud Credit Integration (Bi-Direc- tional) Wells Fargo ICL CanAm has delivered and Client accepts finalized In- terface Requirements docu- ments based on infor- mation gathered with Client on each interface. 5 Teller Configu- ration Completion of initial Teller Configuration and Setup for baseline Department based on Work- shops. CanAm has performed ini- tial Teller configuration available to Client in Test environment and provided and Client accepts the Teller Configuration Spreadsheet and Analysis Decisions Doc- ument. 5 Revenue Sub- mission Con- figuration Completion of initial Revenue Submission configu- ration. CanAm has performed ini- tial Revenue Submission configuration available to Client in Test environment and Client successfully com- pletes UAT and accepts con- figuration. 6 Interface Con- figuration Configuration of Teller interfaces to: Workday A/R Workday Financials CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 7 Interface De- velopment Development of new Teller interfaces to: Sprypoint Utility Billing (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 8 Interface De- velopment Development of new Teller interfaces to: Sirsi-Dynix (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment. April 29, 2025 Item #1 Page 238 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 6 of 15 9 Interface Con- figuration Configuration of Teller interfaces to: InvoiceCloud Credit Integration Energov (Bi-Directional) CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 10 Interface Con- figuration Configuration of Teller interfaces to: Civic Rec Payment Import Sprypoint Payment Import CanAm has demonstrated working integrations in Cli- ent Test environment and Client successfully com- pletes UAT and accepts con- figuration. 11 Teller Online Configuration Completion of initial Teller Online configuration. Energov Redirect Workday A/R TOT Form (No Workflow) Fire Incident Form (No Workflow) CanAm has performed ini- tial online configuration available to Client in Test environment. 12 System Inte- gration Testing System Integration Testing with Client systems and all interfaces and configuration in place. CanAm has demonstrated all integrations in Client Test environment. 13 Training Delivery of final configuration for 7 Departments. Training preparation and 2-days of onsite or re- mote delivery of setup and training sessions: 1. Teller Usage training (Train the Trainer) 2. Teller Administrator training (Train the Trainer) 3. Revenue Submission Training (Train the Trainer) 4. Teller Online Administration Training Training sessions completed including remedial sessions as needed. 13 UAT ing. Client-led End-User Training. CanAm provides baseline UAT scripts based on CanAm shops and configuration. Client modifies UAT scripts based on internal business processes. Client successfully com- pletes UAT and accepts con- figuration. CanAm has documented all issues identified and re- solved any High or Critical priority issues raised during agreed-upon UAT period and Client accepts resolu- tion. April 29, 2025 Item #1 Page 239 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 7 of 15 14 Go Live Provision Teller Production environment. Provide 2 days of onsite or remote go-live support by a Teller technician. 1-week Post-Go Live Support by Implementation team or until any critical or high priority issues re- main unresolved. Transition to Teller Client Care for ongoing sup- port. Teller is utilized in Produc- tion by Client for two weeks with all in-scope functions operational and any High or Critical priority issues re- solved in Production to Cli- Monthly Project Man- agement Monthly Services Plan and oversee all aspects of the Teller imple- goals on time and within budget. Estimated at 14 months. CanAm will provide monthly project status documents to ager. Estimated Travel Costs Item Description Estimated Total Travel (4 trips) Actual costs billed monthly as incurred in each month $16,025 April 29, 2025 Item #1 Page 240 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 8 of 15 Payment Milestones Invoices will be sent upon completion of milestone deliverables per the schedule below. Hardware and travel will be billed on separate invoices. NOTE: The following planned activities/deliverables are dependent on vendor availability and Client needs. Mutually agreed changes can be made without a formal Change Request, as necessary. Month Planned Activities/Deliverables Notes Amount A.1 Contract Execution 15% of services upon contract execution. $31,100 A.2 Project Pre-Planning Pre-Planning and Kickoff Align- ment. $20,800 1 On-site Kickoff Meeting, Teller Analysis Workshops Deliverable Completed Teller Analysis Decisions Worksheet $6,100 1 Month 1 Project Management PM, Status Meetings, Team En- gagement $5,000 2 On-site Interface Workshops, Interface Requirements Deliverable Initial require- ments findings documents $6,100 2 Month 2 Project Management PM, Status Meetings, Team En- gagement $5,000 3 Interface Requirements Workday A/R (Bi-Directional) Workday Financials Energov Permitting (Bi-Direc- tional) SpryPoint Utility Billing (Bi-Di- rectional) Sirsi-Dynix (Bi-Directional) Deliverable Completed Inter- face Requirements Documents delivered