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HomeMy WebLinkAboutKAM Software Technologies DBA Crossroads Software Inc; 2026-05-28;Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F AGREEMENT FOR ADMINISTRATIVE CITATION SYSTEM LICENSING AND MAINTENANCE KAM SOFTWARE TECHONOLOGIES OBA CROSSROADS SOFTWARE INC THIS AGREEMENT ("Agreement") is made and entered into as of the 28th day of May 2026, by and between the City of Carlsbad, California, a municipal corporation ("City") and KAM Software Technologies DBA Crossroads Software Inc, a California Corporation, ("Contractor"). RECITALS A. City requires the services of a company that is experienced in citation tracking application and maintenance. B. Contractor has the necessary experience in providing services and advice related to citation tracking application and maintenance. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the Agreement term shall not exceed thirty-one thousand one hundred dollars ($31,100.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit "A" or agreed to in writing by the City Attorney Approved 10/23/2025 Page 1 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved 10/23/2025 Page 2 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F If Contractor's obligation to defend, indemnify, and/or hold harmless arises out of Contractor's performance as a "design professional" (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor's liability for such claim, including the cost to defend, shall not exceed Contractor's proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City's self-administered workers' compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than 11A-:Vll11 ; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. City Attorney Approved 10/23/2025 Page 3 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved 10/23/2025 Page 4 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Maria Callander Name Maddison Stephan Title IT Director Title Project Manager Dept Information Technology Address 6700 N Linder Rd STE 156 #351 CITY OF CARLSBAD MERIDIAN, ID 83646 Address 1635 Faraday Ave Phone (714) 990-6433 Carlsbad, CA 92008 Email mstephan@crossroadssoftware.com Phone 442.339.2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved 10/23/2025 Pages Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes □ No IZI If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced­ clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. City Attorney Approved 10/23/2025 Page 6 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten {10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty {30) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty {60) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. City Attorney Approved 10/23/2025 Page 1 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29. IT ADDENDUM The IT Addendum Exhibit "B" is hereby incorporated into the Agreement. City Attorney Approved 10/23/2025 Page a Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractorthis_2_8_th ____ day of_M_a_Y _______ ____J 2026. CONTRACTOR KAM Software Technologies DBA Crossroads Software Inc., a California Corporation By:~/~ (sign here) Mike Kalberg CEO (print name/title) By: Kdlt~ (sign here) Kelly Kalberg Administative Manager (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: IT Director ATTEST: SHERRY FREISINGER, City Clerk Morgen Fry, Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: -------------Senior Assistant City Attorney City Attorney Approved 10/23/2025 Page 9 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F "A" ESTIMATE KAM SoftwareTechnologies DBA Crossroads Software Inc. kkal berg@cross roads software.com + 1 {714) 990-6433 (;", CROSSROADS '6/' SOFTWARE 6700 N Linder Rd Ste156 PM B 351 Meridian, ID 83646-6608 Carlsbad (City) Bill to City of Carlsbad ATTN:Accounts Payable 1635 Faraday Ave. Carlsbad, CA 92008-7314 # 1. 2. 3. 4. 5. 6. 7. 8. Estimate details Estimate no.: 1084 Estimate date: 01/28/2026 Expiration date: 12/30/2026 Product or service Admin Citations Desktop Ad min App Admin Cite Interface Installation and Training Project Management and Training Maintenance and Support-Admin Cites Maintenance and Support-Admin Cites Agency Discount Note to customer Description Administrative Citation System (Site License) Desktop Ad min Application Interface with Ad min Citation Processor Vendor Installation and Training (One training session - using remote login) Project Management (dedicated PM) and Training (via on demand trainingvideos) Annual support and maintenance for Administrative Citations Annual support and maintenance for Administrative Citations (years 2 to5) Agency Discount ( current dient) Ad min cites, added years 2 to5 maintenance per Dianne Evans. Accepted date Accepted by Qty Rate Amount 1 $14,900.00 $14,900.00 1 $3,900.00 $3,900.00 1 $3,900.00 $3,900.00 1 $600.00 $600.00 1 $300.00 $300.00 1 $2,500.00 $2,500.00 1 $10,000.00 $10,000.00 1 -$5,000.00 -$5,000.00 Total $31,100.00 Expiry date 12/30/2026 DoaJIVI EIMlape ID: 8Ml'l'll2F-8E1F.-180-6103-8170305388ZF Fiscal Summary Term Year Product or Service Amount Yearl Admin Citation $ 14,900.00 Desktop Adm in App 3,900.00 Admin Cite Interface 3,900.00 Installation and Traning 600.00 Proj ect Management Training 300.00 Maintenance and Support -Admin Cites 2,500.00 Agency Discount (5,000.00) Yearl Total 21,100.00 Year2 Maintenance and Support -Admin Cites 2,500.00 Year3 Maintenance and Support -Admin Cites 2,500.00 Year4 Maintenance and Support -Admin Cites 2,500.00 Years Maintenance and Support -Admin Cites 2,500.00 Agreement Total $ 31,100.00 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F Exhibit "B" IT ADDENDUM The parties agree that this addendum is a part of the form agreement ("Agreement"), and amends and modifies the Agreement as provided below: 1. Payment. Notwithstanding anything in the Contractor's form to which this Addendum is attached, the payments to be made by the City for all goods, services and other deliverables under this Agreement shall not exceed $31,100.00. 