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Sensource Inc; 2025-10-31;
City Attorney Approved Version 2/11/2025 Page 1 AGREEMENT FOR FACILITY USAGE ANALYTIC SERVICES PILOT SENSOURCE INC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") a Sensource Inc, an Ohio business.("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in supporting sensors and software associated with facility usage analytics. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” and the SaaS and Support Terms and Conditions that are defined in Exhibit “B” both attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed three thousand two hundred and fifteen dollars ($3,215). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 October 31st City Attorney Approved Version 2/11/2025 Page 2 and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For SenSource Name Name Andy Clutter Title IT Director Title Sales Manager Department Information Technology Address 3890 Oakwood Ave City of Carlsbad Youngstown OH 44515 Address 1635 Faraday Ave Phone No. 800-239-1226 x119 Carlsbad, CA 92009 Email aclutter@sensourceinc.com Phone No. 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 3 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 4 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// /// /// /// /// /// /// /// /// Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 5 18. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California SenSource, Inc, an Ohio Business By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Kevin Stefko, VP of sales Morgen Fry, Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Joe Varacalli President City Attorney Approved Version 2/11/2025 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 7 EXHIBIT B SAAS AND SUPPORT TERMS AND CONDITIONS AGREEMENT & DEFINITIONS “Customer” or “You” refers to the City of Carlsbad. This Agreement pertains to the sale, license, and support of hardware, software, and Software as a Service (“SaaS”) integrated solution offered by SenSource (the “Solution”), and includes access to cloud software programs, including without limitation, the Software (as defined below), system administration, system management, and system monitoring activities that SenSource performs for the Software, and includes support services for the Solution, as well as any other services provided by SenSource that are purchased by Customer in the attached Order Form and as further set forth in this Agreement (with all such services performed by SenSource collectively referred to as the “Services”). The term “Software” refers to the software products owned or distributed by SenSource to which SenSource grants You access as part of the Solution, including associated documentation, and any Software updates provided as part of the Services. The term “users” shall mean those individuals authorized by You or on Your behalf to use the Solution. The term “Customer Data” refers to the data provided by You that resides in Your Solution environment or that is generated from use of the Solution. The term “Order Form” refers to the Order Form that is attached to this Agreement. 1. SaaS SERVICES 1.1. Subject to the terms of this Agreement which includes the Order Form and all attachments and exhibits (including Exhibit A) as specified, upon execution of this Agreement and for so long as You continue to pay without interruption the annual support, data hosting and subscription fees set forth in the Order Form, You will have the nonexclusive, non-assignable (except as provided herein), term-based, royalty free, worldwide limited right to use the Solution solely for Your internal business operations and subject to the terms of the Agreement. You may allow Your users to use the Solution for this purpose and You are responsible for Your users’ compliance with the Agreement. The Solution is provided as described in, and subject to, any Solution policies referenced in the Order Form. You agree that You do not acquire under the Agreement any license to use any Software in excess of the scope and duration of your subscription to the Solution. Upon the termination or expiration of this Agreement Your right to any access and use of the Solution shall terminate; provided, however, to the extent You have purchased any hardware components, You shall remain the owner of such hardware. Please note, however, that hardware that is not subject to a valid Solution subscription will no longer be operable by You unless you are able to provide replacement services for such hardware. 1.2. Subject to the terms herein, SenSource will provide You with reasonable technical support Services in accordance with the terms set forth in the section entitled Support Terms below. 2. RESTRICTIONS AND RESPONSIBILITIES 2.1. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Solution or any software, documentation or data related to the Solution; modify, translate, or create derivative works based on the Solution or any Software (except to the extent expressly permitted by SenSource or authorized within the Solution); use the Solution or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 8 2.2. