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Versaterm Public Safety US Inc; 2026-02-18;
Page 1 City Attorney Approved Version 2/11/2025 RATIFICATION AGREEMENT FOR SPIDR PLATFORM SUBSCRIPTION SERVICES VERSATERM PUBLIC SAFETY US, INC. THIS AGREEMENT is made and entered into as of the ______________ day of_________________________, 2026, but effective as of November 13, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Versaterm Public Safety US, Inc., a Delaware corporation, ("Contractor"). Each hereinafter a “Party” and collectively the “Parties.” RECITALS A. City requires a subscription for the SPIDR Platform and maintenance services. B. Contractor has the necessary experience in providing the subscription and maintenance services related to the SDIDR Platform. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK AND LICENSE a) Scope of Work City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. b) License Grant City shall have the right to access and use or install and use the Services solely as expressly granted or otherwise set forth in this Agreement and Exhibit “A”. c) License Restrictions City shall not: i) use, reproduce, display, perform or otherwise exploit the Services except as expressly authorized in this Agreement; ii) copy any of the Services or the associated user documentation provided except as reasonably necessary to use the Services for its internal use as authorized herein or in Exhibit “A”, and in all cases subject to the confidentiality provisions hereof, and provided that all copyright notices and any other proprietary notices are included; iii) assign this Agreement or transfer, lease, export or grant a sublicence of the Services or the license contained in this Agreement to any Person except as expressly authorized herein or in Exhibit “A”; iv) decompile, disassemble, reverse engineer, or otherwise access or attempt to gain access to the Services’ source code; v) give any person other than its employees, consultants, contractors and/or clients of City or other individuals listed pursuant to Exhibit “A” access to the Services; vi) rent or lend, with or without charge, any system which includes the Services to any person including clients and customers; Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 18th February Page 2 City Attorney Approved Version 2/11/2025 vii) operate at any time on a regular or irregular basis an online or offline customer service bureau involving the Services; viii) permit (and City shall take all necessary precautions to prevent) third parties (including, any parties affiliated or related to City) to use the Services in any way that would constitute a breach of this Agreement; ix) use any application programming interface (“API”), other than the APIs expressly authorized for use by Contractor, with the Services or use any authorized APIs in a manner that is not permitted or published by Contractor; x) remove or modify any proprietary marking or restrictive legends placed on the Services; xi) use any device, software, or routine to interfere with the proper working of the Services or to bypass any security features of the Services; or xii) introduce into the Services any viruses, worms, defects, trojan horses, malware, or any items of a destructive nature. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement two-year term shall not exceed sixty-five thousand nine hundred seventy-five dollars and seventy-six cents ($65,975,.76). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed the amount indicated in Exhibit “A” per Agreement optional year. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 3 City Attorney Approved Version 2/11/2025 The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. CONFIDENTIALITY (a) “Confidential Information” means, the Services, City data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, technology, products, sales information, trade services, know-how, City or supplier information, including information provided by such customers or suppliers, or any other information already furnished or to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other intellectual property rights of such Party, provided, however, that Confidential Information shall not include any data or information: (i) that, at the time of disclosure, is in or, after disclosure, becomes part of the public domain, through no act or failure on the part of the receiving Party, whether through breach of this Agreement or otherwise; (ii) that, prior to disclosure by the disclosing Party, was already in the possession of the receiving Party, as evidenced by written records kept by the receiving Party in the ordinary course of its business, or as evidenced by proof of actual prior use by the receiving Party; (iii) independently, custom developed by the receiving Party, by persons having no direct or indirect access to the disclosing Party's Confidential Information provided that the receiving Party provides clear and convincing evidence of such independent development; (iv) which, subsequent to disclosure, is obtained from a third Person: (A) who is lawfully in possession of the such information; (B) who is not in violation of any contractual, legal, or