2. Independent Contractor. In its performance under this Agreement, the Contractor and the agents and employees of Contractor act and will act in an independent capacity and not as an agent or employee of the City. 3. Inapplicable Terms. Because the City cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, the Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against the City: a. Requiring the City to obtain or maintain any form of insurance. b. Renewing or extending the Agreement beyond its initial term or duration other than by mutual agreement of the parties. c. Requiring or stating that the terms of this Agreement, or the terms of the Contractor's online forms or agreements, shall prevail over the terms of this addendum in the event of conflict. d. Requiring the City to indemnify, defend, or hold the Contractor harmless against claims of any kind or nature. e. Requiring the application of laws other than California law in interpreting or enforcing the Agreement, including this addendum, or requiring or permitting litigation arising under the Agreement in the courts of any state other than California, nor any venue other than San Diego County. f. Requiring the City to pay liquidated damages, indirect, special, punitive, incidental or consequential damages, including without limitation lost profits, lost revenue, lost business opportunities, loss of data, interruption of business, regardless of the theory of liability, even if City has been advised of the possibility of such damages. g. Requiring the City to pay any type of contract termination fee. h. Limiting the liability of the Contractor for actual damage to City property or for personal injury. i. Disclaiming negligence in violation of public policy. j. Permitting unilateral modification of this Agreement by the Contractor or deeming the City to agree to a modification by means other than affirmatively City Attorney Approved 2/12/2026 Page 1 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F Exhibit "B" signing a modification to the Agreement. k. Requiring the City to engage in binding arbitration. I. Obligating the City to pay court costs, costs of collection, or attorneys' fees. m. Requiring the City to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). n. Requiring City to provide notice prior to disclosure of government records subject to California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). o. Imposing interest on late payments or requiring interest to be paid on disputed amounts. p. Limiting the City'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 hereby 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 City's sensitive data may be exchanged, Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates during the term of the Agreement. b. Data Location and Ownership. The Contractor shall provide its services to the City and its end users solely from data centers in the continental United States. Storage of City Data at rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted services to another data center. Contractor shall not allow personnel or subcontractors to store City Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data remotely only as required to provide technical user support or other customer support. The City will own all right, title and interest in City Data that is related to the services provided by this Agreement. c. Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of City Data within its control using security technologies and techniques in accordance with City Attorney Approved 2/12/2026 Page 2 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F Exhibit "B" standard industry practices for such data. In no event may Contractor's action or inaction result in any situation that is less secure than the security Contractor provides for its own systems and data. d. Data Breach Responsibilities. This section only applies when there is a breach of City Data within the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial measures; and (5) document responsive actions taken related to the data breach. e. Background Checks. As permitted or required by law, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance of securing the City's information among the Contractor's employee and agents. f. Information Technology Access. All electronic and information technology procured through this Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http:ljwww.section508.gov. Further, the Contractor assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice'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 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor. g. Patent. Copyright and Trade Secret Indemnity. To the fullest extent permitted by law, Contractor will indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees, and volunteers from any and all third-party claims, costs (including without limitation reasonable City Attorney Approved 2/12/2026 Page 3 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F Exhibit "B" attorneys' fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided by this Agreement. With respect to claims arising from software manufactured by a third party and sold by Contractor as reseller, Contractor will pass through to the City such indemnity rights as it receives from such third party and will cooperate in its enforcement. i. Aside from Contractor's indemnification obligation, should