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Solution. You agree that such export control laws may govern Your use of the Solution (including technical data) and any services deliverables provided under the Agreement, and You agree to comply with all such export laws and regulations). You agree that no data, information, software programs and/or materials resulting from the Solution will be exported, directly or indirectly, by You in violation of these laws, or will be used by You for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology. 2.3. [Intentionally omitted] 2.4. Except for equipment to be provided by SenSource under this Agreement, You shall be responsible for obtaining and maintaining any equipment and ancillary services needed at Your facility to connect to, access or otherwise use the Solution, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. You shall also be responsible for maintaining the security of such equipment, Your account, and passwords (including but not limited to administrative and user passwords and related security files and for all uses of and access to Your account by Your personnel). 2.5. Customer agrees to not restrict or interfere with communications between SenSource and the Solution’s device management platform in order to remotely manage hardware and perform Services under this Agreement. 3. OWNERSHIP 3.1. You retain ownership in and to Your Customer Data. Although SenSource aggregates data for reporting purposes You may request non-aggregated Customer Data in raw form at any time. Requests for non-aggregated Customer Data will be processed within 14 business days after the request is received. Requests for non-aggregated Customer Data which occur more than once per month will incur a service charge at the current rate for standard support. You will own all hardware components you purchase pursuant to an Order Form. 3.2. SenSource and its licensors shall own and retain all right, title and interest in and to (a) the Solution and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed by SenSource in connection with implementation of the Solution or provision of support Services, and (c) all intellectual property rights related to any of the foregoing; provided, however, this Section 3.2 excepts all hardware components purchased by Customer pursuant to an Order Form. 4. CONFIDENTIALITY & PROPRIETARY RIGHTS 4.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of SenSource includes non-public information regarding features, functionality and performance of the Solution. Proprietary Information of You includes non- public data provided by You to SenSource in connection with this Agreement, including any Customer Data disclosed by You to enable the provision of the Solution, and any Customer Data specific to You obtained or generated from use of the Solution. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in providing or receiving the Solution or as otherwise permitted herein) or divulge to any third party any such Proprietary Information. In no event shall the Receiving Party disclose Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 9 any Proprietary Information or allow access to any Proprietary Information to any third-party without first securing (a) prior written consent from the Disclosing Party, and (b) a written agreement executed by such third- party agreeing to maintain the confidential nature of the Proprietary Information consistent with the provisions of this section 4. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public due to no fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed under the California Public Records Act (California Government Code § 6250 et seq.) or California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.) (but only to the extent of such required disclosure). 4.2. Notwithstanding anything to the contrary, SenSource shall have the right to collect, analyze and aggregate anonymous data and other information relating to the provision, use and performance of various aspects of the Solution and related systems and technologies (including, without limitation, information concerning de-identified or aggregated Customer Data and data derived therefrom, but excluding any statistical information specific to You obtained or generated from Your use of the Solution and Software), and SenSource will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Solution and for other development, diagnostic and corrective purposes in connection with the Solution and other SenSource offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 5. SOFTWARE WARRANTY AND DISCLAIMER 5.1. SenSource shall use reasonable efforts consistent with prevailing industry standards to maintain the Solution in a manner that minimizes errors and interruptions in the Solution, and shall perform the implementation and support Services in a professional and workmanlike manner. The Solution and associated Services may be temporarily unavailable for reasonable scheduled maintenance or for unscheduled emergency maintenance, either by