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HomeMy WebLinkAboutAccu-Time Systems Inc; 2026-04-28;Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Accu-nme Systems, Inc. 20B International Drive Windsor, CT 06095 + 1 860-870-5000 www .accu-time.com TimeCom® Sales Order Date Prepared: 4/24/2026 The TimeCom Sales Order is an agreement entered into between Accu-Time Systems, Inc. with a principal place of business at 20-B International Drive, Windsor, CT 06095 {"ATS") and City of Carlsbad, with a principal place of business at 1635 Faraday Ave Carlsbad, CA 92008 {"Client"). This Sales Order incorporates by reference the TimeCom General Terms1 (the Sales Order, the TimeCom General Terms, and related service descriptions, together are the "Agreement"). Effective Date: Date this Sales Order is signed by ATS Initial Term: Go-Live Date: 60 months (Following initial term optional 1 year renewals) 01/01/2027 Payment Terms: Is Purchase Order (PO) required for purchase or payment of products and services on this Sales Order? Purchase Order Number: The Client Agrees to Purchase the Following Products/Services2: Features Included: Features to be deployed at Go Live: Meal Breaks Rest Breaks 30 minute meal break enforcement for California time clocks Allocating or transferring to different positions or jobs View recent time clock punches Languages -English, Spanish NET45 Yes TBD Attestation message on out punch each day (statement language configurable up to 250 characters per statement/question) Self Service Feature Package: View accrued total hours worked for pay period View Work Schedule Calendar or Ad-Hoc Schedule from Workday Restrict employee from punching in X minutes before they are scheduled to start shift Restrict employee from punching in X minutes after the end of shift One-Time Fees Description Unit Price Qty H0S-00-38 stride80 Base with HID iclass reader set to CSN, Ethernet, touch screen display, presence sensor, power supply and a backup battery, Power over Ethernet Shipping Fee Taxes (7.75%) TC-IMPLEMENTION -TimeCom Implementation Fees Monthly Fees Description TC-HOSTING -TimeCom Host fees TC-SLA STANDARD -Constant Care SLA-Standard $1,500.00 $1,000.00 $29,500.00 Unit Price $28.00 $1,150.00 TimeCom® Sales Order Rev 09-03-2025 20 1 1 1 Qty 20 12 Extended Price $30,000.00 $1,000.00 $6,279.05 $29,500.00 $66,779.05 Extended Price $6,720.00 $13,800.00 $20,520.00 Page 1 of 2 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Agreement Total One-Time Fees -Year 1 Monthly Fees-Year 1 Monthly Fees-Year 2 Monthly Fees-Year 3 Monthly Fees -Year 4 Monthly Fees -Year 5 Agreement Total Notes $66,779.05 20,520.00 20,520.00 20,520.00 20,520.00 20,520.00 $169,379.05 1-This Sales Order is subject to and incorporates by reference the TimeCom General Terms detailed in Attachment 1 and all exhibits to Attachment 1. 2 -Prices shown do not include freight charges, taxes, customs fees, or other shipping-related costs. Customer will be invoiced for all applicable shipping costs once calculated. A description of the ConstantCare Support is detailed in Exhibit C of Attachment 1. This Agreement shall become legally binding upon execution by both parties unless this Sales Order is invalid for any of the following reasons: (1) the signatory below does not have the authority to bind Client to this Sales Order or (2) the requested purchase order information or signature is incomplete or does not match our records or the rest of this Sales Order. IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date. Accu-Time Systems, Inc. Client: I Signed: ~(Ut\, Atc{p~ Signed: ~ lw~ UWilW\, I Name: Ryan McColgan Name: Sheila Cobian I Title: VP Sales & Marketing Title: Assistant City Manager I Date: Date: I 4/28/2026 5/4/2026 APPROVED AS, TO FORM: A.ttes.t: Cl N DIE K. M cMAH O , City Attorney SH IERRY FREISI GER, City Clerk B,Y: De puty City Attorney Morgen Fry Assi st ant City Cl erk TimeCom® Sales Order Rev 09-03-2025 Page 2 of 2 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 TIMECOM® GENERAL TERMS THESE TIMECOM GENERAL TERMS, AND THE SALES ORDER THE CLIENT (''CLIENT" OR "YOU" OR "YOUR") EXECUTES (THE "SALES ORDER"), GOVERNS YOUR ACQUISITION AND USE OF ACCU-TIME SYSTEMS, INC.'S ("ATS" OR "OUR'') TIMECOM SYSTEM AND SERVICES. THE CLIENT'S NAME AND ADDRESS IS SPECIFICALLY IDENTIFIED IN THE SALES ORDER. BY EXECUTING THE SALES ORDER(S), YOU ARE ACCEPTING THE TERMS OF THE SALES ORDER(S) AND THESE TIMECOM GENERAL TERMS AND EXHIBITS (THE SALES ORDER(S) AND THESE TIMECOM GENERAL TERMS AND EXHIBITS, TOGETHER, THE "AGREEMENT''). BY SIGNING THE SALES ORDER AND ENTERING INTO THE AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE CLIENT AND ITS AFFILIATES TO THE AGREEMENT. UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN EXHIBIT 8. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE THAT THE SALES ORDER(S) IS LAST EXECUTED. 1. The TimeCom System. 1.1. The TimeCom System and Services. ATS shall (a) make the TimeCom System available to the Client and (b) provide to Client certain implementation, hosting, support and maintenance services ( collectively, the "Services'') as set forth in the Sales Order, pursuant to the terms of the Agreement during the Term. ATS reserves the right to make updates and modifications to the TimeCom System or particular features or components of the TimeCom System, from time to time, at its sole discretion; provided, that such updates and modifications do not materially diminish the functionality of the TimeCom System or its features and/or components. Client understands that the TimeCom System may be unavailable for a short period of time to implement such updates or modifications; provided, that ATS will exercise reasonable commercial efforts to notify Client of any such material updates and modifications to the TimeCom System. 1.2. The TimeCom System and Services provided to Client hereunder will be based upon information provided to ATS by Client. Upon receipt from ATS, whether electronically or otherwise, Client will promptly review all data and reports prepared by the TimeCom System for validity and accuracy according to Client's records and Client agrees that it will promptly notify ATS of any discrepancies. ATS shall retain Client Data for a period of seventy-five (75) days after such Client Data has been sent to ATS via the TimeCom System and acknowledged by the ERP. Client understands and agrees that ATS has no obligation to maintain any Client Data following such seventy-five (75) day period. 1.3. The Services. During the Term, ATS will provide Client with the level of Services indicated on the Sales Order. ATS reserves the right, from time to time, to make updates and modifications to the Services, provided, that such updates and modifications do not materially diminish the functionality of the Services. Client understands that the Services may be unavailable for a short period of time to implement such updates or modifications; provided, that, ATS will use commercially reasonable efforts to notify Client directly of any material updates and modifications and by posting a notice of the update or modification on the ATS website, if applicable. Additional upgraded services may be purchased by Client via submission of a Sales Order and acceptance of same by ATS. Client understands and agrees that ATS may subcontract and/or assign the provision of its Services to a third party; however, nothing shall relieve ATS from responsibility for performance of its duties under the terms of the Agreement. All Services will be provided using personnel of required skill, experience and qualifications, and in a timely, workmanlike and professional manner in accordance with generally recognized industry standards. 1.4. Equipment. ATS agrees to provide Client with the Equipment described in the Sales Order in accordance with the Equipment Terms and Conditions attached hereto as Exhibit B. If set forth in the Sales Order under Time Clock Installation, Client shall pay (i) an installation and setup fee for each unit of Equipment if such Equipment is installed on Client's premises by ATS or ATS' contractor; and (ii) any applicable one-time Implementation Fees for set up of the TimeCom System. For the avoidance of ii\-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 doubt, Client shall be deemed the owner of the Equipment effective upon the receipt by ATS of payment in full for such Equipment, in accordance with the applicable Sales Order and Section 3.4 of the Agreement. 1.5. Client Responsibilities. (a) Client shall: (i) be responsible for all Users' compliance with the Agreement, (ii) be solely responsible for the accuracy, integrity, and legality of Client Data and the means by which Client acquires and uses such Client Data, (iii) use the TimeCom System only in accordance with applicable laws, rules, regulations (including, without limitation, export, data protection and privacy laws, rules and regulations and laws, rules and regulations that apply to the use of biometrics) and any Documentation, (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the TimeCom System, (v) ensure that the Equipment and the TimeCom System operate in connection with, and are protected by, any firewall maintained by the Client, and (vi) notify ATS in writing immediately of (A) any unauthorized use of, or access to, the TimeCom System or any User account or password thereof or (B) any notice or charge of noncompliance with any applicable law, rule or regulation asserted or filed against Client implicating ATS's Services to Client. For the avoidance of doubt, User accounts and passwords are specific to individual Users, and under no circumstances may User accounts or passwords be shared among or by different Users; provided, however, that the Client administrator(s) may reassign a User account during the Term, if a former User no longer requires a User account. Client is responsible for all Client activities that occur under Client's accounts and passwords. In any event, ATS shall not be liable for any damages incurred by Client arising from Client's failure to comply with this Section. (b) Client shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the TimeCom System or any modified version or derivative work of the TimeCom System, (ii) provide the TimeCom System, or any modified version or derivative work of the TimeCom System on a timesharing, service bureau or other similar basis, (iii) remove or alter any copyright, trademark or proprietary notice in the TimeCom System, (iv) copy any features, functions or graphics of the TimeCom System for any purpose other than what is expressly authorized in the Agreement, (v) send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene or libelous material, or Malicious Code, (vi) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the TimeCom System, (vii) use any Intellectual Property Rights protected by applicable laws and contained in the TimeCom System for the purpose of building a competitive product or service or copying the TimeCom System's features or user interface, or (viii) use the TimeCom System, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without ATS's prior written consent. (c) Client shall only use the TimeCom System and Services for Client's internal business purposes and Client agrees to be responsible for ensuring that its Users' access or use of the TimeCom System and Services comply with the Agreement. 1.6. Third Parties. Client agrees not to disclose any Confidential Information of ATS to any contractor or allow any contractor to create Modifications unless and until the contractor has agreed in writing to (a) protect the confidentiality of such Confidential Information in the manner required by Section 5 and then only to the extent necessary for the contractor to perform those services subcontracted to it, and (b) assign all such contractor's rights, title and interests (including all Intellectual Property Rights) in such Modifications to Client to ensure Client can comply with Section 2.1. The Client will be solely responsible for all payments to its contractors and will be responsible for compliance by its contractors with the terms and conditions of the Agreement. 1.7. ConstantCare Support Program and Service Level Agreement. The ATS ConstantCare Support Program and Service Level Agreement attached hereto as Exhibit C provides ongoing technical and functional support to TimeCom Clients. ATS shall maintain the TimeCom System in good working order and in compliance with the ConstantCare program selected by Client, and the Service Level Agreement. 1.8. [RESERVED]. 1~-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 2. Proprietary Rights and Protected Information. 2.1. Ownership of TimeCom System and Modifications. Client acknowledges and agrees that ATS owns all right, title and interest, including all Intellectual Property Rights, in and to the TimeCom System and any Modifications. Client agrees to and does hereby assign to ATS any rights, title and interest worldwide it may acquire in the Intellectual Property Rights embodied in any and all Modifications. Except as expressly stated otherwise in the Agreement, ATS retains all of its right, title and ownership interest in and to the TimeCom System, the Services and Modifications, and no other Intellectual Property Rights or license rights are granted by ATS to Client under the Agreement, either expressly or by implication, estoppel or otherwise. 