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HomeMy WebLinkAboutAssetWorks Inc; 2026-03-12; PSA26-4018FLTPSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR ONSITE TRAINING AND CONSULTING SERVICES ASSETWORKS INC. THIS AGREEMENT is made and entered into as of the ____________ day of ____________________, 2026, by and between the City of Carlsbad, California, a municipal Delaware RECITALS City requires the professional services of a consultant that is experienced in on-site training. 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 in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to January 23, 2027. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed five thousand nine hundred eighty-eight dollars ($5,988). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net Within five (5) business days of receipt of the notice of delivery from Contractor, City will inspect the products or services to ensure conformity with this Agreement. Acceptance shall be presumed unless within five (5) business days of receipt of the notice of delivery City provides written notice to Contractor outlining the specific reason(s) why the product or service does not comply with this Agreement. Contractor shall have three (3) business days to respond to such notice. City and Contractor shall continue to communicate in good faith to resolve the issue. Should the acceptance and payment be withheld by City for more than thirty (30) days from the date Contractor received initial written notice, Contractor reserves the right to: (1) grant the City additional time to resolve the issue; (2) suspend access to the product or service at issue; and/or (3) terminate this Agreement. No product or service provided by Contractor under this Agreement shall be considered work for hire. 4. CONSTRUCTION MANAGEMENT SOFTWARE (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 ("Agreement") March corporation ("City") and AssetWorks Inc., a 12th corporation ("Contractor"). City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in Exhibit "A," attached and incorporated by this reference in accordance with the terms and 30 unless otherwise provided in Exhibit "A" or agreed to in writing by the parties. City's City's Procore Project Management and Collaboration System. This project may utilize the City's Procore PSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 2 otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. 5. STATUS OF CONTRACTOR 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. 6. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Nothing in this Agreement, or any other term of condition considered to be part of this Agreement, shall be interpreted to hold Contractor liable for any claims, costs, fees, verdicts, awards, or other damages resulting from or otherwise attributable to actions or omissions. 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, fault. Nothing in this Agreement, or any other term of condition considered to be part of this Agreement, shall be interpreted to hold Contractor liable for any claims, costs, fees, verdicts, awards, or other damages resulting The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or - included as a loss, expense or cost for the purposes of this section, and that this section will survive for two (2) years from the expiration or early termination of this Agreement. To the extent permitted by c Except to the extent caused by gross negligence or willful misconduct, neither Party shall be liable for special, indirect, incidental, economic, consequential or punitive damages, including but not limited to lost revenue, lost profits, replacement Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 is responsible for obtaining Contractor's own Procore support, as needed, either through the online Contractor will perform the Services as an independent contractor and in pursuit of Contractor's attorney's City's 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 California Civil Code Section incorporated in this Agreement, Contractor's indemnification obligation shall be limited to claims that 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 Contractor's proportionate percentage of from City's actions or omissions. on behalf of an injured employee under City's self administered workers' compensation program is applicable law, Contractor's indemnification obligations shall be limited to the minimum insurance overage listed in Contractor's Certificate of Insurance (COi). PSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 3 goods, loss of technology rights or services, loss or corruption of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if a Party has been advised of the likelihood of such damages. Except for indemnification obligations, Agreement shall not exceed two-times (2x) the total amount of fees paid over the twelve months prior to the conduct on which the claim is based. 7. 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 -OR with a surplus line insurer on the State List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Key Rating Guide of at 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 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 City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to City. The full limits available to the named insured shall also be available and applicable to the as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City 8. 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 Contractor Name Bradley Northup Name Tyler Beaty Title Public Works Superintendent Title National Account Manager Department Fleet & Facilities Address 1001 Old Cassatt Road, Suite 204 City of Carlsbad Berwyn, PA 19312 Address 1635 Faraday Ave. Phone No. 916-230-4458 Carlsbad, CA 92008 Email tyler.beaty@assetworks.com Phone No. 760-473-1267 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. 9. 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. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 Contractor's total liability to City of, about, regarding, relating or pertaining to this than "A :VII"; of California's Best's least "A:X"; prior to City's execution of this Agreement. PSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 4 Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number 10. 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. 11. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -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. 12. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion and upon written notice to the other party no later than thirty (30) days prior to the date termination is to take effect. City will pay Contractor's costs for services delivered and accepted by City up to the time of termination. 13. 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, California 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. 14. 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. 15. 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. 16. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light PSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 5 17. 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. 18. 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. 19. 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. 20. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. {signatures on following page} Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 PSA26-4018FLT City Attorney Approved Version 10/23/2025 Page 6 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ASSETWORKS INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Patrick Incollingo, Director of Finance (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Greg Richards, General Manager Deputy / 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: _____________________________ Assistant City Attorney Docusign Envelope ID: 5F180E34-1 BC1-4391-94D6-E4F6224C64E1 PSA26-4018FLT Page 7 EXHIBIT A SCOPE OF SERVICES AND FEE Professional Training and Consulting Services 1.0 Scope of Services AssetWorks shall provide professional training and consulting services consisting of a single onsite engagement of up to three (3) consecutive business days. Services shall be delivered in a train-the-trainer format and shall not exceed eight (8) hours of instruction per day. AssetWorks may perform reasonable preparatory activities outside of scheduled classroom time as necessary to support the agreed-upon training objectives. 2.0 Training Delivery 2.1 Training services shall be provided to combined participant groups from the Cities of Carlsbad and Escondido. 2.2 Training shall be conducted at one (1) mutually agreed-upon physical or remote location. 2.3 Training is intended for system administrators and shall utilize standard AssetWorks training materials. 2.4 End-user training and the development of customized training materials are excluded unless expressly authorized in writing. 3.0 Pre-Training Planning and Coordination 3.1 Prior to commencement of onsite services, AssetWorks shall conduct a pre-training planning meeting and coordinate logistics. The Customer shall be responsible for developing and distributing the training agenda, coordinating attendee participation, securing appropriate training facilities, and providing necessary audiovisual and presentation equipment. 4.0 Remote Consulting and Support In addition to onsite services, AssetWorks shall provide supplemental consulting and training services remotely via web-based conferencing, as necessary, before and after the onsite engagement, in support of the agreed-upon scope. 5.0 System and Version Requirements All services shall be performed using the current supported version of FleetFocus/AssetWorks EAM and in accordance with applicable AssetWorks product documentation. 6.0 Customer Responsibilities 6.1 The Customer shall provide timely access to appropriate technical resources, subject matter experts, and personnel necessary for the successful delivery of services. The Customer shall designate a single point of contact with authority to manage coordination, approvals, and communications throughout the duration of the engagement. The Customer shall be responsible for implementing and promoting any approved changes into the production environment, with guidance from AssetWorks as applicable. Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 with the Customer's designated Project Manager to confirm training objectives, finalize subject matter, Customer's PSA26-4018FLT Page 8 7.0 Exclusions and Changes to Scope Any services, features, deliverables, or activities not expressly described in this Statement of Work are excluded. Additional services or changes to the scope shall require a mutually executed written amendment or change order. Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 Professional Services Description Line Total 3-Oay Onsite Training Services for Carlsbad/Escondido (60% of Combined USO 4,488.00 Training Services; Fixed Fee) Estimated Travel Services (-60% of 1 Trip; Billed as Incurred) USO 1,500.00 Professional Services Total: USD 5,988.00 PSA26-4018FLT Exhibit "A" (cont.) Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 AssetWORKS ORDER FORM AssetWorks Inc. 1001 Old Cassatt Road Suite 204 Berwyn, PA 19312 Ship To Bradley Northrup City of Carlsbad 1635 Faraday Ave Carlsbad, California 92008 United States (760)473-1267 (760)434-1987 bradley.northup@carlsbadca.gov Order#: Q-15380-3 Date: 8/14/2025 Expires On: 2/28/2026 Bill To City of Carlsbad 1635 Faraday Ave Carlsbad, California 92008 United States Unless Customer has a separate written and signed agreement with AssetWorks, this Order Form is subject to the terms of the AssetWorks Online Master Agreement located at https://www.assetworks.com/tc-fleeU which are hereby incorporated into this Order Form. Parties agree to be bound by those terms and conditions. Professional Services Description Line Total 3-Day Onsite Training Services for Carlsbad/Escondido (60% of Combined USD 4,488.00 Training Services; Fixed Fee) Estimated Travel Services (-60% of 1 Trip; Billed as Incurred) USD 1,500.00 Professional Services Total: USD 5,988.00 3-Day Onsite Training and Consulting Services Scope and Assumptions • Order Form assumes one (1) onsite trip for a maximum of three (3) days of training and consulting services at a maximum of eight (8) hours a day. • Time may be billed for prep work required to show specific scenarios and done after hours from in-class training time. • Training assumes train-the-trainer approach and one (1) physical or remote location for training for all groups, to be mutually agreed upon between the Customer and AssetWorks. Customer to coordinate attendees, secure space and provide overhead projection capabilities for meetings, as necessary. • Training will combine groups from Carlsbad and Escondido. • Pre-training call will be held with Customer Project Manager to discuss and finalize topics. With the AssetWorks Project Manager or trainer's assistance, the customer is responsible for creating and distributing the agenda with desired curriculum to be covered. • Additional consulting services before and after visit to be provided remotely via web conferencing. Minimum time charge for any remote training session is two (2) hours. • Costs are for a fixed fee project and do not include applicable taxes. Milestone(s) are to be billed as noted below in the milestone names, with the amounts noted below: • Q-15380 Carlsbad Milestone-Completion of Onsite Training: $4,488 USD • Q-15852 Escondido Milestone-Completion of Onsite Training: $2,992 USD • $7,480 Total -split 60% to Carlsbad, and 40% to Escondido. AssetWorks Professional Services Standard Terms • AssetWorks will assign a Project Manager (PM) 4-6 weeks after a fully executed and processed order. The PM will engage the customer to kick off the project and begin scheduling services. The delivery schedule of the project will be set during the project planning phase. • All services will be performed remotely using web teleconferencing, unless otherwise noted. Page 1 of 2 PSA26-4018FLT Exhibit "A" (cont.) Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 • Training will be delivered as "train the trainer" for system administrators; end user training is not included unless otherwise noted. The max class size is ten (10) participants. • Where applicable, standard training materials will be utilized; scope does not include customized training materials unless otherwise noted. • Current supported version of FleetFocus/AssetWorks EAM is required and adheres to the minimum versions as referred to in AssetWorks Product Documentation. • Customer may be required to upgrade if new features and/or fixes are available and considered necessary for project success; upgrade services are not included, unless otherwise noted. • Customer will make appropriate technical resources available to AssetWorks' consultants and provide necessary and appropriate personnel at meetings to define project requirements. • Customer will appoint a single point of contact for project duration that will have project management responsibilities and decision-making authority. This person will be the focal point of contact for the AssetWorks' Professional Services and Customer Care teams. • Customer will be responsible for working with AssetWorks' Professional Services to move any changes into a production environment. • If included, travel expenses will be reimbursed as incurred, unless otherwise noted. Expenses include actual costs for lodging, air, ground travel and per diem rates for meal expenses (corporate rate/government agreement). • In the event the customer schedules onsite services and two calendar weeks prior to the arrival date, and due to circumstances within the customer's control, AssetWorks' scheduled personnel are unable to perform such services, AssetWorks will be entitled to payment for each such scheduled personnel based on an eight- hour minimum day. • Any features, specifications, tasks, services, or requirements not detailed in this SOW/quote are explicitly excluded. If additional scope is added or required, a change order will be requested of the customer. • Invoices are due on existing contract terms. • Any professional services delivered as Time & Materials (if applicable) will be invoiced at the beginning of each month following their delivery. Professional services delivered on a Fixed Fee basis will be invoiced according to the milestone schedule outlined above (if applicable). • All costs are quoted in USD and do not include applicable taxes. • All software licenses and first-year maintenance and/or subscription fees will be invoiced upon contract execution. • Annual maintenance for quoted custom deliverable(s) is billed upon delivery of the item(s) as defined the scope. • If this order is abandoned, paused, or cancelled by the customer for any reason mid-effort, the customer will be billed for all AssetWorks time incurred at the current contracted labor rate. In the event Customer's business practices require that Customer issue a purchase order number prior to payment of any AssetWorks invoices issued under this Agreement, then such purchase order number must be entered below. Customer's execution of the Order Form without designating a purchase order number shall be deemed Customer's acknowledgement that