SenSource or by third-party providers, or because of other causes beyond SenSource’s reasonable control, but SenSource shall use reasonable efforts to provide advance notice of any scheduled service disruption and limit disruptions where possible to non-business hours. If during the Initial Term (as defined below), SenSource is unable to perform the Services consistent with the foregoing performance warranties and is unable to cure such failure within a reasonable period after receipt of written notice from You describing the breach of warranty, You at Your option may terminate this Agreement and SenSource will provide You with a pro rata refund of all Service and subscription fees paid to date by You under this Agreement for future Services or Software subscription based on (i) the date of Your notice of warranty breach and (ii) the remaining portion of the Initial Term as of such date. No fees paid for hardware components shall be refunded under this Section 5.1. 5.2. The SaaS-based portion of the Solution shall be available 99% of the time, measured monthly, excluding scheduled maintenance (not to exceed 2 hours per month), force majeure and other devices, utilities, connections and circumstances beyond the reasonable control of SenSource. Any request by the Customer that requires interrupting the Solution, will also be excluded from uptime or downtime calculation. Further, any downtime resulting from SenSource’s suspension Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 10 of the Solution or blocking of data communications or other services in accordance with its policies will also be excluded from any such calculation. 5.2.1.1. Your sole and exclusive remedy, and SenSource's entire liability, in connection with downtime shall be that SenSource will credit Customer 5% of the monthly SaaS fee for each full hour (60 consecutive minutes) that exceeds 7 hours (1%) of downtime during the month in which it occurred. Downtime shall begin to accrue as soon as You (with notice to SenSource) recognize that downtime is taking place, and continues until the availability of the Solution is restored. Such credits may not be redeemed for cash and shall not be cumulative beyond a maximum 35% of the monthly SaaS fees in any one (1) calendar month. In order to receive downtime credit, You must notify SenSource in writing with proof of the downtime within seven days from the time of occurrence, and failure to provide such notice will forfeit the right to receive downtime credit. 5.2.1.2. The credits for downtime will be applied to Your account to offset future payments (it will not expire) or it will be issued as a refund check at the end/termination of the Agreement. 5.3. SENSOURCE DOES NOT GUARANTEE THAT THE SOLUTION WILL BE PROVIDED, OR THAT SERVICES WILL BE PERFORMED, ERROR- FREE OR IN AN UNINTERRUPTED MANNER, OR THAT SENSOURCE WILL CORRECT ALL SOLUTION ERRORS. 5.4. YOU ACKNOWLEDGE THAT SENSOURCE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES OUTSIDE OF ITS CONTROL, INCLUDING THE INTERNET, AND THAT THE SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. SENSOURCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 5.5. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION OR OTHERWISE IN THIS AGREEMENT, THE NON-HARDWARE PORTION OF THE SOLUTION AND ALL SERVICES ARE PROVIDED “AS IS” AND SENSOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 6. INDEMNITY SenSource shall indemnify, defend and hold You harmless from any and all third party claims, demands, actions, causes, causes of action by, and liability to third parties, and related losses, damages, costs and expenses (including but not limited to reasonable counsel fees) resulting from infringement or misappropriation by the Solution of any United States intellectual property rights enforceable in the United States, provided SenSource is (A) promptly notified by You of any and all threats, claims and proceedings against You related thereto and upon request, You give reasonable assistance (at SenSource’s expense) and (B) given the opportunity to assume sole control over defense and settlement. SenSource will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Solution to the extent a claim arises from (i) components not supplied by SenSource under this Agreement, (ii) components made in whole or in part in accordance with Your specifications, (iii) modifications to the portions or components of the Solution by You or Your agents after delivery by SenSource, (iv) Your combination of any part of the Solution with other products, processes or materials not supplied by SenSource where the alleged infringement relates to such combination, (v) Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 11 Your continued use of allegedly infringing portions or components of the Solution after SenSource has provided You with modifications or replacement that avoid the alleged infringement, or (vi) Your use of the Solution in violation of this Agreement. If, due to a claim of infringement, the Solution is held by a court of competent jurisdiction to be or are believed by SenSource to be infringing, SenSource may, at its option and expense (a) replace or modify the Solution to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for You a license to continue using the Solution, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Your rights hereunder and provide You a refund of any prepaid, unused fees for the Solution, as well as a fifty (50%) refund for Hardware. 7. LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND EXCEPT FOR (A) BODILY INJURY OF A PERSON OR DAMAGE TO REAL PROPERTY OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, (B) INDEMNIFICATION OBLIGATIONS IN SECTION 6, (C) CUSTOMER’S MISUSE OR MISAPPROPRIATION OF THE SENSOURCE’S PROPRIETARY INFORMATION OR INTELLECTUAL PROPERTY, OR (D) REFUND RIGHTS AS SET FORTH HEREIN, NEITHER PARTY (NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS)) SHALL BE LIABLE TO THE OTHER: (A) FOR ERROR OR INTERRUPTION OF USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; OR (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. IN ANY AND ALL CASES, EXCEPT FOR INDEMNIFICATION CLAIMS PURSUANT TO SECTION 6, SENSOURCE SHALL NOT BE LIABLE TO CUSTOMER FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED $100,000, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. SUPPORT TERMS SenSource support Services under this Agreement are designed to proactively monitor, maintain and support the complete Solution. 8.1. PROACTIVE MAINTENANCE - SenSource will continuously monitor the Solution for problems with network connectivity and system performance. SenSource assures the Solution’s counting performance to 97% accuracy as specified in the Accuracy Statement (Exhibit A) attached hereto. Detected accuracy issues will be diagnosed and corrected remotely by SenSource staff within 24 hours whenever possible with little or no intervention from You. Proactive support will require that SenSource have limited secure network access to portions of the Solution (including hardware) installed on the Customer’s premises and/or network. SenSource does NOT provide warranty, service or support to systems, software databases or hardware not provided by SenSource. Sensors operating out of specification will be adjusted remotely when possible. Optional remote visual accuracy validation services are available upon request. 8.2. TRAINING Customers receive two formal remote training sessions, typically two hours each. The formal training sessions include step-by-step demonstrations of how to setup dashboards and reports. 8.3. WARRANTY COVERAGE – Hardware that is covered under warranty will be replaced or repaired at no charge to the Customer including standard shipping within the continental USA. Complete hardware warranty terms are provided in Exhibit C of this Agreement. 8.3.1. SELF-INSTALLATION: The use of SenSource installation Services is recommended. If an agreement is made for the Customer to self-install or use an installation service provider Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 12 outside SenSource’s network, SenSource is not liable for issues or hardware damages caused or related to improper handling or installation by You or anyone other than SenSource authorized personnel as described below in Warranty Exclusions. SenSource will invoice You for work associated with on-site Services required to replace, repair, adjust, or reconfigure hardware that was improperly installed and configured by You or any service provider not directly contracted by SenSource. 8.3.2. WARRANTY EXCLUSIONS: HARDWARE THAT IS FOUND TO BE DAMAGED BY MISUSE, IMPROPER HANDLING OR EXTERNAL CAUSES WILL NOT BE COVERED UNDER WARRANTY. Warranty-related phone support is not billed back to the Customer under this program regardless of the cause. 8.4. OFFLINE SENSORS - If a SenSource device fails to report data for two consecutive reporting periods, the SenSource solution will identify the device as offline and attempt to deliver an email notification of this occurrence to the customer designated point of contact. If the Customer determines the cause of the connectivity issue is outside of their control the Customer should request service from SenSource by forwarding the original email notification from the SenSource Solution together with any pertinent diagnostic information to service@sensourceinc.com. SenSource is not responsible for supporting offline devices that have not been diagnosed and have not been informed of by The Customer. 8.5. CUSTOMER CONTACTS FOR SUPPORT RELATED INCIDENTS - The SenSource Solution will direct notifications to the parties defined below. 