and approved by City. $6,100 3 Month 3 Project Management PM, Status Meetings, Team En- gagement $5,000 4 Interface Requirements Energov Redirect TO Civic Rec (Payment Import) Sprypoint Online (Payment Im- port) InvoiceCloud Credit Integra- tion Wells Fargo ICL Deliverable Completed Inter- face Requirements Documents delivered and approved by City. $6,100 April 29, 2025 Item #1 Page 241 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 9 of 15 4 Month 4 Project Management PM, Status Meetings, Team En- gagement $5,000 5 Teller Configuration, Revenue Submis- sion Configuration Deliverable Completion of configuration of baseline de- partment. Initial configuration of Revenue Submission. $6,100 5 Month 5 Project Management PM, Status Meetings, Team En- gagement $5,000 6 Interface Configuration Progress Pay- ment 1 Workday A/R Workday Financials Deliverable Interface Configu- ration is in progress based off the approved requirements documents $6,100 6 Month 6 Project Management PM, Status Meetings, Team En- gagement $5,000 7 Interface Development Progress Pay- ment 1 Sprypoint Utility Billing (Bi-Di- rectional) Deliverable Interface develop- ment is in progress based off the approved requirements documents $6,100 7 Month 7 Project Management PM, Status Meetings, Team En- gagement $5,000 8 Interface Development Sirsi-Dynix (Bi-Directional) Deliverable Can/Am has demonstrated working integra- tions in test environment for Sirsi-Dynix and Sprypoint. $6,100 8 Month 8 Project Management PM, Status Meetings, Team En- gagement $5,000 9 Interface Configuration Progress Pay- ment 2 Energov (Bi-Directional) Invoice Cloud Credit Deliverable Interface Configu- ration is in progress based off the approved requirements documents $6,100 9 Month 9 Project Management PM, Status Meetings, Team En- gagement $5,000 10 Interface Configuration Civic Rec Payment Import Sprypoint Payment Import Deliverable Can/Am has demonstrated working pay- ment imports in the test envi- ronment. $6,100 10 Month 10 Project Management PM, Status Meetings, Team En- gagement $5,000 11 Teller Online Configuration Energov Redirect Workday A/R TOT Form (No Workflow) Deliverable Can/Am has per- formed initial configuration for Teller Online demonstrated working integrations in test en- vironment $6,100 April 29, 2025 Item #1 Page 242 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 10 of 15 Fire Incident Form (No Work- flow) 11 Month 11 Project Management PM, Status Meetings, Team En- gagement $5,000 12 System Integration Testing Client Sign Off Deliverable - CanAm has demonstrated all integrations in Client Test environment. $6,100 12 Month 12 Project Management PM, Status Meetings, Team En- gagement $5,000 13 Training, User Acceptance Testing Sign Off Deliverable Final configura- tion of Teller systems complete, on-site or remote training com- plete including delivery of training materials, Can/Am has documented all identified issues and resolved critical pri- ority issues. $6,100 13 Month 13 Project Management PM, Status Meetings, Team En- gagement $5,000 14 Go Live Acceptance Final Payment is due when Teller is utilized in production with all in-scope functions oper- ational and critical priority is- sues resolved. $6,555 14 Month 14 Project Management PM, Status Meetings, Team En- gagement $5,000 $207,755 Total for Services $207,755 Travel Invoiced as incurred $16,025 Equipment Invoiced upon order $11,555 Total one-time implementation costs $235,504 Deliverable Notes Amount Pricing Terms All quoted pricing is in US dollars and exclusive of any applicable taxes. All invoices are based on Net 30 payment terms. April 29, 2025 Item #1 Page 243 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 11 of 15 Hardware Options Equipment prices are provided based on current rates, and subject to change due to changing hardware costs. All equipment will be ordered within 90 days of contract execution. Item Model Unit Price Quantity Total Receipt Printer Epson TM-M30/USB/Thermal Printer $312 14 $4,368 Check Scanner Digital Check CheXpress CX30 $454 14 $6,356 Cash Drawer APG Series 4000 Electronic Cash Drawer with Multi-Pro interface cable $328 0 $0 Credit/Debit Device Ingenico Lane 5000 USB credit/debit PINPad with cables $768 0 $0 Total Equipment 28 $10,724 Hardware Sales Tax $831.11 Total Equipment Cost $11,555,11 April 29, 2025 Item #1 Page 244 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 12 of 15 Assumptions All deliverables are provided on a Fixed Price basis. 