fiduciary obligation to either Party, as applicable, with respect to such information; and (C) on a non- confidential basis; Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 4 City Attorney Approved Version 2/11/2025 (v) is further disclosed with the prior written consent of the disclosing Party, but only to the extent of such consent; or (vi) information subject to the California Public Records Act (California Government Code § 6250 et seq.) or the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). Each Party acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, each Party shall hold Confidential Information of the other Party in trust and confidence for and on behalf of such other Party, and shall take commercially reasonable measures to maintain the confidentiality of the Confidential Information, which measures shall in any event be no less than what such Party would implement to protect its own Confidential Information of a similar nature or value. Each Party agrees not to make use of Confidential Information other than to the extent necessary for the exercise of rights or the performance of obligations under this Agreement, and not to release, disclose, communicate or otherwise make it available to any third-party other than officers, directors, employees, consultants and contractors of Contractor or City, as applicable, who reasonably need to know it in connection with the exercise of rights or the performance of obligations under this Agreement. b) Each Party agrees that any breach of this Section 9 ("Confidentiality") may give rise to irreparable damage to the other Party, the injury to the other Party from any such breach would be difficult to calculate, and that money damages would therefore be an inadequate remedy for such breach. Each Party agrees that the other Party will be entitled, in addition to all other remedies that the other Party may have under this Agreement, at law or in equity, and without showing or proving any actual damage sustained by it, to a permanent or temporary injunction or other order to restrain any breach, threatened breach or the continuation of any breach of this Section 9. c) Upon the termination or expiration of this Agreement, each Party will return to the other Party all Confidential Information which is then in its possession or control. d) Notwithstanding the above, Contractor reserves the right to retain City data on audit logs and server system logs and in support tickets, support requests, and direct communications with Contractor, saved as part of routine back-ups or as otherwise may be required by law. 10. INDEMNIFICATION AND LIABILITY a) Indemnity for Negligence Contractor agrees to defend, indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all third-party claims, damages, losses and expenses (including attorneys fees as determined by courts of competent jurisdiction), or settlement payments (a "Claim"), arising out of the performance of the work described herein to the extent caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Contractor shall not be responsible for Claims to the extent caused by the City’s negligence, recklessness, or willful misconduct. Contractor’s indemnification obligation under this section 9(a) is subject to receiving: (i) prompt written notice, within a reasonable time, but no later than 30 days, unless failure to notify within that timeframe materially prejudices the Contractor’s ability to defend the claim; (ii) all reasonable information and Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 5 City Attorney Approved Version 2/11/2025 assistance which it may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise. b) Indemnity for Intellectual Property Infringement Contractor will indemnify, hold harmless, and defend at its own expense any Claim brought against the City relating to or arising out of a violation or infringement of a proprietary right of a third-party by City’s authorized use of the Services provided under Exhibit A, and will indemnify and pay any settlements or all damages finally awarded against the City by courts of competent jurisdiction on account of such violation or infringement together with all reasonable costs and expenses (including reasonable legal fees as determined by courts of competent jurisdiction) incurred by the City as a direct result of such Claim. Contractor’s indemnification obligation under this section 9(b) is subject to receiving: (i) prompt written notice, within a reasonable time, but no later than 30 days, unless failure to notify within that timeframe materially prejudices the Contractor’s ability to defend the claim; (ii) all reasonable information and assistance, which it may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise; and provided further: (iv) that the alleged infringement does not result from any alterations, modifications or enhancements to the Services made by the City or on its behalf by a third-party, or the use or operation of the Services in combination with other software, products, data, apparatus or equipment not provided by Contractor. c) Reserved. d) Exclusion of Indirect Damages UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY OF THE