8.5.1. Notifications regarding system outages or changes should be sent to the City of Carlsbad Enterprise Applications team at IApplications@CarlsbadCA.gov 8.5.2. Notifications regarding device connectivity issues should be sent to the City of Carlsbad Enterprise Applications Team at IApplications@CarlsbadCA.gov 8.6. PHONE SUPPORT – Unlimited remote technical support is provided while you pay for such Services. Should Customer discontinue paying under this Agreement or allow the coverage to expire, but requests support Services, Customer will incur charges for technical support based on current rates. Customer may contact SenSource technical support by calling [1-800-239- 1226 x3] during operation hours or initiate a helpdesk ticket any time by visiting https://www.sensourceinc.com/contact- us/contact-support/. SenSource will use commercially reasonable efforts to respond to Your support request within one (1) business day. Support Options Phone Support 1-800-239-1226 x3 Available 8 a.m. – 6 p.m. Eastern Time Monday - Friday (excluding holidays) for all other issues requiring attention, report problems or bugs and/or assistance of any kind. SenSource will make commercially reasonable attempts to answer these calls immediately or respond within one business day. Report Trouble Ticket https://www.sensourceinc.com/contact-us/contact-support/ Visit the customer support contact page to enter a helpdesk ticket. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 13 New Year’s Day, January 1st Memorial Day, Last Monday in May Independence Day , July 4th Labor Day, First Monday in September Thanksgiving Day, Christmas Eve, December 24th Christmas Day, December 25th New Year’s Eve, December 31st SenSource observes these US holidays If the holiday falls on a Saturday, the preceding Friday will be observed. If the holiday falls on a Sunday, the following Monday will be observed. 8.7. PAYMENT & RENEWALS FOR RECURRING FEES – The invoice date (date of first shipment) is the beginning of recurring fees under this Agreement. Annual hosting, service or subscription payments and renewal dates are based on the quarterly billing cycle as follows: SaaS Effective Date SaaS Renewal and Billing Date January 1 – March 31 March 31 April 1 – June 30 June 30 July 1 – September 30 September 30 October 1 – December 31 December 31 The cost of adding additional sensors to an existing Solution will be prorated based on the number of days remaining in the current program. Please see Section 13 for additional payment terms. The Parties agree that any Agreement renewals must be agreed to in writing through an amendment memorializing the renewal. 9. SERVICE & REPAIR TERMS 9.1. Customer will provide SenSource with information about the nature of a reported problem. SenSource will make commercially reasonable attempts to diagnose and correct any problems remotely within 48 hours (hrs.). Requests received after 2 p.m. Eastern Time will be considered reported on the next business day. 9.2. SenSource will schedule service visits within 48hrs of a reported problem which SenSource determines requires on‐site intervention. The actual visit to the facility by the technician may require additional time to allow for delivery of required items not included in the spare parts kit listed below. 9.3. Changes to entry design or layout (I.e. ceiling heights, widths, location or obstacles) after initial hardware installation must be reported to SenSource prior to scheduling service or repairs to avoid additional cost and multiple visits. 9.4. Service calls will generally be complete within (2) hours. Hardware will be diagnosed and repaired on the first visit whenever possible, unless additional equipment not provided in the spare parts kit are necessary to complete the repair. No guarantee can be made that a technician can remain on site in excess of two hours for additional tasks, testing or otherwise, Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 14 unless requested and agreed prior to service visit. Unless repairs are covered under warranty, charges for each visit as well as parts and equipment not included in the spare parts kit will be invoiced to the Customer. 9.5. If changes to the layout of the facility entrance area have been made after the initial installation and relocation or addition of thermal sensor(s) are required then a second visit may be required. A second visit may also be required in the event that th e relocation of the thermal sensor requires adding or replacing cables. Additional charges associated with moving the thermal sensor will be submitted for approval prior to beginning work. 9.6. Sensor configuration files will be captured and made available only in the cases where the sensor is reconfigured, replaced or otherwise altered from its existing installed state. 9.7. If, in the performance of service, it is determined that cabling for sensors must be replaced, the technician will attempt to perform the service within the two-hour designated service time. If completing cable replacement is not possible within time constraints a second visit will need to be scheduled and additional charges may apply unless cable replacement is covered under warranty. 9.8. Any parts and labor costs required to repair or bring a system to functional state that are not covered under warranty or under the standard rate for a service call will be reported for approval prior to proceeding with work. 9.9. In the event that hardware is replaced, the replaced hardware will be shipped to SenSource for evaluation by the installing technician using pre‐completed shipping labels and the original packaging for the new hardware. Tracking information will be captured. The actual costs of shipping will be charged to Customer only for items not covered under warranty. 