15% of services are billed upon contract signing. No data conversion of cashiering data is anticipated in this project or included in the scope. Usage training is on a existing and future staff on Teller. It is assumed that Can/Am will provide one set of training with key Client staff and trainers, who will perform end-user training for each area. Statement of Work is based on the assumption of a single Teller implementation cycle. Configuration milestones assume CanAm will implement/assist in implementation of seven departments. Any additional departments will be configured by Client or will be additions to scope. Bi-Directional interfaces scoped within Interface Configuration Activities assume the usage of pre-existing Teller integration capabilities with the specified systems/solutions. Any new functionality requests/requirements will be evaluated and may constitute additions to scope. Online Payment and Credit Processing functionality assumes that Client will contract with a single Teller-integrated credit/e-pay provider for electronic payment processing and online bill payment. Image Cash Letter integration is based on an interface to Wells Fargo Bank and assumes that Wells Fargo The CanAm Project Manager will coordinate the project with the Client, in conjunction with the project team implementing the Workday and Sprypoint solutions. The travel and accommodation costs necessary to deliver the scope of this effort described in this document are estimated and will be billed based on actual travel costs per the Can/Am Travel Policy. Public health concerns may require a combination of remote and on-site implementation. CanAm will provide baseline UAT scripts based on the analysis workshops and configuration. April 29, 2025 Item #1 Page 245 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 13 of 15 Client Responsibilities Provide available current cashiering process documentation, including copies of any forms or receipts used. Provide mandatory cash management controls required. Provide list of items for sale with applicable price & account strings. Identify and provide subject matter experts to collaborate with CanAm. Attend analysis, demonstration, and training sessions. Using the baseline UAT scripts provided by CanAm, develop acceptance testing scenarios and plans. Provide training to end users prior to go live. Acquire and set up all POS hardware and Credit Terminals (Through CanAm if desired). Client staff will be available when required. Delays caused by lack of access may impact cost and schedule. For all business application interfaces, obtain and provide the Teller implementation team with all API specifications and/or database connections and/or example files as well as a dev/test environment suitable for development of the interfaces. Where a test environment is not available, Client will provide a technical resource that will provide sample input data and validation of all output batch files. During interface workshops, CanAm will provide assistance to the Client, clarifying what API specifications, database connections, and/or example files that CanAm may need from the Client or the associated business application. April 29, 2025 Item #1 Page 246 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 14 of 15 UAT and Change Management UAT Acceptance The process of UAT acceptance allows the project teams and other project stakeholders to confidently move the project forward to Go Live knowing that key deliverables have been completed to the satisfac- tion of both parties. Upon completion of all deliverables and delivery of the complete system into the Client Testing Environ- ment, Client will conduct User Acceptance Testing based on test plans that the Client develops. CanAm will support Client in this process. Within 2 weeks of start of testing, Client will deliver to CanAm a list of all issues the High or Critical of which must be resolved prior to go live, if any. Once the issues have been resolved, Client will test and either approve for Go Live or provide an additional list of items to resolve. This process will be documented with an Issues Log to enable tracking of issues and approval of results. Change Requests Scope management is a joint responsibility of the CanAm Project Manager and the Client Project Manager. The project team naturally plays a significant role in the management of scope and ultimately the success of the project. The change control process is initiated when CanAm and/or Client determine that a change is required to the current scope or schedule baseline at the time the change is identified. Changes to the project scope, schedule and costs will be documented and agreed to using Change Request forms executed by the Client Project Manager and the CanAm Project Manager and could potentially require an amendment to this Agreement. Change requests will be reviewed by both Parties within five (5) business days unless addi- tional time has been agreed to by both Parties. April 29, 2025 Item #1 Page 247 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Exhibit C: Statement of Work Teller Implementation Project City of Carlsbad, CA 4/18/2025 ©2024 Can/Am Technologies, Inc. Page 15 of 15 Warranty 1. CanAm represents and warrants that: a. it will perform the Services in a professional manner. This includes taking in good faith all reasonable measures to achieve the results described in the Statement of Work; b. the Deliverables created by CanAm in connection with this Agreement will conform to the terms and specifications provided herein; c. it will not unreasonably delay deliverables beyond the estimated completion months set forth above, and it will immediately inform Client of any delays; d. it has the full power and authority to enter into this Agreement, to carry out the obliga- tions under this Agreement and to grant to Client the rights granted hereunder. 