no purchase order number is required for payment of invoices hereunder. Purchase Order Number: ________ _ Accepted by Customer: Accepted by AssetWorks: Signature: Signature: Name (Print): ---------Name (Print): ---------- Title: Title: Date: Date: Please sign and email to Tyler Beaty at tyler.beaty@assetworks.com. THANK YOU FOR YOUR BUSINESS! Page 2 of2 09/27/2026 Volari X 1,000,000 Y 20281 US00158150EO25A 2,000,000 A Y A 5,000,000 09/27/2026 X XL Specialty Insurance Company Professional Liability 09/27/2025 CN102165922-Volar-GAWUP-25-26 Y 1,000,000 22667 _ 09/27/2026 HOU-003829148-18 09/27/2025 X X 1,000,000 03/10/2026 30 Y Tech E&O & Cyber 1,000,000 SIR: $2,500,000 X 1,000,000 1,000,000 A 09/27/2026 09/27/2025 09/27/2025 X 37885 7360-03-97 Limit 25,000 2671764342 X 9365-24-30 1,000,000 City of Carlsbad/CMWD is included as additional insured (except workers’ compensation) where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. 1001 Old Cassatt Road, Suite 204 AssetWorks Inc. Berwyn, PA 19312 1,000,000 Federal Insurance Company X 120 Bremner Blvd., Suite 800 Marsh Canada Limited Toronto, ON M5J 0A8 CANADA 9950-48-39 WUC ACE American Insurance Company N P.O. BOX 947 MURRIETA, CA 92564 CITY OF CARLSBAD/CMWD C/O EXIGIS INSURANCE COMPLIANCE SERVICES 09/27/2025 B 1,000,000Y Y X X C 1,000,000 09/27/2026 Y Docusign Envelope ID: 5F180E34-1BC1-4391-94D6-E4F6224C64E1 ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 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). PRODUCER CONTACT NAME: PHONE I FAX IA/C No E:xtl: (A/C No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: INSURED INSURERB: INSURERC: INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ll.lC>n uuun POLICY NUMBER CMM/DDNVYYl CMM/DDNVYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ~ □ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES <Ea occurrence\ $ MED EXP (Any one person) $ ~ PERSONAL & ADV INJURY $ ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO-DLoc PRODUCTS -COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ <Ea accident) ~ ANY AUTO BODILY INJURY (Per person) $ ~ OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ~ HIRED ~ NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ ~ ~ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I ~ ~s-~ ~e © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Dacuaign Envelope ID: 5F180E34-1 BC1-4391-94D8-E4F6224C64E1 POLICY NUMBER: (25) 7360-03-97 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM Wth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Wno Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Constellation Software, Inc. Endorsement Effective Date: 09-27-2025 to 09-27-2026 SCHEDULE Name Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. HOWEVER, NO SUCH PERSON OR ORGAN I ZATION IS AN INSURED UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ANY OTHER PROVISION OF THE "WHO IS AN INSURED " SECTION OF THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Wno Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 Dacuaign Envelope ID: 5F180E34-1 BC1-4391-94D8-E4F6224C64E1 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 27, 2025 TO SEPTEMBER 27, 2026 SEPTEMBER 27, 2025 9950-48-39 wuc CONSTELLATION SOFIW ARE, INC. FEDERAL INSURANCE COMP ANY OCTOBER 13, 2025 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement;and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued EndorSBment Paga 1 Dacuaign Envelope ID: 5F180E34-1 BC1-4391-94D8-E4F6224C64E1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 Dacuaign Envelope ID: 5F180E34-1 BC1-4391-94D8-E4F6224C64E1 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 27, 2025 TO SEPTEMBER 27, 2026 SEPTEMBER 27, 2025 9950-48-39 WT.JC CONSTELLATION SOFIW ARE, INC. FEDERAL INSURANCE COMPANY OCTOBER 13, 2025 This Endorsement applies to the following forms: GENERAL LIABILITY Conditions Trans of Waiver of Rights of Recovery Against Others Liability Insurance Form 80-02-2373 (Ed. 4-94) Under Conditions, Transfer Or Waiver Of Rights Recovery Against Others, the following provision is added. However, we waive any right of recovery we may have against the designated person or organization shown below because of payments we make for in jury or damage arising out of your ongoing operations or done under a contract with that person or organization and included in the products-completed operations hazard. This waiver applies to the designated person or organization. Designated Person or Organization PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH WANER AS IS AFFORDED BY THIS ENDORSEMENT. All other terms and conditions remain unchanged. Authorized Representative COND-WAIVER OF TRANSFER OF RIGHT OF RECOVERY Endorsement last page Page 1 Dacuaign Envelope ID: 5F180E34-1 BC1-4391-94D8-E4F6224C64E1 Workers' Compensation and Employers' Llablllty Policy Named Insured Endorsement Number CONSTELLATION SOFTWARE, INC. 5265 ROCKWELL DRIVE NE Policy Number CEDAR RAPIDS IA 52402 Symbol: RWC Number: (26)7176-43-42 Policy Period Effective Data of Endorsement 09-27-2025 TO 09-27-2026 09-27-2025 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY lnaert the policy number. The remainder of the infoonstian is ID be oompleted ~ when this endonement is issued subeequent ta the preparation of the policy. This endorsement changes the policy ID which it is atlached and is effective on the date iaaued unleae otherwise stated. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( ) Specific Waiver Name of person or organization: ( X ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL OPERATIONS CONDUCTED BY AN INSURED PURSUANT TO SUCH WRITTEN CONTRACT 3. Premium: The premium charge for this endorsement shall be 1.0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: $0 Authorized Representative WC 90 03 76 (06/18)