2.2. Trademarks. (a) Use of ATS's Marks. ATS's name, logo, trade names and trademarks are owned by ATS, and no right is granted to Client to use any of the foregoing except as expressly permitted herein or by written consent of ATS. Unless expressly permitted in writing by ATS, Client shall not modify the appearance or branding of any part of the TimeCom System and Services. (b) Use of Client's Authorized Marks. In the event that ATS makes available to Client branding of any materials, cards and/or websites associated with the TimeCom System and Client requests such branding, Client grants ATS, the card issuers and any third-party service providers designated by ATS the right to display Client's trademarks and services marks (the "Authorized Marks''), subject to Client's right, in its sole discretion, to review and approve the copy prior to the use of such Authorized Marks. This authorization shall continue for the term of the Agreement. 2.3. Freedom to Create Modifications. Nothing in this Section shall inhibit, hamper, encumber or otherwise impede ATS's freedom to create Modifications or improve, extend and/or modify the TimeCom System. 2.4. Suggestions. Client or its Users may, from time to time, provide suggestions, enhancement or feature requests or other feedback to ATS with respect to the TimeCom System, Services or related Documentation (collectively, "Feedback"). Client hereby agrees that all Feedback is hereby assigned by Client to ATS entirely voluntarily. ATS shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature. Feedback, even if designated as confidential by Client, shall not create any obligation of confidentiality for ATS, unless ATS expressly agrees so in writing. 2.5. Protected Information. (a) Client's use of ATS's TimeCom System and Services under the Agreement may involve access to Client's personally-identifiable information such as employee name, employee number, employee time or job code that may be subject to state or federal laws regarding securing such information and restricting the disclosure of such information (''Protected Information''). ATS shall not disclose Protected Information except as permitted or required by the Agreement or as otherwise authorized in writing by Client, or applicable laws. If required by a court of competent jurisdiction or an administrative body to disclose Protected Information, ATS will notify Client in writing immediately upon receiving notice of such requirement and prior to any such disclosure, to give Client an opportunity to oppose or otherwise respond to such disclosure (unless prohibited by law from doing so). (b) Safeguard Standard. ATS agrees to protect the privacy and security of Protected Information in accordance with the Data Protection and Security Exhibit attached hereto as Exhibit D. (c) Return Or Destruction Of Protected Information. Within thirty (30) days of the termination, cancellation, expiration or other conclusion of the Agreement, if requested by Client at termination or earlier, ATS shall use commercially reasonable efforts to provide a copy of the Protected Information to Client in a format reasonably acceptable to Client unless Client requests in writing that such data be destroyed. 1f<i-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 Such destruction shall be accomplished by purging or physical destruction, in accordance with reasonable instructions from Client. Absent this request, such Protected Information shall be destroyed in accordance with ATS's data retention policy. (d) Breaches Of Protected Information. ATS shall report any confirmed or suspected Breach to Client promptly upon discovery, both orally and in writing, after ATS reasonably believes a Breach has or may have occurred. ATS's report shall identify: (i) the nature of the unauthorized access, use or disclosure, (ii) the Protected Information disclosed, (iii) the person(s) who accessed, used and disclosed and/or received Protected Information (if known), (iv) what ATS has done or will do to mitigate any deleterious effect of the unauthorized disclosure, and (v) what corrective action ATS has taken or will take to prevent future unauthorized disclosure. ATS shall provide such otherinformation, including a written report, as reasonably requested by Client. In the event of a suspected Breach, ATS shall keep the Client informed regularly of the progress of its investigation until the uncertainty is resolved. In the event of a Breach, ATS will make commercially reasonable efforts to remedy the Breach as quickly as circumstances permit including: 3. Payment. a. Promptly designate a contact person to whom the Client will direct inquiries, and who will communicate ATS responses to Client inquiries; b. As rapidly as circumstances permit, apply appropriate resources to remedy the Breach condition, investigate, document, restore Client service(s) as directed by the Client, and undertake appropriate response activities; c. Provide status reports to the Client on Breach response activities, either on a daily basis or a frequency approved by the Client; d. Make all reasonable efforts to assist and cooperate with the Client in its Breach response efforts; and e. Provide knowledgeable ATS staff to participate in Client-initiated meetings and/or conference calls regarding the Breach. 3.1. Fees and Payment. Client agrees to pay all fees specified in the Sales Order(s). Except as otherwise provided, fees set forth in a Sales Order hereunder will be: (a) quoted and payable in United States dollars, (b) paid by check, ACH, or wire transfer, (c) based on access to the TimeCom System and Services and not actual usage, and (d) non-cancelable and non-refundable. Client agrees to provide ATS with complete and accurate billing and contact information and to notify ATS of any changes to such information. 3.2. Overdue Charges and Suspension of Service. If Client's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under the Agreement or by law, ATS reserves the right to suspend access to the TimeCom System and Services upon thirty (30) days written notice, without liability to Client, until such amounts are paid in full. 3.3. Taxes. Except as otherwise stated in the Sales Order(s), ATS's fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, excise, sales, use or withholding taxes (collectively, "Taxes''). Client is responsible for paying all Taxes associated with the Agreement and its use of the TimeCom System and Services, excluding U.S. federal and state income tax liabilities of ATS. If Client has an obligation to withhold any amounts under any law or tax regime ( other than U.S. federal and state income tax law), Client shall gross up the payments so that ATS receives the amount actually 12~-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 quoted and invoiced. If ATS determines that ATS has a legal obligation to collect, report or remit Taxes for which Client is responsible under this section, ATS shall provide Client with documentation evidencing the Taxes and the appropriate amount shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate authorized by the appropriate taxing authority. 3.4. Billing Periods. The following schedule sets forth the billing start dates and intervals for the TimeCom System and associated products and services. Client's specific TimeCom configuration may or may not require the products and services described in this schedule. Item Billing Start Billing Interval Upon completion of successful Implementation Services End-to-End Testing or Go-One Time Only Live Date, whichever is first; provided, that if Client terminates the Agreement pursuant to Section 4.2(b) prior to such completion or Go-Live Date, Client shall be liable for mutually agreed upon Implementation Fees Equipment (Time Clocks) Upon Equipment shipment to One Time Only Client Express Exchange Service Upon Equipment shipment to Annually Client ConstantCare Program On Go-Live Date As determined in Sales Order Hosting On Go-Live Date As determined in Sales Order Equipment Installation At completion of installation One Time Only By written notice to ATS, the Client may elect to postpone the Go-Live Date set forth on the Sales Order for a period not to exceed forty-five ( 45) days after the Go-Live Date set forth on the Sales Order (such date, the "Permitted Postponed Go-Live Date''). Upon mutual agreement, the parties may further postpone the Go-Live Date after the "Permitted Postponed Go-Live Date." 3.5. Fee Changes. ATS may increase fees for the TimeCom System and Services at any time after the Initial Term. Fee increases associated with a Renewal Term will be incorporated into the written amendment for that Renewal Term and will not exceed 5% of the fees associated with the prior term. 3.6. Invoices. ATS shall send all invoices to Client's contact designated on the applicable Sales Order under the heading "Billing Contact Name" using the email address provided by Client under the heading "Billing Email Address". 4. Term and Termination. 4.1. Term. The Agreement begins on the Effective Date and continues for the period set forth on the Sales Order (the "Initial Term''), subject to the annual appropriation of funds by Client's City Council. Upon expiration of the Initial Term, the Agreement will renew for up to five (5) additional one (1) year periods (each a "Renewal Term''). A Renewal Term will be based upon a satisfactory review of ATS' performance, Client needs, and appropriation of funds by the Client's City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Renewal Term. The Initial Term, together with all Renewal Terms, is referred to as the "Term" for purposes of the Agreement. 4.2. Termination. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 a. Termination for Breach. Either party may terminate the Agreement and any then-current Sales Order(s) prior to the end of a Term if the other party: (i) materially breaches any material warranty, term, condition or covenant hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. b. Termination for Convenience. Any time after twelve (12) months following the Effective Date, Client may terminate the Agreement and any then-current Sale Order(s) for any reason or no reason upon at least thirty (30) days' prior written notice to ATS. In the event that the Client terminates the Agreement and any then-current Sales Order(s) pursuant to this Section 4.2(b), Client shall pay to ATS an amount equal to twenty-five percent (20%) of the remaining fees payable for the duration of the then-current Term. c. Additional Rights of ATS. ATS may suspend performance and/or terminate the Agreement immediately, with prompt notice to Client, in the event Client, its employee(s) or any other third party (i) includes in the TimeCom System and Services any Client Data which is obscene, offensive, inappropriate, threatening, or malicious; (ii) materially violates any applicable law or regulation or any contract, privacy or other third party right; or otherwise exposes ATS to civil or criminal liability~or (iii) wrongfully uses or accesses the TimeCom System and Services or any other systems of ATS used in the performance of ATS's obligations under the Agreement. 4.3. Effect of Termination. No refunds of fees will be made, unless Client terminates the Agreement and any then-current Sales Order(s) pursuant to Section 4.2(a), in which case Client will be entitled to a refund of the pro rata portion of unearned fees paid in advance for which services were terminated by the termination. Client understands and agrees that upon expiration or termination of the Agreement, the rights granted under the Agreement and, in connection with any then-current Sales Order(s), will be immediately revoked and ATS may immediately deactivate Client's account; provided that Client shall be entitled to retain any Equipment that is or has been purchased and paid for in full by Client. ATS shall deliver all collected Client Data, except any biometric data, if applicable, to Client prior to termination of the Service, or at the latest, within five (5) days of the termination date. In no event shall any expiration or termination of the Agreement relieve Client of the obligation to pay any fees payable to ATS for the period prior to the effective date of expiration or termination, unless otherwise stated in the Agreement. 4.4.Surviving Provisions. Sections 1.5, 1.6, 2.1, 2.2, 2.4, 2.5, 3, 4.3, 4.4, 5, 7, 8, 9, and 11 and Exhibit F shall survive termination of expiration of the Agreement. 5. Confidentiality. 