2. Unless otherwise directed by Client, CanAm will commence the Services at the time specified in the Statement of Work or as otherwise agreed by the Parties. Unless otherwise specified by Cli- ent, the Services will continue without interruption, and the Services will be completed, and the Deliverables will be provided within the time specified. Notwithstanding the foregoing, Client tions and that any dates or time periods relevant to the performance of this Agreement by omissions or failure to perform any of its obligations pursuant to this Agreement. 3. CanAm warrants the Services provided under this Agreement for a period of ninety (90) days after go-live. April 29, 2025 Item #1 Page 248 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 Can/Am Technologies Inc. ntractor standard form agreement provided by the Contractor. Nevertheless, the parties agree that this Agreement as provided below: 1. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 2. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor , shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively signing a modification April 29, 2025 Item #1 Page 249 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 to the Agreement. k. Requiring the City to engage in binding arbitration. l. Obligating the City to pay court costs, costs of collection, or fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). n. Requiring City to provide notice prior to disclosure of government records subject to California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). o. Imposing interest on late payments or requiring interest to be paid on disputed amounts. p. written notice to Contractor. 3. Technology Terms and Conditions. In addition, the Agreement is hereby amended to include the following Information Technology Terms and Conditions: a. Sensitive Information. In instances where any agreement, purchase order, or Scope of exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement, upon written request. b. 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. c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. 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 has been a data breach or if Client proactively April 29, 2025 Item #1 Page 250 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 asks if 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. e. 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 Contractor f. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government 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. satisfaction of this requirement is to provide, upon request, a VPAT report describing areas of compliance. g. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs damages, and losses for infringement or violation of any U.S. Intellectual Property Right by Teller Services provided by this Agreement. i. Teller or any part thereof become, or in reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of Teller Infringing Item 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 April 29, 2025 Item #1 Page 251 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 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. h. Warranty. Contractor warrants that Teller and the appliable 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. i. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 4. Limitation on Liability to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to Contractor for the twelve- month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. April 29, 2025 Item #1 Page 252 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY April 29, 2025 Item #1 Page 253 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 254 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 255 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 256 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 257 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 258 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 259 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 260 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 261 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 262 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 263 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 264 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 265 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 266 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 267 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 268 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 269 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 270 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 271 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 272 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 273 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 274 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 275 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 276 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 277 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 278 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 279 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927 April 29, 2025 Item #1 Page 280 of 460 Docusign Envelope ID: D14AB06B-3C24-4F8B-892D-B22534185927