9.10. Customer will be invoiced at current rates for all support Services after expiration or termination of this Agreement. 10. PRICING FOR POST ROLLOUT INSTALLATIONS AND OUT OF SCOPE SERVICES 10.1. Unless otherwise agreed to in writing, Services not covered under warranty or any other support agreements or included in the original scope of work will be charged to the Customer as set forth below. There is no extra charge for use of materials listed in the spare parts kit. 10.2. This list is not exhaustive but is intended as a guideline for most Services. Special circumstances may arise which may incur additional charges not shown below. These charges will be communicated to the Customer prior to performing work. Billing will be performed weekly, and all payments are due at Net 30 day terms from the receipt of invoice. Any billing disputes must be brought to the attention of SenSource within 30 days of invoice receipt or the invoice will be considered approved, absent manifest error. Type Service Description Price ($US) BASE SERVICE RATE* Base service rate includes up to 2 hrs to install one sensor or repair the system. $300 Installation of additional sensors * $150 CABLE* Standard Cable Run* (replacement or new cable up to 150 ft) $225 Installation of additional cable in 50 ft increments $75 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 15 CANCEL Cancellation Fee $120 HOURLY RATE Additional hour billed in 15 minute increments $120 CUSTOM PROGRAMMING Hourly rate for custom software modifications $200 SHIPPING Shipping for items to and from a facility which are not covered under warranty will be billed back to the Customer at shipping and handling rates available at the time items are shipped * Rate does not include: Installation or replacement of cable runs or special equipment required to reach high ceilings 11. PAYMENT AND DELIVERY 11.1. Payment terms for hardware and Services as shown are subject to credit approval. Payment shall not prejudice claims on account of omissions or shortage in shipment, but no such claim will be allowed unless made within 30 days after receipt by Customer. Payments will be considered delinquent if not received by SenSource within 30 days after delivery of invoiced items. Orders exceeding $50,000 USD will require partial prepayment as agreed upon in a separate document when orders are placed. 11.2. SenSource reserves the right to adjust ongoing annual hosting, SaaS subscription, and support Services fees upon no less than sixty (60) days prior written notice to You (which may be sent by email) before the expiration of this Agreement or any future renewals of this Agreement. Adjustments to fees will only apply to renewals and will not affect pricing that are in effect for the remainder of the current Agreement term. 11.3. Changes in Specification or Designs: Should Customer request that changes be made in the specifications or design relating to any part of the Solution, delivery dates and schedules shall be revised accordingly. If necessary an equitable adjustment, upward or downward, shall be made in price. 11.4. You agree that You have not relied on the future availability of any enhancements to programs or updates in entering into the payment obligation in the Order Form; however, the proceeding does not relieve SenSource of its obligation to deliver the Solution that You have ordered. 11.5. SenSource will bill through an invoice, in which case, full payment for invoices (not subject to a bona fide billing dispute) issued in any given month must be received by SenSource within thirty (30) days after Your receipt of the invoice. If You dispute a portion of an invoice You agree to timely pay the undisputed portion and to contact SenSource promptly concerning the disputed portion in order that the parties may promptly resolve the invoice dispute in good faith. Unless You certify that You are exempt from such taxes, You shall be responsible for any sales or use taxes associated with the Solution (other than U.S. taxes based on SenSource’s net income) which, if applicable will be included on SenSource's invoice. 11.6. Price Revision: Prices are binding on SenSource when Customer's Order Form is accepted and this Agreement is executed. No revision of prices shall be made or requested, except as specifically provided herein. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 16 11.7. Delivery: SenSource shall not be liable for any delays in or failures of delivery due to force majeure which includes acts of God or public authority, labor disturbances, accidents, fires, floods, extreme weather conditions, failures of and delays by carriers, shortages of material, delays of a supplier due to causes beyond its control, or any other cause beyond the control of SenSource. SenSource shall notify Customer of any such delays as soon as it becomes apparent. IN NO EVENT SHALL SENSOURCE BE LIABLE FOR CONSEQUENTIAL OR SPECIAL DAMAGE ARISING OUT OF DELAY IN OR FAILURE OF DELIVERY. Customer's requested delivery date or schedule shall be approximate and subject to SenSource's approval and acceptance. All products are shipped via freight prepaid service unless otherwise specified by the Customer. All freight and delivery charges will include insurance for loss or damage to goods provided by SenSource. Restocking Policy: Acceptance of returned merchandise for refunds and/or credit is at the discretion of the SenSource and will adhere to the terms set forth below. 