5.1. Confidentiality. The parties acknowledge that in the course of performing their obligations under the Agreement, each may receive Confidential Information of the other party. Each party covenants and agrees that neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who require access to the Confidential Information of the Disclosing Party to exercise its rights and obligations under the Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written notice to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in the Agreement will prohibit or limit the Receiving Party's use of information: (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to the Disclosing Party's Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of the Agreement. The structure and organization of the TimeCom System are Confidential Information of ATS. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 5.2. Destruction. Within five (5) days after a Disclosing Party's request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information identified in the request; provided, however, that the Receiving Party shall be entitled to retain archival copies of the Confidential Information of the Disclosing Party solely for legal, regulatory or compliance purposes unless otherwise prohibited by law, subject to an ongoing obligation of confidentiality. 5.3. Equitable Relief. Each party acknowledges that a breach or threatened breach of this Section would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that the other party may seek equitable relief without any requirement to post bond or other security in order to enforce the terms of this Section 5. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 6. Warranties, Exclusive Remedies and Disclaimers. 6.1. ATS Warranties. ATS warrants that (a) it has the legal power to enter into the Agreement, and (b) the TimeCom System shall perform materially in accordance with the Documentation for the applicable TimeCom System. If the TimeCom System does not conform to the warranty specified in Section 6.l(b) above, Client must notify ATS within thirty (30) days, and ATS agrees to use commercially reasonable efforts to cure the non-conforming portions of the TimeCom System before Client may pursue any other remedies. ATS is not responsible for any non-compliance with this warranty resulting from or caused by any (i) Malicious Code present in the Client Data made available to ATS by Client, or (ii) Modifications made by anyone other than ATS. Client's sole and exclusive remedy for a breach of any warranties contained in this Section 6.1 shall be to terminate the Agreement pursuant to Section 4.2 and, notwithstanding anything to the contrary in Section 3.1, have ATS refund to Client the pro rata unused portion of any pre-paid unearned fees. 6.2. Client Warranties. Client warrants that (a) it has the legal power to enter into the Agreement, (b) it has all consents and rights in and to the Client Data necessary to permit ATS to exercise its rights to access and use the Client Data to operate the TimeCom System and provide the Services, (c) it is in full compliance with and will continue to comply with all applicable laws and regulations that apply to Client's use of the TimeCom System, Services and to Client's business, including without limitation all laws concerning protection of Client's employees' personal information and use of biometrics, and (d) the Client Data or the media on which the Client Data resides does not contain any Malicious Code. 7. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ATS, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE WITH RESPECT TO THE TIMECOM SYSTEM, SERVICES AND/OR ANY CUSTOM PROGRAMS CREATED BY ATS OR ANY THIRD- PARTY SOFTWARE DELIVERED BY ATS. ATS, ITS LICENSORS AND SUPPLIERS FURTHER DISCLAIM ANY WARRANTY THAT THE RESULTS OBTAINED THROUGH THE USE OF THE TIMECOM SYSTEM, SUPPORT SERVICES, ANY CUSTOM PROGRAMS CREATED BY ATS OR ANY THIRD-PARTY SOFTWARE DELIVERED BY ATS WILL MEET CLIENT'S NEEDS. 8. Indemnification. 8.1 ATS Indemnity. Subject to the remainder of this Section, ATS shall, at its expense, (a) defend or settle any third party claims, actions and demands brought against Client and its officers, directors, employees and agents, and (b) pay all damages finally awarded therein against Client's indemnified parties or agreed upon in settlement by ATS (including other reasonable costs incurred by Client, including reasonable attorneys' fees, in connection with enforcing this Section) arising from: (i) claims that ATS failed to comply with applicable laws, rules or regulations in its performance of the Agreement 12~-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 or (ii) claims that the TimeCom System as used in accordance with the Agreement infringes any U.S. patent, copyright, trade secret or other intellectual property right of any third party. The foregoing obligations of ATS do not apply to the extent that the alleged infringing system or portions or components thereof or modifications thereto were not supplied or directed by ATS, or were combined with other products, processes or materials not supplied or directed by ATS (where the alleged infringements relates to such combination). THIS SECTION STATES ATS'S SOLE LIABILITY TO, AND CLIENT'S EXCLUSIVE REMEDY FOR, CLAIMS OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, THE TIMECOM SYSTEM AND SERVICES DELIVERED UNDER OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS). 8.2 Client Indemnity. Client shall, at its expense, (a) defend or settle any third party claims, actions and demands brought against ATS and its officers, directors, employees and agents, and (b) pay all damages finally awarded therein against ATS's indemnified parties or agreed upon in settlement by Client (including other reasonable costs incurred by ATS, including reasonable attorneys' fees, in connection with enforcing this Section) arising from: (i) Client's breach or violation of Client's responsibilities under Sections 1.5 or 1.6, (ii) claims that Client Data or transmission or hosting thereof infringes or violates the rights of a third party, (iii) claims that Client's or its Users' use of the TimeCom System or Services in violation of this Agreement infringes or violates the rights of such third party, or (iv) claims that Client failed to comply with applicable laws, rules or regulations (including, without limitation, export, data protection and privacy laws, rules and regulations and laws, rules and regulations that apply to the use of biometrics) in its performance of the Agreement. 8.3 Indemnification Procedures. The party or other person entitled to seek indemnification pursuant to this Section 8 (the "Indemnified Party'') shall: (a) promptly notify the other party obligated to provide such indemnification (the "Indemnifying Party'') in writing of any such claim, (b) take commercially reasonable steps to mitigate any potential damages which may result; ( c) give sole control of the defense and settlement of any such claim to the Indemnifying Party (provided that Indemnifying Party may not settle any claim in a manner that adversely affects Indemnified Party's rights, imposes any obligation or liability on the Indemnified Party or admits liability or wrongdoing on the part of Indemnified Party, in each case, without Indemnified Party's prior written consent), and (d) provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party's expense, in defending or settling such claim. The Indemnified Party may join in defense with counsel of its choice at the Indemnified Party's own expense. 9. Limitation of Liability. 9.1. Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE TOTAL AMOUNT PAYABLE BY CLIENT TO ATS UNDER THIS AGREEMENT DURING THE TWENTY-FOUR (24) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. 9.2. Disclaimer of Consequential Damages. EXCEPT FOR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8, IN NO EVENT SHALL ATS BE LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 10. Insurance. During the term of the Agreement, ATS will at all times maintain, at its own cost, insurance coverage as follows: 12~-Aif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 10.1. Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis,, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury, personal injury and property damage. Product and completed operations are subject to the general aggregate limit. 10.2 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if ATS has no employees and provides, to Client's satisfaction, a declaration stating this. 10.3 Professional Liability. Errors and omissions liability appropriate to ATS' profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of three years following the date of completion of the work. 10.4 Additional Provisions. ATS will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.4.1 Client will be named as an additional insured on Commercial General Liability which shall provide primary coverage to Client. 10.4.2 Commercial General Liability insurance shall be written on an occurrence basis. Professional Liability (Technology E&O) and Cyber Liability insurance may be written on a claims-made basis consistent with industry standards .. 10.4.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Client sent by certified mail pursuant to the Notice provisions of this Agreement. 10.5 Providing Certificates of Insurance and Endorsements. Prior to Client's execution of this Agreement, ATS will furnish certificates of insurance and endorsements to Client. 10.6 Failure to Maintain Coverage. If ATS fails to maintain the insurance required under this Agreement, Client shall provide written notice to ATS and ATS shall have a reasonable opportunity to cure. If ATS fails to cure within such period, Client may declare ATS in breach and exercise its termination rights under this Agreement. . 10. 7 Submission of Insurance Policies. Client reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. General. 11.1. Compliance with Laws. Client will comply with all applicable laws and governmental regulations and will not use or access the TimeCom System or Services in any way that materially violates any applicable international, federal, state or local laws and/or regulations. ATS will comply with all applicable laws and governmental regulations. ATS may require Client to comply with certain regulatory obligations necessary for ATS's compliance with applicable laws and regulations, which obligations shall be set forth in a Regulatory Addendum. Client acknowledges and agrees that the California Privacy Rights Act Addendum attached hereto as Exhibit E (the "Regulatory Addenda'') is hereby incorporated into this Agreement. ATS may update the Regulatory Addenda from time to time to reflect changes in applicable legal or regulatory requirements. ATS will provide Client with advance notice of any such updates, and Client agrees to comply with the updated terms as of the effective date specified in the notice. 11.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be 1;?,iAif9~f./ Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 unreasonably withheld). Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void. 11.3. Relationship of the Parties. ATS and Client are independent contractors, and nothing in the Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 11.4. Third-Party Beneficiaries. Nothing in the Agreement creates, or will be deemed to create, third-party beneficiaries of or under the Agreement. ATS has no obligation to any third party (including Client's Users and/or any taxing authority) by virtue of the Agreement. 11.5. Choice of Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. ATS and Client agree to submit to the personal and non-exclusive jurisdiction of the courts located in San Diego County, California The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the Agreement. 11.6. [RESERVED]. 11.7. Manner of Giving Notice. Notices regarding the Agreement shall be in writing and addressed to Client at the address Client provides in the Sales Order(s), or, in the case of ATS, when addressed to ATS at the address listed on the Sales Order(s) and sent to the attention of the Chief Executive Officer. 11.8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees). 11.9. Entire Agreement. This Agreement and the Sales Order(s), and exhibits and addendums referenced herein represent the entire agreement of the parties and supersede all prior discussions, emails, documents or other agreements between the parties, provided that the Agreement shall govern all disclosures and exchanges of Confidential Information made by the parties previously hereto. To the extent there is a conflict between the Agreement and any additional or inconsistent terms, the terms of the Agreement shall prevail, unless expressly stated otherwise or as specified in Exhibit F of the Agreement. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or in any other order document (other than a Sales Order) shall be incorporated into the Agreement, and all such terms shall be void. The Agreement and the Sales Order(s) may not be modified or altered except by written instrument, and no amendment or waiver of any provision of the Agreement shall be effective unless in writing and signed ( either manually or electronically) by an authorized representative of Client and ATS. All rights not expressly granted to Client are reserved by ATS and its licensors. 11.10. Equitable Relief. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 11.11. Severability. If any of the provisions of the Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of Client and ATS shall be construed and enforced accordingly 11.12. Waiver. The failure of either party at any time to enforce any right or remedy available to it under the Agreement with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party. ii\%~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 11.13. Headings. The headings used in the Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof. 11.14. Use of Agents. ATS may designate an agent or subcontractor to perform such tasks and functions to complete any Services covered under the Agreement; provided that nothing in the preceding sentence shall relieve ATS from responsibility for performance of its duties under the terms of the Agreement. 12. IT Addendum. Attached hereto as Exhibit F Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT A: DEFINITIONS "Affiliate" means a company that Controls, is controlled by or is under common Control with the Client. "Breach" means any successful, unauthorized access to Protected Information residing in the TimeCom System which materially compromises the confidentiality, integrity, or availability of Protected Information. "Client Data" means any data, information or material submitted by Client, or stored by Client in the TimeCom System, including without limitation, Client's employees' name, badge number, ID, schedule information, and other time and attendance information, including transactional information, provided by Client or its employees for the TimeCom System and Services. Client grants to ATS a right to use the Client Data for the sole purpose of providing the TimeCom System and Services to Client as contemplated herein. "Confidential Information" means information that one party (the "Disclosing Party'') provides to the other party (''Receiving Party'') during the term of the Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a company, whether through ownership of voting securities or by contract or otherwise. "Documentation" has the meaning set forth in the TimeCom System definition. "End-to-End Testing" means the process by which a User's punch into the TimeCom System is sent from Equipment and flows through the Software and is received in the Client's Workday instance. End- to-End Testing shall be deemed to be successful upon the Client's acknowledgment that it can see the punch on such User's time card. "Equipment" has the meaning set forth in the TimeCom System definition. "Equipment Software" has the meaning set forth in the TimeCom System definition. "Go-Live Date" means the date in the Sales Order as may be amended pursuant to this Agreement. "Intellectual Property Rights" means any patents and applications thereto, copyrights, trademarks, service marks, trade names, domain name rights, trade secret rights, and all other intellectual property and proprietary rights. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs. "Modifications" means any work based on or incorporating all or any portion of the TimeCom System, including, without limitation, modifications, enhancements and customizations to the TimeCom System. "Sales Order" means a document for purchase of access and use of the TimeCom System that is entered into between ATS and Client from time to time. Sales Order(s) are deemed incorporated herein by reference. "Services" has the meaning set forth in Section 1. 1. "Software" has the meaning set forth in the TimeCom System definition. ii\~g~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 "Taxes" has the meaning set forth in Section 3.3. "Term" has the meaning set forth in Section 4.1. Attachment 1 "Third-Party Software" means online, Web-based applications and offline software products that are developed by third parties, and may interoperate with the TimeCom System, the use of which software is governed by the applicable terms and conditions specified by such third party. "TimeCom System" means the time data collection system known as the TimeCom System identified on the Sales Order(s). The TimeCom System exchanges Client Data with Client's Enterprise Resource Planning (''ERP''), workforce management or other time and attendance system. The TimeCom System consists of the ATS data collection equipment hardware (the "Equipment'') and related Equipment software (the "Equipment Software''); and the ATS hosting services and cloud-based integration middleware (the "Software''); and related documentation made available to the Client (the "Documentation''). "User" means an individual employee, contractor or agent of Client authorized by Client to use the applicable TimeCom System for which access has been purchased and who has been given a user identification and password. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT B: EQUIPMENT 1. Client shall not make any alterations or attach any device not provided by ATS to the Equipment, nor shall Client remove the Equipment from the place of original installation without written notice to ATS (e.g. email to Tech Support). 2. At the time of shipment, ATS will invoice Client for the full amount owed for the Equipment. 3. The Equipment is provided to the Client FCA-ATS Facility and risk of loss passes to the Client at shipment; provided, however, that in the event of any loss, damage, or other issue arising during shipment, ATS will use commercially reasonable efforts to assist in investigating and remedying such issue. 4. Equipment Warranty: ATS warrants to Client that (a) the Equipment, when and as delivered, will be free from defects in materials and workmanship for a period of twelve (12) months from the date of shipment and (b) the Equipment Software will be fully operable and function in all material respects ( collectively, the "Equipment Warranty''). The Equipment Warranty is contingent upon the use of (i) the Equipment in accordance with ATS instructions in the applications for which they were intended and shall not apply to Equipment that is modified, improperly installed or maintained, or subjected to unusual physical or electrical stress, misuse, abuse, unauthorized repair, or combination with components/products not provided by ATS and (ii) Client's use of the Equipment Software in accordance with the terms of the Agreement. Client's sole and exclusive remedies shall be limited to repair or replacement, at ATS's sole option and election. Repairs and replacements required as a result of any of the following shall not be included in the foregoing Equipment Warranty and will be charged at ATS's then current rates: (i) damage, defects, or malfunctions resulting from misuse, accident, neglect, tampering, unusual physical, or electrical stress, or causes other than normal or intended use; (ii) failure of Client to provide and maintain a suitable installation environment; (iii) any alterations made to or any devices not provided by ATS and attached to the Equipment; and (iv) malfunctions resulting from use of badges or supplies not approved by ATS. Replacement or repair shall not extend the term of this Equipment Warranty. Client may return Equipment only during the term of the Warranty in accordance with the procedures set forth below. Under no circumstances shall ATS have any liability in respect of any Equipment or the Equipment Software, except to the extent set forth in this Exhibit B. 5. Equipment Repairs: Equipment repairs made after the expiration of the Equipment Warranty are warranted for thirty (30) days after the date of shipment. Equipment repairs made during the term of the Equipment Warranty are first covered by the provisions of the Equipment Warranty and then for any days remaining, post-Equipment Warranty expiration, the 30-day period after shipment. 6. During the term of the Equipment Warranty, Client may return Equipment that does not conform with the Equipment Warranty; provided that Client shall first (i) notify ATS of the Equipment non- conformity in a detailed writing; (ii) request and obtain a return material authorization ("RMA'') number for the non-conforming Equipment; and (iii) within ten (10) days of receipt of the RMA number, return such Equipment to ATS, freight prepaid, with the RMA number prominently displayed. Client shall bear all shipping costs and risk of loss of Equipment sent to ATS. ATS will bear all shipping costs and risk of loss of Equipment returned to Client. If, upon examination, ATS finds no non-conformity in the returned Equipment, it will return the Product to Client, at Client's expense. Upon expiration of the Equipment Warranty, any maintenance services provided by ATS at Client's request will be subject to ATS's then current charges for such services. In such event, Client will bear the cost of all shipping costs and the risk of loss for Equipment sent to ATS and for Equipment returned to Client by ATS. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 7. Notwithstanding anything to the contrary in the Agreement, ATS's sole commitment to Client for purchased Equipment is the Equipment Warranty as set forth in this Exhibit B. The Equipment Warranty is exclusive and shall apply in lieu of all other warranties appearing on any Client purchase order or other documentation not part of this Agreement. Client agrees that ATS's acceptance of Client's order or quotation with respect to Equipment warranty matters is limited to and governed exclusively by the Equipment Warranty. Neither ATS's commencement of performance nor shipment of Equipment shall be deemed to constitute acceptance of any additional or different warranty proposed by Client. ATS's failure to object to provisions contained in any purchase order or other document of Client not part of this Agreement shall not be construed as a waiver by ATS of the Equipment Warranty or an acceptance of any warranty terms and conditions of Client, which are hereby rejected by ATS. 8. In order to keep the purchased Equipment current, ATS may from time to time perform maintenance fixes and other upgrades to the Equipment Software received by Client at no charge to Client. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT C: CONSTANTCARE SUPPORT PROGRAM AND SERVICE LEVEL AGREEMENT ConstantCare Support Services The ATS ConstantCare Support Program provides ongoing technical and functional support to TimeCom Clients through phone, email, and virtual meetings. ATS shall maintain the TimeCom System in good working order and in compliance with the ConstantCare program selected by Client, and this Service Level Agreement (''SLA"). ATS shall correct errors, problems, interruptions, malfunctions, and failures in the TimeCom System (collectively, "Errors") in compliance with the Agreement and this SLA. There are three Tiers of Support provided: 1. Tier 1 Support-First-line support and primary contact point. Creates Client issue Ticket, performs troubleshooting and problem assessment, and offers solutions for basic issues. This process begins depending on Client's selection of Support Plan, as explained below. 2. Tier 2 Support-Technical Client Service staff provide a higher level of support and more extensive problem-solving. 3. Tier 3 Support-Engineering personnel address critical issues and problems requiring longer resolution times. Solution team and project management may be provided. Accu-Time Systems encourages Clients to designate their own internal support team. Employees of Client should contact their internal support team before contacting ATS Support. ATS further encourages Clients to designate a limited number of appropriate personnel who are authorized to contact ATS Support. In the ConstantCare Comprehensive plan, training of Client's internal staff is included, allowing Client to diagnose and respond to common issues and questions. ClockWatch is available to ConstantCare Standard and Comprehensive plan participants. ClockWatch provides Client with access to terminal health monitoring, activity, event logging, and other diagnostic features. ClockWatch provides On-demand reporting to. Available reports include: □ Users Active in TimeCom System □ Biometrically Enrolled Employees □ Punch Data by Date Range □ Active Time Collection Devices □ Communicating Time Collection Devices □ Custom reports can be created for a fee Troubleshooting and diagnostics performed by the Constantcare staff may require establishing a remote connection to Client's equipment. Client's representative should be prepared, and authorized, to give such access. Client Issue Tickets will be closed when ATS and Client agree that an issue has been satisfactorily resolved or a suitable workaround or temporary solution has been provided. ATS reserves the right to provide permanent solutions through the use of periodic distributed bug fixes, patches, and software updates. ConstantCare support personnel have the discretion to determine whether an issue presented by Client is covered by the ConstantCare Support Program. If an issue is not related to, or caused by, the TimeCom System, the Client may engage the services of the ConstantCare staff for a fee. In the event extraordinary support is required, that is not as a result of a failure, error, malfunction, bug, or other functional flaw inherent to the design of the TimeCom System, a fee will be quoted to Client for ii\~g~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 the scope of work. There are three ConstantCare Support plans: Support Hours1,2 Primary Access Tier 1 Response Time Tier 2 Response Time Tier 3 Response Time EES4 Initiated By Email Alerts ClockWatch On-Demand Reporting Dedicated Support Line Notes: Basic 8AM-5PM EST/EDT Tier 1 Support Immediate Within 1 Day' Within 2 Days' ConstantCare Staff Standard 24 X 7 X 365 Tier 1 Support Immediate Within 4 Hours' Within 8 Hours' ConstantCare Staff • • • Comprehensive 24 X 7 X 365 Tier 2 Support Direct Access Bypassed Within 1 Hour Within 3 Hours ConstantCare Staff • • • • 1 The ATS ConstantCare Program Tier 2 and 3 Support is unavailable for Basic and Standard Plan participants on the days the following U.S. Holidays are observed: New Year's Day• Memorial Day• Independence Day• Labor Day• Thanksgiving Day • Day After Thanksgiving Day• Christmas Eve• Christmas Day 2 ConstantCare Support may be unavailable due to natural events or unforeseen circumstances. This does not breach the TimeCom Terms and Conditions detailed at https://atstimecom.accu- time.com/timecom-general-terms/. 3 Response times shown are within a normal business day, Mon -Fri, 8:00 AM -5:00 PM EST/EDT. 4 Express Exchange Service is a separate paid program. Details are at https://atstimecom.accu-time.com/express-exchange/ Software Maintenance Services ATS shall perform scheduled maintenance in accordance with the following principles: a. Operating system security patches that ATS deems to be critical shall be applied as soon as possible, in general once every month, but potentially more often. These patches are applied without notification to the Client. b. TimeCom System application patches that ATS deems to be critical and which are required for the proper operation of the TimeCom System shall be applied as soon as possible. ATS shall inform Client when such patches are applied. c. Other TimeCom System modifications shall be communicated to the Client and the parties shall reasonably determine an appropriate time to deploy such modifications. If ATS Tier 1, 2 and 3 support of the ATS ConstantCare program are not able to resolve a Client's question or problem, without creating a new software release, then ATS shall assign a Severity Level to Client's issue, and use commercially reasonable efforts to resolve Client's request as follows $everity Level Definition High Priority. TimeCom System is (a) not operating at all, (b) having material Level 1 unctions or functionality not operating or operating improperly, or (c) operating in a manner that is corrupting, or is likely to corrupt or expose to unauthorized actors, any of the Client Data, and there is no workaround available. Level 2 Intermediate Priority. TimeCom System is operating properly only with an undue workaround. Level 3 Low Priority. TimeCom System has problems with operations that do not reduce functions or performance in a material way. Continuous Efforts. ATS shall use commercially reasonable efforts, 24x7x365, to resolve all Level 1 Errors as quickly as possible. ATS shall use reasonable efforts, during the normal operating hours (Mon-Fri, ii\~g~M,.r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 8am-5pm), to resolve all Level 2 Errors as quickly as possible by creating a patch release, and provide customer with a resolution outlook date. ATS shall prioritize and use reasonable efforts to resolve all Level 3 Errors as part of a feature release and provide customer with a resolution outlook date. Disaster Recovery. ATS will maintain a disaster recovery plan that meets industry standards as commercially reasonable to prevent the TimeCom System from becoming unavailable and Client Data from being lost or corrupted due to a disaster. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT D: DATA PROTECTION AND SECURITY 1. Definitions. Capitalized terms herein shall have the meanings set forth below. "Agreement" shall mean the ATS General Terms and Conditions for delivering the TimeCom Solution to Client. "ATS or Supplier" shall mean Accu-Time Systems providing Client Data processing services to Client. "Best Practices Guide" shall mean a document ATS provides to Client with best practices for Client to follow, to enable the proper and secure operation of the Service. "Client Data" shall mean all Subjects' Personal data that is retrieved from Client's ERP/HCM system and stored in the ATS TimeCom Middleware, as well as all data that is captured at ATS terminals and subsequently stored in the ATS TimeCom Middleware. "Breach and Data Breach" shall mean an event that provided an unauthorized party with to access, or ability to modify Client Data, or disable, or critically impact the delivery of the Service. "Data Center" shall mean the physical location where the computers used to provide the Service are located. "Data Retention Policy" shall mean the ATS data retention policy for Client Data. "Disabling Device" means any programs, mechanisms, programming devices, malware or other computer code (i) designed to disrupt, disable, harm, impair or otherwise impede in any manner the operation of any software program or code, or any computer system or network ( e.g. "malware", "spyware", "viruses", "ransomware", "worms", "time bombs" ) used to deliver the Service (ii) designed to or could reasonably be used to permit an unauthorized party to access any computer system or network (e.g. "trojans", "traps", "access codes"); or (iii) is designed to or could reasonably be used to permit an unauthorized party to track, monitor or otherwise report the operation and use of the Service, for purposes other than providing the Service to Client. "Personal Data" shall mean data that can be used to identify a specific Subject. "Middleware" shall mean the ATS hosted cloud software, used to provide the Service. "The Regions" shall mean the Regions of the world where ATS will store Client Data in its Middleware. For the purpose of this Agreement, The Regions can include the United States of America, and the European Economic Area. Client Data will be stored in either one of those Regions, per Client's direction. "Service(s)": shall mean the TimeCom service ATS provides to Client. "Subject(s)": shall mean the Client's employee(s) for which the Service collects Client Data to provide the TimeCom service. 2. Data Protection. ATS will not store, transfer, copy, analyze, monitor or otherwise use Client Data except for the purposes set forth in the Agreement and for the benefit of Client. All Client Data shall be hosted, stored and replicated in The Regions, provided that all ATS terminals are located in The Regions, and provided that ATS carries no responsibility for where other Client systems, not operated by ATS, store data that is transmitted from an ATS system to such other Client system. ATS and Client shall, to the best of their abilities, comply with all applicable laws, regulations, and government orders in The Regions, relating Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 to data privacy with respect to any such Client Data that ATS receives or has access to under this Agreement or in connection with the performance of the Services for Client. If such compliance would render the ATS Service to Client impossible, then ATS will notify Client and work with Client to resolve the legal conflict, or if the conflict cannot be resolved to orderly terminate the Service. ATS will otherwise protect and will not use, disclose, or transfer Client Data outside of The Regions, except as necessary to perform its obligations under this Agreement or as authorized by Client. 3. Client Data and Intellectual Property. All right, title, and interest in Client Data will remain the property of Client. ATS has no intellectual property rights or other claim to Client Data that is hosted, stored, or transferred to and from ATS or any cloud-based platform that may be provided by ATS, or to Client's Confidential Information, except for the license granted to ATS by Client to host, store and transfer the Client Data as contemplated in the Agreement. ATS will cooperate with Client to protect Client's Intellectual Property Rights and Client Data. ATS will promptly notify Client if ATS becomes aware of any potential infringement of those rights in accordance with the provisions of this Agreement. 4. Data Safeguards. ATS shall provide the following services and functions as part of the Software: (i) the use of appropriate, industry-standard encryption technology to protect Client Data, while at rest in the Middleware and while in transit, from unauthorized access; and (ii) routinely back-up and securely archive Client Data . ATS will comply with the requirements of this Data Protection and Security Exhibit and implement the Data Safeguards, and ATS will further implement reasonable security standards that it determines are necessary, but in no event less than industry standards: (i) to select a third party Data Center provider that provides the physical security of its Data Center(s) used to maintain Client Data and provide the Service; and (ii) to reasonably protect the TimeCom Middleware network, the operating systems used to deliver the Service, and the TimeCom Middleware software applications, and all data storage systems and media used to provide the Service to Client, from being subject to Disabling Devices. Client commits to following the Best Practices Guide ATS provides to Client. Client's failure to do so may be considered a negligent act, and relieve ATS from the indemnification requirements articulated in paragraph 8 of this Exhibit. 5. Data Access. Except for the purpose of providing the Services and meeting its obligations under the Agreement, ATS has represented to Client that ATS will not be permitted to access Client Data, and ATS will have no ability to manipulate, modify or control such Client Data. If any Services provided by ATS may involve ATS or its personnel having or requiring access to Client Data, then ATS shall comply with the provisions of this Data Protection and Security Exhibit. To the extent that ATS requires access to Client Data, or ATS has access to or stores or holds any Client Data, ATS agrees to: (a) access and use the Client Data solely for the purpose of providing the Services in accordance with the terms and conditions of this Agreement; (b) maintain, technical, and administrative safeguards (including but not limited to those set forth in this Exhibit) to protect the Client Data against unauthorized access, use, or disclosure while it is accessible to or held by ATS ("Data Safeguards''); and (c) not disclose the Client Data to any third party, except: (1) to its employees, consultants or contractors who need to have access to such information and solely for purposes of providing the Services, provided that such recipients are bound by confidentiality provisions no less restrictive than those set out in this Agreement; and (2) to the extent required by a judicial order or other legal obligation, provided that, to the fullest extent permitted by law, ATS will promptly notify Client of such a required disclosure to allow intervention by Client (and will cooperate with Client) to contest or minimize the scope of such disclosure. 6. Data Retention and Data Backup. ATS maintains a Data Retention and data recovery standard operating procedures and policies (''SOPs'') and can make written copies of all such SOPs available to Client upon request. All SOPs must be reasonably acceptable to Client. ATS shall test all SOPs on a regular basis, perform data backup verifications and shall provide SSAE 18 SOC reports for client to review, upon 1~%~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 Client's request, provided a valid NDA is in place between ATS and Client. Within 7 days after the termination or expiration of this Agreement for any reason, ATS shall transfer all available Client data, such as punch data to Client, using the normal data transfer method from the Service to the Client's ERP, and destroy all Client Data from its system or, in the event that transferring or destroying any Client Data is not feasible, provide notification of the conditions that make such return or destruction not feasible, in which case, ATS must continue to protect all Client Data that it retains and agree to limit further use and disclosures of such Client Data to those purposes that make the return or destruction not feasible as ATS maintains such Client Data. 7. SOC 2/SSAE 18 Certification and Audits. ATS will, on at least an annual basis, hire a third-party auditing firm to perform a Statement on Standards for Attestation Engagements No. 18 (SSAE 18) audit, or equivalent audit, on internal and external ATS procedures and systems that access or contain Client Data. ATS shall adhere to SOC 2/SSAE 18 audit compliance criteria and data security procedures (or any successor report of a similar nature that is generally accepted in the industry and utilized by ATS), applicable to ATS. ATS's security procedures will materially conform to the description thereof set forth in this Appendix, and as further described in ATS's most recently completed SOC 2/SSAE 18 audit report (or any successor report of a similar nature that is generally accepted in the industry and utilized by ATS). Upon Client's request, ATS will provide Client with a copy of the audit results set forth in ATS's SOC 2/SSAE 18 audit report. Client may provide input to the controls, which ATS and its auditor will reasonably consider to include in subsequent audits. 8. Data Breach and Incident response. ATS further agrees that it will monitor and test its Data Safeguards from time to time, and further agrees to adjust its Data Safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. ATS will maintain an incident response plan, outlining the following steps: (i) Customer Notifications, (ii) Investigation, (iii) Containment and Remediation, (iv) Incident Record keeping. If ATS suspects or becomes aware of any unauthorized access to any Client Data by any unauthorized person or third party, or becomes aware of any other security breach relating to Client Data (a "Data Breach''), ATS shall notify Client in writing within 24 hours of reasonable certainty of such Data Breach, and shall fully cooperate with Client to prevent or stop such Data Breach. In the event of such Data Breach, ATS and Client shall each fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach. ATS will defend, indemnify and hold Client, its affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all third-party claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third-party claim arising from a Data Breach, except to the extent resulting from the sole negligent or wilful acts or omissions of Client. Indemnification fee payments from ATS to City are limited to ATS' applicable insurance policy coverage required by this Agreement. 9. General Security Procedures. (a) ATS will be responsible for establishing and maintaining an information security program that is designed to: (a) ensure the security and confidentiality of Client Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Client Data; (c) protect against unauthorized access to or use of the Client Data; (d) ensure the proper disposal of Client Data; and (e) ensure that all subcontractors of ATS, if any, comply with all of the foregoing. ATS will designate an individual (Data Privacy Officer) to be responsible for the information security program. Such individual will respond to Client inquiries regarding computer security and to be responsible for notifying Client-designated contact(s) if a breach or an incident occurs, as further described herein. The information security program will be audited annually as detailed in ATS's SSAE 18 and/or SOC 2 audit reports, which will be made available to Client upon request. (b) ATS must conduct formal security awareness training, with a testing component, for all personnel and contractors that have access to the Client Data as soon as reasonably practicable after the time of 1~;9~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 hiring or prior to being appointed to work on Client Data and annually recertified thereafter. Documentation of Security Awareness Training must be retained by ATS, confirming that this training and subsequent annual recertification process have been completed, and available, as part of the SSAE 18 report. (c) Client Data hosted, stored, or held by ATS on the TimeCom Middleware, must be encrypted with appropriate, industry-standard encryption technology. ATS will not transmit any unencrypted Client Data over the internet or a wireless network. 10. Client Data Handling. ATS does not store Client Data on ATS owned equipment. In the unlikely event that Client Data, stored on a media owned by ATS, that needs to be retired or taken out of service, then, all such electronic storage media containing Client Data must be wiped or degaussed for physical destruction or disposal, in a manner meeting forensic industry standards such as the NIST SPS00-88 Guidelines for Media Sanitization. ATS must maintain documented evidence of data erasure and destruction. This evidence must be available for review at the request of Client. 11. Physical Security. All backup and archival media containing Client Data must be contained in secure, environmentally-controlled storage areas owned, operated, or contracted for by ATS and all backup and archival media containing Client Data must be encrypted with appropriate, industry-standard encryption technology. 12. Penetration Testing. During the term of any agreement between Client and ATS, ATS will, at least one time per year, perform penetration and vulnerability testing (''Penetration Tests'') with respect to the Middleware used to provide the Service. The objective of such Penetration Tests is to identify design and/or functionality issues in infrastructure of the Middleware that could expose Client Data and its computer and network equipment and systems to risks from malicious activities. Penetration Tests will probe for weaknesses in network perimeters or other infrastructure elements as well as weaknesses in process or technical countermeasures relating to the Middleware that could be exploited by a malicious party. Penetration Tests will identify, at a minimum, the top 10 OWASP vulnerabilities. Within a reasonable period after the annual Penetration Test has been performed, ATS shall promptly and fully remediate any critical and high-level security issues that have been identified during such Penetration Test. To the extent that critical, high level security issues were revealed during a particular Penetration Test, ATS will subsequently perform an additional Penetration Test within a reasonable period thereafter to ensure continued resolution of identified security issues. Results of these tests will be made available to Client upon request. 13. Data Sub Processor. Client hereby agrees that ATS can use Amazon Web Services (AWS) as data sub processor. ATS will provide Client with a written notification, at least three (3) months in advance if ATS changes sub processor, upon which Client has the right to object in writing to such change, and should ATS decide to make the change despite such written objections, then Client has to the right to terminate the agreement. 14. Ongoing Obligation. At all times while Client Data is in the care, custody or control of ATS or third parties to whom ATS has made available Client Data, ATS agrees to comply with all of the provisions of this Addendum and shall ensure that Client Data is used and disclosed only in furtherance of the purposes of the Agreement. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT E: CALIFORNIA PRIVACY RIGHTS ACT ADDENDUM Accu-Time Systems, Inc. California Privacy Rights Act Addendum This California Privacy Rights Act Addendum (this "Addendum"), dated as of the date last signed below, is incorporated into and forms a part of the services agreement(s) (individually and collectively the "Agreement") entered into by and between the entity identified in the signature block below ("Customer") and Accu-Time Systems, Inc. ("Service Provider") (hereinafter, Customer and Service Provider are, at times, jointly referred to as the "Parties"). This Addendum sets forth terms and conditions relating to the Parties' compliance with the California Privacy Rights Act, codified at Cal. Civil Code § 1798.100 et seq., and implementing regulations, as may be amended from time to time ( collectively, the "CPRA"). In the event of a conflict between this Addendum and the Agreement, this Addendum will control as necessary to comply with the CPRA. Capitalized terms used, but not defined, in this Addendum shall have the same meaning given in the CPRA, except as otherwise indicated. The Parties agree as follows: 1. Purposes of Disclosure of Personal Information. Customer shall disclose Personal Information to Service Provider solely for the purpose of Service Provider providing the "Services" as that term is defined in the Agreement, including making the TimeCom System available to the Customer and providing the Customer with certain implementation, hosting, support, and maintenance services. 2. Service Provider Prohibitions. For avoidance of doubt, Service Provider is a "service provider" and not a "third party" as described in the CPRA. Service Provider shall not do any of the following: a. sell or share the Personal Information it receives from, or on behalf of, Customer, except as otherwise set forth herein or as permitted by CPRA; b. retain, use, or disclose the Personal Information received from, or on behalf of, Customer for any purpose other than the following: (i) the business purposes specified in the Agreement, including in the servicing of a different business, unless expressly permitted by the CPRA; (ii) to retain and employ another Service Provider or Contractor as a subcontractor, where the subcontractor meets the requirements for a Service Provider or Contractor under the CPRA; (iii) for internal use by Service Provider to build or improve the quality of the services it is providing to Customer, even if this Business Purpose is not specified in the Agreement, provided that Service Provider does not use the Personal Information to perform services on behalf of another person; (iv) to prevent, detect, or investigate data security incidents and protect against malicious, deceptive, fraudulent, or illegal activity, even if this Business Purpose is not specified in the Agreement; and (v) the purposes enumerated in Civil Code section 1798.145, subdivisions (a)(l) through (a)(7). c. retain, use, or disclose the Personal Information for a Commercial Purpose, other than the Business Purpose(s) specified in the Agreement, or as otherwise permitted by the CPRA; d. retain, use, or disclose the Personal Information outside of the direct business relationship between Service Provider and Customer, unless expressly permitted by the CPRA; or e. combine the Personal Information that Service Provider receives from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the Consumer, provided that Service 1~~9~M . .r e Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 Provider may combine Personal Information to perform any Business Purpose as defined in the CPRA. 3. Obligations of Service Provider. Service Provider shall do all of the following: a. comply with all applicable obligations under the CPRA and provide the same level of privacy protection as is required by businesses subject to the CPRA to the Personal Information it maintains, including cooperating with Customer in responding to and complying with Consumers' requests made pursuant to the CPRA and implementing reasonable security procedures and practices appropriate to the nature of the Personal Information received from, or on behalf of, Customer to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure; b. provide assistance to Customer in responding to a verifiable consumer request and fulfill obligations as necessary to effectuate any approved consumer request; c. notify Customer no later than five (5) business days after Service Provider makes a determination that it can no longer meet its obligations under the CPRA; and d. when engaging another Service Provider or Contractor as a subcontractor to assist it in processing Personal Information for a Business Purpose on behalf of Customer, notify Customer of the engagement and enter into an agreement with the subcontractor that requires compliance with the applicable provisions of the CPRA. 4. Obligations of Customer. Customer shall do all of the following:_ a. provide to Consumers all notices and privacy policies required by CPRA and ensure that such notices and privacy policies permit the performance of the Services and Customer's disclosure of Personal Information to Service Provider; and b. inform the Service Provider of any consumer request made pursuant to the CPRA that the Service Provider must comply with, and provide to the Service Provider the information necessary for the Service Provider to comply with the request 5. Rights of Customer. Customer shall have the right to do the following: a. take reasonable and appropriate steps to help ensure that Service Provider uses the Personal Information that it received from, or on behalf of, Customer in a manner consistent with Customer's obligations under the CPRA and this Addendum; and b. take reasonable and appropriate steps, upon notice, to stop and remediate Service Provider's unauthorized use of Personal Information. Service Provider certifies that it understands its obligations under the CPRA and will comply with them. Notwithstanding anything in the Agreement or other document, the Parties acknowledge and agree that Customer's provision of access to Personal Information is not part of and is explicitly excluded from the exchange of consideration, or any other thing of value, between the Parties. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 EXHIBIT F: CLIENT'S INFORMATION TECHNOLOGY ADDENDUM TO ATS'S AGREEMENT FORM Client and ATS are using the standard form agreement and addendums provided by ATS. Nevertheless, the parties agree that this addendum is a part of the form agreement and addendums ("Agreement"), and amends and modifies the Agreement as provided below: 1. Payment. Notwithstanding anything in the Agreement to which this addendum is attached, the payments to be made by Client for all goods, services and other deliverables under this Agreement shall not exceed $169,379.05, except as reflected in subsequent written amendments to the Agreement. 2. Independent Contractor. In its performance under this Agreement, ATS and the agents and employees of ATS act and will act in an independent capacity and not as an agent or employee of Client. 3. Inapplicable Terms. Because the Client cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, ATS agrees that no provision described below which appears in the Agreement shall be of any force and effect against Client: a. Requiring Client to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the ATS' online forms or agreements, shall prevail over the terms of this addendum in the event of conflict. d. Requiring Client to indemnify, defend, or hold ATS harmless against claims of any kind or nature e. Requiring the application oflaws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring Client to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if Client has been advised of the possibility of such damages. g. Requiring Client to pay any type of contract termination fee, except as set forth in Section 4.2(b). h. Limiting the liability of ATS for actual damage to Client property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by ATS or deeming Client to agree to a modification by means other than affirmatively signing a modification to the Agreement. k Requiring Client to engage in binding arbitration. l. Obligating Client to pay court costs, costs of collection, or attorneys' fees. m. Requiring Client to withhold information from the public contrary to the requirements of the California Public Records Act (California Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 seq.). n. Requiring Client to provide notice prior to disclosure of government records subject to California Public Records Act (California Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure§ 2016.010 et seq.). o. Imposing interest on late payments or requiring interest to be paid on disputed amounts. p. Limiting Client's ability to terminate the Agreement by providing thirty (30) days written notice to Contractor. 4. Technology Terms and Conditions. In addition, the Agreement is amended to include the following Information Technology Terms and Conditions: a. Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for the provision of Public Cloud Services where Client's sensitive data may be exchanged, ATS shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. b. Data Location and Ownership. ATS shall provide its services to Client and its end users solely from data centers in the continental United States. Storage of Client Data at rest shall be located solely in data centers in the United States. ATS will notify Client of any plans to relocate its hosted services to another data center. ATS shall not allow personnel or subcontractors to store Client Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. ATS shall permit its personnel and subcontractors to access Client Data remotely only as required to provide technical user support or other customer support. Client will own all right, title and interest in Client Data that is related to the services provided by this Agreement. c. Data Protection. ATS shall ensure there is no inappropriate or unauthorized use of Client Data at any time. To this end, Client shall safeguard the confidentiality, integrity, and availability of Client Data within its control using security technologies and techniques in accordance with standard industry practices for such data. In no event may ATS' action or inaction result in any situation that is less secure than the security ATS provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a breach of Client Data within the possession or control of ATS. ATS shall: (1) promptly notify Client within 48 hours or sooner by telephone at 442.339.5052, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with Client as reasonably requested by Client to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to Client Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, ATS shall conduct criminal background checks and not utilize any staff to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. ATS shall promote and Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 maintain an awareness of importance of securing the Client's information among ATS' employee and agents. f. Information Technology Access. To the extent applicable to ATS-hosted components, all electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, ATS assures Client that ATS complies with the American with Disabilities Act of 1990 ( 42 US.C. 12101 et seq.), including the Department of Justice's final rule revising the regulation implementing title II of the Americans with Disabilities Act to establish specific requirements, including the adoption of specific technical standards, for making accessible the services, programs, and activities offered by State and local government entities to the public through the web and mobile applications ("apps") which becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code Section 740S(b), the ATS shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of ATS. g. Patent, Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, ATS will indemnify, defend, and hold harmless Client, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs (including without limitation reasonable attorneys' fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by the TimeCom System and Services provided by ATS under this Agreement, when used in accordance with this Agreement. With respect to claims arising from Third-Party Software or other third-party products provided by ATS,, ATS will pass through to Client such indemnity rights as it receives from such third party and will reasonably cooperate in its enforcement. The foregoing obligations shall not apply to the extent the alleged infringement arises from (a) modifications not made by or on behalf of ATS; (b) combination of the TimeCom System or Services with products, services, data or processes not supplied or approved in writing by ATS, where the alleged infringement would not have occurred but for such combination; (c) use of the TimeCom System or Services in a manner not permitted under this Agreement; or ( d) Client Data. If the TimeCom System or Services become, or in ATS's reasonable opinion are likely to become, the subject of a claim of infringement of a U.S. Intellectual Property Right, ATS may, at its sole option and expense: (i) procure for Client the right to use and access the infringing or potentially infringing item( s) of the service or product ("Infringing Item") free of any liability for infringement; or (ii) replace or modify the Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of the replaced system; or (iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the Infringing Item and refund a prorated amount of any amount already paid. However, in the event ATS exercises option (iii), ATS shall provide Client with ninety (90) days of use and access to the Infringing Item prior to termination. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Attachment 1 THIS SECTION STATES ATS'S SOLE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING UNDER THIS AGREEMENT. ATS's obligations under this Section are subject to the limitations of liability set forth in Section 9 of the Agreement. h. Warranty. ATS warrants that the TimeCom System and Services provided by ATS under this Agreement (1) will substantially conform to the requirements of the Agreement and the applicable documentation; (2) will be free of material defects and that Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards; (3) will be free, at the time of delivery, of any Malicious Code introduced by ATS into the Time Com System; ( 4) are subject to the intellectual property indemnification provisions set forth in Section 8 of the Agreement; and (5) if software, will perform in accordance with the software license and accompanying manuals and other printed documents. To the extent permitted by applicable third-party agreements, ATS shall pass through to Client any assignable third-party warranties and shall reasonably cooperate with Client in enforcing such warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND SECTION 6 OF THE AGREEMENT, THE WARRANTIES SET FORTH HEREIN ARE SUBJECT TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 7 AND 9 OF THE AGREEMENT. i. Cyber Liability Insurance. During the Term and for any applicable statutory period thereafter, ATS will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Client's Limitation on Liability. Client's liability for damages to ATS for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by Client to ATS for the twenty- four (24) month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. Rev July 2025 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 AC O RD Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 05/06/2026 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 ~2~1~CT WTW Certificate Center Willis Towers Watson Northeast, Inc. ritJgN:o Extl: l-877-945-7378 I FAX 1-888-467-2378 c/o 26 Century Blvd IA/C Nol: P.O. Box 305191 ftDAJ~ss: certificates@wtwco.com Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Tokio Marine America Insurance Company 10945 INSURED INSURER B : Trans Pacific Insurance Company 41238 Accu-Time Systems, Inc. 20-8 International Drive INSURER C : Arch Specialty Insurance Company 21199 Windsor, CT 06095 INSURERD: INSURERE: INSURERF : COVERAGES CERTIFICATE NUMBER: W45928208 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. LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR ADDL SUBR ,~~hl%~ ,~~:-Ji>~ LTR TYPE OF INSURANCE ,.,.,n wvn POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f--D CLAIMS-MADE [X] OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence I $ 1,000,000 A MED EXP (Any one person) $ 10,000 f--y y CPP 6404150 -15 09/01/2025 09/01/2026 PERSONAL & ADV INJURY $ 1,000,000 f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 Fl [X] PRO-[X] LOG PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: Policy Aggregate $ 5,000,000 AUTOMOBILE LIABILITY fi:~~~~~~tf lNGLE LIMIT $ 1 ,000,000 f-- X ANY AUTO BODILY INJURY (Per person) $ A f--OWNED ~ SCHEDULED y CA6404084-15 09/01/2025 09/01/2026 BODILY INJURY (Per accident) $ f--AUTOS ONLY f--AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ f--f-- $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION X I ~ffruTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A WC6409827-08 09/01/2025 09/01/2026 (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ 1,000,000 If yes. describe under E.L. DISEASE • POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C Cyber Tech E&O NPL0067462-04 11/12/2025 11/12/2026 Occurrence $1,000,000 Aggregate $2,000,000 Retention $500,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is included as an Additional Insured as respects to General Liability and Auto Liability. General Liability policy shall be Primary to any other insurance in force for or which may be purchased by Additional Insured. Waiver of Subrogation applies in favor of Certificate Holder with respects to General Liability. General Liability includes coverage for ongoing and completed operations. 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. CITY OF CARLSBAD AUTHORIZED REPRESENTATIVE Attn: MARIE ASHE-NUTTER ~, 1635 FARADAY AVE p~()...3'~ CARLSBAD, CA 92008 © 1988-2025 ACORD CORPORATION. All rights reserved. ACORD 25 (2025/12) The ACORD name and logo are registered marks of ACORD SR ID: 29896333 BATCH: 4436999 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 POLICY NUMBER: CPP6404150-15 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations CLIENTS TO WHOM A NAMED INSURED PROVIDES INSTALLATION, SERVICING OR REPAIRS IN THE SERVICES "COVERAGE UNDER A WRITTEN SALES OR SERVICE CONTRACT. TERRITORY". Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 15 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 Insured Copy Docusign Envelope ID: E 1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Policy # CPP 6404150-15 COMMERCIAL GENERAL LIABILITY CG 20010413 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance qvaJlable to the additional insured. • • This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG20010413 © Insurance Services Office, Inc., 2012 Insured Copy Page 1 of 1 Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 POLICY NUMBER: CPP 6404150-15 COMMERCIAL GENERAL LIABILITY CG24040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION IF YOU ARE REQUIRED TO DO SO UNDER A WRITTEN CONTRACT, AGREEMENT OR PERMIT PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE CONTRACT, AGREEMENT OR PERMIT. Information required to complete this Schedule if not shownabove will be Shown in fhe Declarations. The following is added to Paragraph 8. Trarisfei" Of Rights Of Recovery Against Others To Us .. of.Section IV-Conditions: • Wewaive any right of recovery we n:iay have against <the person or organization sliown m the,$cpedule above because of payments we make for mJury or damage arising out of your ongoing operations dr "your work" done under a contract with that person or organization and included in the "products- cornpleted operations hazard". This waiver applies only to the person or organization shown in .the Schedule above. CG 240405 09 © Insurance Services Office, Inc., 2008 Insured Copy Pagel of 1 □ ·r• Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Commercial Automobile This endorsement changes policy CA 6404084-15 to which it is attached and is effective 9/1/2025 at 12:01 am. standard time at the Insured's mailing address. Issued to: AMANO USA HOLDINGS, INC. Issued by: Tokio Marine .America Insurance Company Producer: WILLIS OF NEW JERSEY INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO -EXTENDED COVERAGE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the coverage form apply unless modified by the endorsement. l UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Condition 2. Concealment, Misrepresentation Or Fraud of B. General Conditions (SECTION N -BUSINESS AUTO CONDITIONS): However, coverage provided by this policy will not be adversely affected by any inadvertent error or omission made by you in describing hazards for the purpose of obtaining this insurance. 2 KNOWLEDGE OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to Condition 2. Duties In The Event Of Accident, Claim, Suit or Loss of A. Loss Conditions (SECTION TV -BUSINESS AUTO CONDITIONS): You.wall not be considered to have knowledge of an "accident", claim, "suit" or "loss" until such time as; a An executive officer or owner, (if you are a corporation); b Any partner or member (if you are a partnership or joint venture); c Your managers (if you are a limited liability company); or d You (if you are an individual) has been notified of, or is aware of, an "accident", claim, "suit" or "loss". CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 1 of 7 Includes copyrighted material from ISO Properties, Inc., with its permission. Producer Copy ! . ; ,, I ; Docusign Envelope ID: E 1BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Commercial Automobile You will also not be required to send us notice of such ''accident" or "loss" until the individuals noted above have knowledge of the "accident" or "loss"_ If you notify your Workers Compensation carrier of an "accident", claim, "suit" or "loss" which appears to be a compensation claim but which subsequently develops into an "accident" or "loss" which is covered by this insurance, you must see to it that we are notified of the "accident" or "loss" only when it becomes evident that the claim is covered by this insurance. 3. BROAD FORM NAMED INSURED COVERAGE The following is added to paragraph 1. Who Is An Insured of A. Coverage (SECTION II - LIABILITY COVERAGE): Any organization and subsidiary thereof which is a legal entity of which you own or maintain a financial interest of more than 50% of the stock will qualify as a Named Insured. However, this insurance does not apply to: (1) "Bodily injury" or "property damage" with respect to which an "insured" uuder this Coverage Part is also an "insured" under another policy, or would be an "insured" under such policy but for its termination or the exhaustion of its limits of insurance; or (2) "Bodily injury" or "property damage" that occurred before you acquired or formed the organization. 4. EMPLOYEES AS INSURED The following is added to the SECTION II -LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you -don't own, hire or borrow in your business or your personal affairs. 5. NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following is added to SECTION II -LIABILITY COVERAGE, Paragraph A.1. Who ls An Insured Provision: Any organization, other than a partnership or joint venture, you newly acquire or form during the policy period and whlch you own or maintain a :financial interest of more than 50% of the voting stock will qualify as a Named Insured. However, this insurance does not apply to: (1) "Bodily injury" or "property damage" with respect to which an "insured" under this Coverage Part is also an "insured" under another policy, or would be an "insured" under such policy but for its termination or the exhaustion of its limits of insurance; or (2) "Bodily injury" or "property damage" that occurred before you acquired or formed the organization. CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 2 of7 Includes copyrighted material from ISO Properties, Inc., with its pennissjon. Producer Copy Docusign Envelope ID: E1BFCA1E-9397-41C9-8113-84B77DE92AB2 Commercial Automobile 6. INCREASED LTh'.IITS FOR BAIL BONDS AND REASONABLE EXPENSES Paragraphs a.(2) and a.(4) of 2. Coverage Extensions (SECTION II -LIABILITY COVERAGE) are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 7. LIMITED FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion contained in SECTION II -LIABILITY COVERAGE does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. 8. HIRED AUTO PHYSICAL DAMAGE COVERAGE If you carry physical damage coverage ·under this policy, "autos" you lease, hire, rent or borrow will be covered "autos" with respect to SECTION III -PHYSICAL DAMAGE COVERAGE. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 1. The most we will pay for ''loss" in any one "accident" is the lesser of: a. $50,000; b. The actual cash value of the damaged or stolen property as of the time of the "loss"; or c. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. 2. Our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by an amount that is equal to the amount of the largest deductible shown for any owned "auto" for that coverage. Any Comprehensive or Specified Causes of Loss Deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. 3. With respect to the coverage provided by this Hired Auto Physical Damage Coverage, this insurance is primary for any covered "auto" you hire without a driver and excess over any other collectible insurance for any covered "auto" that you hire with a driver. The following is added to 7. Policy Period, Coverage Territory of B. General Conditions (SECTION IV -BUSINESS AUTO CONDITIONS): f. The Hired Auto Physical Damage Coverage provided by this extension applies anywhere in the world for an "auto" you hire for 30 consecutive days or less. CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 3 of7 Includes copyrighted material from ISO Properties, Inc., with its pennission. Producer Copy i : Docusign Envelope ID: E1BFCA1E-9397-41C9-8113-84B77DE92AB2 Commercial Automobile 9. BROAD FORM TRANSPORTATION EXPENSE COVERAGE If you carry physical damage coverage coverage under this policy Paragraph 4, Coverage Extension (SECTION III -PHYSICAL DAMAGE COVERAGE) is replaced by the following: 4. Coverage Extensions a. Transportation Expenses We will pay up to $75 per day to a maximum of $2,250 for temporary transportation expense incurred by you because of "loss" to a covered "auto". We will only pay . transportation expenses for those covered "autos" for which you carry physical damage coverage. We will pay for temporary transportation expenses incurred during the period beginning immediately after the "loss" and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. The most we will pay for any expenses for loss of use is $20 per day, to a maximum of $600. c. Removal and Replacement Expense If we pay a loss for transportation expenses or loss of use expenses we will also pay up to $300 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". 10. CUSTOMIZED FURNISHINGS COVERAGE The following is added to A. Coverage (SECTION III -. PHYSICAL DAMAGE COVERAGE): 5. Customized Furnishings. If you carry physical damage coverage under this policy, we will pay with respect to a covered "auto" for "loss" to custom furnishings including, but not limited to: a. Special carpeting and insulat1on; b. Height-extended roofs; c. Custom murals, paintings or other decals and graphics. The most we will pay for all "loss" to custom furnishings is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c. $1,000. The coverage provided by this extension does not apply to electronic equipment. CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 4 of 7 Includes copyii.ghted material from 1SO Properties, Inc., with its permission. Producer Copy I ! Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Commercial Automobile 11. ELECTRONIC EQUIPMENT COVERAGE The following is added to A. Coverage (SECTION III -PHYSICAL DAMAGE COVERAGE): 6. Electronic Equipment Coverage. If you carry physical damage coverage under this policy, we will pay with respect to a covered "auto" for "loss" to any electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system or in or upon the covered "auto". The most we will pay for all "loss" to audio, visual or data electronic equipment is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c. $500. The coverage provided under this Electronic Equipment Coverage Extension does not apply if there is other .insurance provided by this policy for such equipment. We will, however, _pay any deductible, up to a maximum of $500, that is applicable under the provisions of the other insurance. 12. AUTOMATIC ADDffIONAL INSUREDS The following is added to paragraph 1. Who Is An Insured of A. Coverage (SECTION II - LIABILITY COVERAGE): Any person or organization, :if you are required to do so under a written contract, agreement or permit, is an "insured". However, this insurance does not apply to: (1) Any written contract or agreement that was executed subsequent to the "bodily injury" or "property damage"; (2) Any permit that was issued subsequent to the "bodily injury" or "property damage"; or (3) ''Bodily injury" or "property damage" arising out of the sole negligence of the additional insured. Additional insured coverage provided by this insurance will not be broader than coverage required by the written contract, agreement or permit ". CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 5 of7 Includes copyrighted material from ISO Properties, Inc., with its permission. Producer Copy Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Commercial Automobile 13. MEXICO COVERAGE EXTENSION A. Coverage 1. Paragraph 7. Policy Period, Coverage Territory of the General Conditions is amended by the addition of the following: The coverage territory is extended to include Mexico but only for: a. "Accidents" or "losses" occurring within 25 miles of the United States border; and b. Trips into Mexico of 30 days or less. 2. The Other Insurance Condition in the Business Auto, Business is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. If you carry physical damage coverage under this policy, Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven, we will not pay more than the actual cash value of such "loss" at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any "insured" who is not a resident of the U rrited· States. WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY -NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR OUTSIDE OF 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 6 of 7 Includes copyrighted material from ISO Properties, Inc., with its permission. Producer Copy ! Docusign Envelope ID: E1 BFCA 1 E-9397-41 C9-8113-84B77DE92AB2 Commercial Automobile 14. EMPLOYEES AS INSUREDS DU RING TRANSIT STRIKE COVERAGE The following is added to the SECTION II -LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: h. Any "employee'' of yours is an "insured" while using an "auto" that is owned by that "employee" or a member of his or her household to transport fellow "employees" to or from their normal place of employment during a public transit strike. The transportation of the fellow employees must be in response to your request or at your direction. The coverage provided by this Extension: (1) Will apply only as excess insurance over any other valid and collectible insurance available to any "employee"; and (2) Will not extend to any mandatory Personal Injury Protection coverages afforded by this policy. 15. EARLIER NOTICE OF CANCELLATION PROVIDED BY US For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in either paragraph 2. of the CANCELLATION Common Policy Conditions or as amended by an applicable state cancellation endorsement, is increased to 90 days. CA9 04 004 03 05 Tokio Marine Management, Inc., 2005 Page 7 of7 Includes copyrighted material from ISO Properties, Inc., with its permission. Producer Copy