FOLLOWING UNDER THIS AGREEMENT FOR ANY REASON: (A) SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITH RESPECT TO LOSS OF PROFITS, REVENUES, CUSTOMERS OR CONTRACTS, LOSS OF USE OF EQUIPMENT, , REPUTATIONAL HARM, OPERATIONAL OR SERVICE INTERUPTIONS, BUSINESS INTERRUPTION, OR LACK OF AVAILABILITY OF CITY MATERIALS OR FACILITIES, INCLUDING CITY'S COMPUTER RESOURCES, SOFTWARE AND ANY STORED DATA (INCLUDING CITY DATA) OR RECORDS; OR (B) ANY THIRD-PARTY CLAIMS AGAINST CITY FOR LOSSES OR DAMAGES (EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTIONS 9(a) and 9 (b)), IN EACH CASE, EVEN IF ADVISED OF THE POSSIBILITY OF SAME OR EVEN IF SAME WERE REASONABLY FORESEEABLE. e) Limitation of Direct Damages THE TOTAL AGGREGATE LIABILITY OF CONTRACTOR UNDER THIS AGREEMENT IS LIMITED $350,000. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM VERSATERM’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR SUBSECTION 9(b). 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 6 City Attorney Approved Version 2/11/2025 OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 7 City Attorney Approved Version 2/11/2025 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours at a mutually agreeable time to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. CONTRACTOR INTELLECTUAL PROPERTY a) City acknowledges and agrees that all rights, title and interests in and to the Services, including all intellectual property embodied therein, are and shall at all times remain the exclusive property of Contractor and that, except as expressly set forth herein, no rights, title or interests, including any license, is granted to Customer hereunder by implication, estoppel, or otherwise of any kind whatsoever in or to the Services or any portion thereof, except, in each case, for the rights and licenses expressly granted to City herein. City further acknowledges and agrees that all components of the Services provided by third parties, including open source software components and third party proprietary software or services (e.g. Amazon Web Services (AWS)) are and shall at all times remain the property of the applicable third-party suppliers. b) City shall not remove any Contractor trademark, service mark, or logo, or any proprietary notices or labels (including copyright or trademark notices) from the Services. c) If City provides any feedback, comments, suggestions, ideas, descriptions of processes, or other information to Contractor about or in connection with the Services, including any ideas, concepts, know-how or techniques contained therein (collectively, “Feedback”), then City hereby grants Contractor and its affiliates a worldwide, fully paid-up, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, without any compensation to City or any restriction or obligation on account of intellectual Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 Page 8 City Attorney Approved Version 2/11/2025 property rights or otherwise. Without limiting the generality of the foregoing, nothing in this Agreement limits Contractor’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Marie Calander Name Terri Rosales Title IT Director Title VP Finance Dept IT Address Versaterm Public Safety, Inc. CITY OF CARLSBAD 1331 CLYDE AVENUE, SUITE 400 OTTAWA, ONTARIO, CANADA K2C 3G4 Address 1635 Faraday Ave Phone 1-343-655-2287 Carlsbad, CA 92008 Email Terri.rosales@versaterm.com Phone 442.339.2454 Each Party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. 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 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 9 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. 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. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved Party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each Party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City shall provide Contractor with written notice specifying the nature of the default. Contractor shall have thirty (30) calendar days from receipt of such notice to cure the default to the City's reasonable satisfaction. If Contractor fails to cure the default within the cure period, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City and will refund any prorated prepaid fees. In the event of termination of this Agreement by either Party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 10 Contractor may terminate this Agreement at any time on giving City notice in writing if: (i) City infringes any copyright or other intellectual property right or other industrial or proprietary right of Contractor; (ii) in Contractor’s reasonable judgment, City’s use of the Services poses a security risk to the software that constitutes the Services or any third party; (iii) City fails to pay in full any sum owed by it under this Agreement within thirty (30) days of the due date therefor; or (iv) City fails to observe or perform any other material obligation or covenant required to be observed or performed by it under this Agreement, and solely in the case of (iv) above, such failure continues for a period of thirty (30) days after delivery of written notice by Contractor to City requiring City to cure such failure. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION 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. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. Notwithstanding the foregoing, Contractor may assign its rights and benefits under this Agreement to any person without providing written notice to the City if such assignment is due to a corporate restructure, merger, or acquisition. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 11 27. 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. 28. 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: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 12 29. 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 _______________________, 2026. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Versaterm Public Safety US, Inc, a Delaware corporation By: By: (sign here) IT Director (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: 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: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 VP FinanceT Rosales John Faulkner February CFO 6th City Attorney Approved Version 2/11/2025 Page 13 EXHIBIT A SCOPE OF SERVICES AND FEE SPIDR Products 1. Service Schedule Information The Subscription Fee shown are the current software and quantities contracted by the City. Unless otherwise agreed in writing, the Subscription Fee shall be due on or before the beginning of the yearly anniversary of the Subscription Term. Additional software subscriptions or licenses purchased by City during the Term will result in additional fees, which shall be prorated to be coterminous with City’s then current Renewal Period. 1.1. Software and Authorized Users: 129 1.2. Subscription Term: November 13, 2024 to November 12, 2025 Subscription Term: November 13, 2025 to November 12, 2026 1.3. Subscription Optional Terms: November 13, 2026 to November 12, 2027 1.4. Subscription Fees: Product Qty Sales Price Total Price Subscription Term SPIDR Platform: Insights Module 129 $83.16 $10,727.64 Year 1 - 11/13/2024 to 11/12/2025 SPIDR Platform: Investigations Module 129 $83.16 $10,727.64 Year 1 - 11/13/2024 to 11/12/2025 SPIDR Platform: Patrol Module 129 $83.16 $10,727.64 Year 1 - 11/13/2024 to 11/12/2025 Maintenance & Support 1 $0.00 $0.00 Included SPIDR Platform: Insights Module 129 $87.32 $11,264.28 Year 2 - 11/13/2025 to 11/12/2026 SPIDR Platform: Investigations Module 129 $87.32 $11,264.28 Year 2 - 11/13/2025 to 11/12/2026 SPIDR Platform: Patrol Module 129 $87.32 $11,264.28 Year 2 - 11/13/2025 to 11/12/2026 Maintenance & Support 1 $0.00 $0.00 Included SPIDR Platform: Insights Module 129 $91.69 $11,828.01 OPTIONAL Year 3 - 11/13/2026 to 11/12/2027 SPIDR Platform: Investigations Module 129 $91.69 $11,828.01 OPTIONAL Year 3 - 11/13/2026 to 11/12/2027 SPIDR Platform: Patrol Module 129 $91.69 $11,828.01 OPTIONAL Year 3 - 11/13/2026 to 11/12/2027 Maintenance & Support 1 $0.00 $0.00 Included Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 14 SPIDR Platform – Year 1 Total SPIDR Platform – Year 2 Total Initial Agreement Total SPIDR Platform – Year 3 Total Total $ 32,182.92 33,792.84 65,975.76 Optional 35,484.03 $ 101,459.79 *Note: The Sales Price for Year 1 of the Initial Term contains a 16% discount from the standard list price. The Sales Price for Year 2 and Optional Year 3 have an annual increase of 5% applied. 2. Invoices Versaterm shall send invoices to City, Kevin Peebler at the following e-mail address: kevin.peebler@carlsdadca.gov & renewal@carlcarlsbadca.gov Should the invoice email address change, City shall promptly notify Versaterm. 3. License 3.1. Provision of the Service. Versaterm will provide City with access to Versaterm’s proprietary service for the software modules specified in the Section 1 (collectively the “Service”) in accordance with the terms and conditions of this Agreement. To access and use the Service, City is responsible at its own expense for obtaining its own internet access, and any hardware and software required therefor. 3.2. Grant of Rights. Subject to the terms and conditions of the Agreement, Versaterm hereby grants to City a limited, non-exclusive, non-transferable right to access and use the Service, solely for City’s purposes during the Term. All rights not expressly granted to City are reserved by Versaterm and its licensors. There are no implied rights. 3.3. Versaterm SPIDR Tech Technology. In connection with providing the Service, Versaterm and its licensors shall operate and support the hosted environment used by Versaterm to provide the Service, including the Versaterm Technology, the server hardware, disk storage, firewall protection, server operating systems, management programs, web server programs, documentation and all other technology or information so used by Versaterm. As used herein, “Versaterm SPIDR Tech Technology” means all of Versaterm’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to City by Versaterm in providing the Service. 4. Service Level Agreement This Section 3 describes the levels of service that the City will receive from Contractor. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 15 4.1. Up-time Availability. During the Term, Contractor’s API will be operational and available to the City at least 99.9% of the time in any calendar month. Note that even during API downtime (for whatever reason), once the API availability is re-established, Contractor can receive “lost” data. The platform will generate and send any messages that can still be reasonably sent. This reduces the number of messages failed even during unexpected API outages. 4.2. Downtime. City agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Contractor may undertake from time to time; or (iii) causes beyond the control of Contractor or which are not reasonably foreseeable by Contractor, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures, or failures or issues experienced by the Hosting Contractors independent of and not related to the Service or Contractor (collectively “Downtime”). Contractor shall use commercially reasonable efforts to provide twenty-four (24) hour advance notice to City in the event of any scheduled Downtime. Contractor shall have no obligation during performance of such operations to mirror City Data on any other server or to transfer City Data to any other server. Contractor shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the service in connection with Downtime, whether scheduled or not. 4.3. Support Services Contractor shall establish, sufficiently staff, and maintain the organization and processes necessary to provide telephone and/or email-based technical support, troubleshooting, error identification, isolation and remediation, and other assistance directly to the City and its authorized users. Contractor will provide the City with any resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Contractor’s other customers. 4.4. Response Times City may raise a support issue with Versaterm – SPIDR Tech product group, by e-mailing support@spidrtech.com or phoning 877-746-8276. Contractor shall endeavor to respond in a timely fashion. Contractor is deemed to have responded when it has replied to the City’s initial request. This may be in the form of an email or telephone call, to either provide a solution, request further information, or propose an ETA for a solution. Guaranteed initial response times depend on the priority of the item(s) affected and the severity of the issue. They are shown in the table below: Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 City Attorney Approved Version 2/11/2025 Page 16 Response times apply on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Contractor’s obligations under the Service Schedule. 4.5. Severity levels The severity levels shown in the table above are defined as follows: a. Critical: Complete degradation — all users and critical functions affected. Item or service completely unavailable. b. Severe: Significant degradation — a large number of users or critical functions affected. c. Medium: Limited degradation — a limited number of users or functions affected. Business processes can continue. d. Minor: Small degradation — few users or one user affected. Business processes can continue. The following table are examples of support item types and priority levels: 4.6. Resolution times Contractor will always endeavor to resolve problems as swiftly as possible. It recognizes that the City’s operational systems and community relationships are key to its mission and that any downtime can have significant consequences. However, Contractor is unable to provide guaranteed resolution times. This is because the nature and causes of problems can vary enormously. For instance, it may be possible to resolve a critical API issue in minutes, simply by restarting the affected component(s). But if a system fails due to a persistent infrastructure fault (also classed as a critical issue) it may take longer to get back up and running. In all cases, Contractor will make its best efforts to resolve problems as quickly as possible. It will also provide frequent progress reports to the City. Docusign Envelope ID: E73A1C62-B5AC-401E-9A22-DD8B0918D8C5 INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) 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) COMMERCIAL GENERAL LIABILITY 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 INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Casualty Insurance Company Federal Insurance Company Hartford Accident & Indemnity Scottsdale Indemnity Company Lloyds of London Hartford Fire Insurance Co. 1/28/2026 Marsh & McLennan Agency LLC 100 Kimball Place, Suite 300 Alpharetta, GA 30009 770 476-1770 Brenda Reid - brenda.reid@marshmma.com Versaterm Public Safety Us, Inc. 1 N Macdonald Ste 500 Mesa, AZ 85201-7346 29424 20281 22357 15580 555555 19682 A X X 20UUNBB6A2E 01/01/2026 01/01/2027 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 F X X X 20UENBJ4PBK 01/01/2026 01/01/2027 1,000,000 B X X 56733369 01/01/2026 01/01/2027 5,000,000 5,000,000 C N 20WEBV8SD7 10/01/2025 10/01/2026 X 1,000,000 1,000,000 1,000,000 D E Cyber/Professnal Cyber/Professnal EKS3554139 TRCX25THY7 01/01/2026 01/01/2026 01/01/2027 01/01/2027 $10,000,000 per claim $10,000,000 aggregate City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 1 of 1 #S15509915/M15457838 VERSATERUSClient#: 882656 JXUUS 1 of 1 #S15509915/M15457838