11.8. Returning Materials: A pre‐approved Returned Material Authorization (RMA) form must accompany merchandise that is returned for credit, repair or replacement. Return authorizations must be pre-approved by SenSource. When materials are received, an inspection will be performed to determine if restocking charges are applicable to a return for credit. Material that does not have an authorization may be returned to the Customer at Customer’s expense. 11.9. Restocking Charges: Except in cases of warranty claims and systems designated for trial by Customer, returned items may incur a minimum 20% restocking fee if returned in resalable condition. Resalable is defined as fully functional with no physical evidence of use. Restocking charges may vary depending on the quantity and specialty of the items being returned therefore SenSource must always be contacted prior to returning items. Address for Returned Merchandise: SenSource Returns, 3890 Oakwood Avenue, Youngstown, OH 44515. 12. MISCELLANEOUS 12.1. SenSource is an independent contractor and the parties agree that no partnership, joint venture, or agency relationship exists between the parties. The parties are each responsible for paying their own employees, including employment-related taxes and insurance. 12.2. You shall obtain at Your sole expense any rights and consents from third parties with whom You have contracts that may be necessary for SenSource and its subcontractors to perform the Services under this Agreement. 12.3. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be revised and amended hereto to adhere to law and preserve the original intent as much as reasonably possible. If the provision cannot be revised it will be deemed eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect. 12.4. This Agreement is not assignable, transferable or sublicensable by You except with SenSource’s prior written consent; provided, however, that upon written notice to SenSource You may assign this Agreement to one of Your affiliated entities provided such assignee agrees in writing to SenSource to comply with Your continuing obligations hereunder. SenSource may transfer and assign any of its rights and obligations under this Agreement without consent in connection with a sale of all or substantially all of its assets, a merger or acquisition, or any other change of control of SenSource or its business operations, provided such assignee or successor in interest agrees to comply with SenSource’s continuing obligations hereunder. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 17 12.5. This Agreement, together with its Exhibits, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties. 12.6. All notices required hereunder must be sent in writing to the addresses below: Notice to SenSource: Joseph Varacalli, President, SenSource, Inc. 3890 Oakwood Ave., Youngstown, Ohio 44515; jvaracalli@Sensourceinc.com.Notices to You shall be addressed to the contact listed in Section 7 “Notices” of the Agreement. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 12.7. You agree that SenSource may list You as a current client for marketing purposes, but will be removed upon Customer’s request. 12.8. [Intentionally omitted] 12.9. This Agreement shall be governed exclusively by the laws of the State of California without regard to its conflict of law’s provisions; provided, however, that nothing herein shall constitute or be deemed to constitute a waiver of sovereign immunity. The parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California for the resolution of all disputes under, arising from or relating to this Agreement, its performance, the Solution, or otherwise between the parties, and both parties agree that they shall not contest venue in such courts. The parties agree that this Agreement shall not be governed by any codification of Articles 2 or 2A of the Uniform Commercial Code, or any references to the United Nations Convention on Contracts for the International Sale of Goods. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God, electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license), or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel unperformed Services and remaining Solution subscription upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures. Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 City Attorney Approved Version 2/11/2025 Page 18 EXHIBIT C HARDWARE LIMITED WARRANTY 1. Hardware Warranties: All hardware sold by SenSource is warranted for one year from date of delivery at no extra charge. Extended warranties (up to a cumulative 5 year maximum) can only be purchased with new hardware. Warranty duration will be specified on the order form pertaining to the hardware purchase. THESE EXPRESS WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES UNLESS EXPRESSLY AGREED TO IN WRITING BETWEEN SENSOURCE AND CUSTOMER. SENSOURCE'S SOLE OBLIGATION UNDER THESE WARRANTIES SHALL BE TO ISSUE CREDIT, REPAIR, OR REPLACE ANY ITEM OR PART THEREOF WHICH IS PROVED TO BE OTHER THAN AS WARRANTED. No allowance shall be made for any labor charges for replacement of parts, adjustment or repairs, or any other work, unless such charges are authorized in advance by SenSource in writing. If goods are claimed to be defective in material or workmanship or not to conform to specifications, drawings, blueprints and/or samples, SenSource, upon notice promptly given, will either examine the goods at Customer’s site or issue shipping instructions for return to SenSource (transportation costs prepaid by Customer). In the event any goods are proved to be other than as warranted, transportation costs to and from SenSource's plant will be borne by SenSource and reimbursement or credit will be issued for amounts so expended by Customer. Hardware that is repaired or replaced by SenSource will assume the balance of warranty term for the original product (repairs or replacement do not extend the warranty term in affect for the original hardware). These warranties shall not extend to any goods or parts thereof which have been subjected to adverse environmental conditions for which the product was not intended, misuse or neglect, damage by accident, rendered defective by reason of improper installation or by the performance of repairs or alterations other than by SenSource or its authorized repair representatives. These warranties shall not apply to any goods or parts thereof furnished by Customer or acquired from others at Customer's request and/or to Customer's specifications. 2. Inspection: All goods ordered by the Customer shall be subject to final inspection and approval of Customer at destination. All products, material and workmanship shall be open to inspection and testing at SenSource's plant by authorized representatives of Customer. 3. Returning Materials: A pre‐approved Returned Material Authorization (RMA) form must accompany merchandise that is returned for credit, repair or replacement. Return authorizations must be pre-approved by SenSource. When materials are received, an inspection will be performed to determine if restocking charges are applicable. Material that does not have an authorization may be returned to the Customer at Customer’s expense. 4. Restocking Charges: Except in cases of warranty claims and systems designated for trial by Customer, returned items may incur a minimum 20% restocking fee if returned in resalable condition. Resalable is defined as fully functional with no physical evidence of use. Restocking charges may vary depending on the quantity and specialty of the items being returned therefore SenSource must always be contacted prior to returning items. Address for Returned Merchandise: SenSource Returns, 3890 Oakwood Avenue, Youngstown, OH 44515 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/15/2025 (330) 782-8068 759 (330) 782-0874 11000 Sensource, Inc. 3890 Oakwood Youngstown, OH 44515 00914 A 2,000,000 X 45SBAAE0241 7/23/2025 7/23/2026 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A 45UECVY4970 7/23/2025 7/23/2026 3,000,000A 45SBAAE0241 7/23/2025 7/23/2026 3,000,000 10,000 B 45WBCAA0P5T 7/23/2025 7/23/2026 1,000,000 1,000,000 1,000,000 A Tech E&O w/Cyber 45SBAAE0241 7/23/2025 Each "Glitch" Limit 3,000,000 A Data Breach 45SBAAE0241 7/23/2025 7/23/2026 Response/Defense Lmt 500,000 RE: ALL PROJECTS USUAL TO THE OPERATIONS OF THE NAMED INSURED The City of Carlsbad is named as an Additional Insured on the General Liability coverage, when required by written contract, with respect to work performed for them by the Named Insured, as their interest may appear. City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 SENSINC-02 BKOCH World Insurance Associates, LLC 4610 Market Street P.O. Box 3989 Youngstown, OH 44513-3989 Brad Koch, CLCS bradkoch@worldinsurance.com Sentinel Insurance Company, Ltd. Hartford Insurance Group X 7/23/2026 X X X X X X X Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 ~ ACORD" ~ ,-----D ~ ,----- ~ Fl □ ' ,----- ' ,----- ,----- J I □ □ ,------ ,----- ,----- 0 l I 1 □ POLICY #45SBAAE0241 BLANKET ADDITIONAL INSURED COVERAGE, PLEASE SEE: Section C.6. -Highlighted Portions (disregard Section C.6.n BLANKET WAIVER OF SUBROGATION, PLEASE SEE: Section E.8.b -Highlighted Portions PRIMARY AND NON-CONTRIBUTORY COVERAGE, PLEASE SEE: Section E.7.b -Highlighted Portions. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "productscompleted operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "productscompleted operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "productscompleted operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6 Docusign Envelope ID: 0B18A0FB-9281-4738-9D3C-696AE52A7FA6