the product or services or any part thereof become, or in Contractor's reasonable opinion be likely to become, the subject of a claim for infringement of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of 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 Contractor exercises option (iii), Contractor shall provide Customer with ninety (90) days of use and access to the Infringing Item prior to termination. h. Warranty. Contractor warrants that the appliable product and services (1) will substantially conform to the requirements of the Agreement; (2) will be free of material defects and will be performed with professional care and skill; (3) will be free, at the time of delivery, of harmful code (e.g., computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or software; (4) will not infringe or violate any U.S. Intellectual Property Right; and (5) if software, perform in accordance with the software license and accompanying manuals and other printed documents. Further, to the extent Contractor is legally able to do so, Contractor warrants it will pass through any applicable third-party warranties to the City and will reasonably cooperate in enforcing them. i. Cyber Liability Insurance. At all times during the performance of work under this Agreement and for sixty (60) months following the date of Agreement termination, the Contractor will carry and maintain, at its own expense, Cyber Liability insurance with limits of not less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. 5. Citys Limitation on Liability. The City's liability for damages to Contractor for any cause whatsoever arising out of or relating to this Agreement, and regardless of the theory of liability shall be limited to the total fees paid or payable by City to City Attorney Approved 2/12/2026 Page4 Docusign Envelope ID: 8A4FFB2F-9E6F-819C-8103-61703D53862F Exhibit "B" Contractor for the twelve-month period immediately preceding the date the cause of action arose. The existence of more than one claim shall not expand such limit. This limitation will apply notwithstanding any failure of any essential purpose of any limited remedy. City Attorney Approved 2/12/2026 Page 5 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/28/2026 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 be endorsed. If SUBROGATIONIS 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 PAYCHEX INSURANCE AGENCY INC 01311767 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED KAM Software Technologies 6700 N LINDER RD STE 156 PMB 351 MERIDIAN ID 83646-6608 INSURER A : THE HARTFORD 19682 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: LOC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A 01TE0767988 05/01/2026 05/01/2027 Each Wrongful Act Aggregate Limit $1,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD _............--db I ACC>RC> ~ ~ - - I ,__ □ □ ,__ Fl □ □ ,__ ~ ~ ,__ t--- ,__ t--- ~ 7 I I I I I [ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/28/2026 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 be endorsed. If SUBROGATIONIS 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 PAYCHEX INSURANCE AGENCY INC 01311767 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED KAM Software Technologies 6700 N LINDER RD STE 156 PMB 351 MERIDIAN ID 83646-6608 INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: LOC OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD _............--db I ACC>RC> ~ ~ - - I ~ □ □ ,__ Fl □ □ ,__ ,__ ~ ~ ,___ ~ - ,__ 7 I I I I I [ ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE AGENCY PAYCHEX INSURANCE AGENCY INC NAMED INSURED KAM SOFTWARE TECHNOLOGIES 6700 N LINDER RD STE 156 PMB 351 MERIDIAN ID 83646-6608 POLICY NUMBER SEE ACORD 25 CARRIER NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:FORM TITLE: WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 May 28, 2026 CIty of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 Account Information: Policy Holder Details :KAM Software Technologies Contact Us Need Help? Chat online or call us at (866) 467-8730. We're here Monday - Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. THEl HARTFORD D CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/28/2026 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 be endorsed. If SUBROGATIONIS 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 PAYCHEX INSURANCE AGENCY INC 76210755 225 KENNETH DR STE 110 ROCHESTER NY 14623 CONTACT NAME: PHONE (A/C, No, Ext): (800) 472-0072 FAX (A/C, No): (585) 389-7894 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Underwriters Insurance Company 30104 INSURED KAM SOFTWARE TECHNOLOGIES 6700 N LINDER RD STE 156 PMB 351 MERIDIAN ID 83646-6608 INSURER B : Hartford Fire and Its P&C Affiliates 00914 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER A COMMERCIAL GENERAL LIABILITY X X 76 SBW BN1LAZ 01/06/2026 01/06/2027 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR $1,000,000 General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:$2,000,000 POLICY PRO- JECT LOC $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 76 WEG BN0YJY 01/06/2026 01/06/2027 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES(ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION CIty of Carlsbad 1635 FARADAY AVE CARLSBAD CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD ,__ □ □ ,__ Fl □ □ ,__ ~ ~ ~ - ,__ t--- -7 I I I I I [ ACORD 101 (2014/01)© 2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC# : ADDITIONAL REMARKS SCHEDULE AGENCY PAYCHEX INSURANCE AGENCY INC NAMED INSURED KAM SOFTWARE TECHNOLOGIES 6700 N LINDER RD STE 156 PMB 351 MERIDIAN ID 83646-6608 POLICY NUMBER SEE ACORD 25 CARRIER NAIC CODE EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER:FORM TITLE: