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Wonderware Inc dba CORE Business Technologies; 2026-06-04;
Terms and Conditions 1 corebt.com 866.567.CORE (2673) 950 Warren Avenue, Suite 400, East Providence, RI 02914 CORE Products and Services Terms and Conditions These Terms and Conditions (“Agreement”) is between Wonderware Inc. d/b/a/ CORE Business Technologies, a Rhode Island corporation (“CORE”) and the customer identified in the signature block to this Agreement (“Customer”). This Agreement will be effective upon the date of the last party’s signature (the “Effective Date”) and commencement of the Term set forth in Exhibit A will begin upon Customer’s use of any of the products and services set forth in Exhibit A. This Agreement shall include the following Exhibits and such Exhibits shall herein be incorporated in this Agreement by reference: Exhibit A – Products and Services Exhibit B – Minimum Hardware and Connectivity Requirements Exhibit C – Support, Escalation and SLA Policy Exhibit D – City of Carlsbad Insurance Requirements Exhibit E – City of Carlsbad IT Requirements Section 1: Definitions For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows: 1.1 “Confidential Information” Certain confidential and proprietary information, including without limitation, information relating to a party or its affiliates including, without limitation, information concerning operations, employees, products, clients, customers, unpublished and published “know how” and “trade secrets”, object code, written or electronic functional documentation for the software, the development and production and use of the Products and Services, and the design, configuration, programing and protocol of the Products and Services, and any non-public information a reasonable person would consider confidential, including but not limited to source code, pricing for the Products and Services, and trade secrets. 1.2 “CORE ASP” The PCI-DSS level-1 certified environment managed by CORE from where any of the Products and Services are hosted. 1.3 “Enhancements” Changes or additions, other than Error Corrections, to the Products and Services that add significant new functions or substantially improved performance thereto by changes in system design or coding. 1.4 “Error” A problem caused by incorrect operation of the computer code of the Products and Services or other issue that produces incorrect results or causes incorrect actions to occur. 1.5 “Error Correction” Either a software modification or addition that, when made or added to the Products and Services, establishes material conformity of the Products and Services, or a procedure or routine that, when observed in the regular operation of the Products and Services, eliminates the practical adverse effect on Customer of such non-conformity. 1.6 “Final Project Specification” The project functionality specification developed by CORE as a result of the design meetings in cooperation with the Customer that is agreed to in writing by the parties. 1.7 “Products and Services” The products and services specifically identified in Exhibit A herein including any object code, written and electronic documentation as well as related procedural code, Enhancements, Error Corrections, and Custom Modification. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 2 1.8 1.9 “Privacy Laws” All present and future laws and regulations relating to the privacy of individually identifiable medical, financial or other information including, the Health Insurance Portability and Accountability Act of 1996 and rules and regulations promulgated thereunder (HIPAA). 1.10 “Security Programs” The PCI-DSS, including the Cardholder Information Security Program (CISP) of Visa, the Site Data Protection Program (SDP) of Mastercard, the Data Security DISC Program and the PCI-DSS regulations of Discover Network, and the security programs of any other card brand or payment network, and any modifications to, or replacements of, such programs that may occur from time to time. 1.11 “Specifications” The functional performance parameters of the Programs and Services as developed by CORE. 1.12 “Term” Shall have the meaning set forth in Section 7.1 of this Agreement. 1.13 “Users” The designated Customer employee(s) including contracted staff for whom a unique identifier and password have been assigned by Customer to access and operate the Licensed Software. Section 2: Grant of License 2.1 Scope of License. Subject to compliance by Customer with the terms hereof, CORE hereby grants to Customer, unless terminated as provided herein, a personal, non-exclusive, non-transferable license (without the right of sublicense) to access and use the Products and Services specified in this Agreement in Exhibit A, for the sole and express purpose of supporting the internal business activities of Customer. 2.2 Minimum Hardware and Software Requirements and Connection. Customer acknowledges that in order for the Products and Services to be executed, Customer’s computers must meet or exceed the minimum published hardware, software (including third-party software) and communication requirements for the Products and Services as set forth in the CORE minimum hardware and software requirements document (the “Minimum Requirements”) set forth in Exhibit B. Customer agrees such requirements are subject to change, and that future versions of the Products and Services may have different hardware and software requirements than those presently in effect. The acquisition of necessary hardware and software meeting the requirements then in effect shall be the sole responsibility of Customer. Any hardware Customer purchases from CORE shall be subject to a separate hardware purchase agreement to be mutually agreed by the parties. 2.3 Custom Modifications. Customer acknowledges that the Products and Services do not include customization (“Custom Modifications”), such as software interfaces to Customer's host systems, check digit routines, interest computations, OCR edits, etc. Development by CORE of Custom Modifications during the Term is chargeable by CORE at the rates set forth in Exhibit A. 2.4 Availability of CORE Enhancements. CORE will incorporate periodic updates and upgrades into the Products and Services. CORE will schedule the implementation of major upgrades in cooperation with Customer. CORE will not be liable to Customer or to any third party for any modifications of the Products and Services. 2.5 Service Level Agreement. During the Agreement Term, CORE will provide Customer the level of support and service levels for the Products and Services specified the CORE Support and Escalation policy set forth in Exhibit C. 2.6 Permitted Uses. The rights granted under this Agreement permit Customer: (1) to have access to and to use the Products and Services during the Term; and (2) to install and use at Customer’s facilities such additional components of the Products and Services as CORE may supply for purposes of enabling Customer to access the Products and Services and to perform ancillary functions on-site, all as specified in the system specifications, guides and Final Project Specification. Customer and Customer’s authorized Users may use the Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 3 Products and Services only to access Customer’s Data for Customer’s internal information processing needs. Customer agrees to abide by all applicable laws and regulations in connection with its use of the Products and Services. Customer may not sublicense, resell, publish, transmit, broadcast or otherwise distribute all or any portion of the Products and Services to any person or entity, or uses it to process the data of a third party. Customer shall take reasonable measures to restrict access to the Products and Services to its authorized Users. Customer shall be responsible for ensuring that all Users having access to the Products and Services through Customer’s account will observe and perform all the terms and conditions of this Agreement. Customer agrees to immediately notify CORE in writing of any misuse, misappropriation or unauthorized disclosure of the Products and Services that may come to Customer’s attention. Section 3: Title to Product and Services Customer acknowledges that all right, title, and interest in and to the Products and Services (including but not limited to all Enhancements and Custom Modifications) is and shall remain at all times the sole and exclusive property of CORE. Customer acknowledges that no such rights, title, or interest in or to the Products and Services (including but not limited to all Enhancements and Custom Modifications) is granted under this Agreement, and no such assertion shall be made by Customer. The Products and Services are and shall remain the sole property of CORE, regardless of whether Customer, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid CORE for the use of the Products and Services (including any Enhancements or Custom Modifications). Customer is granted only a limited right of use of the Products and Services as set forth herein, which right of use is not coupled with an interest and is revocable by CORE in accordance with the terms of this Agreement. Section 4: Fees and Payments 4.1 Fees. Customer shall pay CORE the costs for the Products and Services set forth in Exhibit A (herein collectively the “Fees”). Payments are due within thirty (30) days of receiving an undisputed invoice. The Fees will be adjusted on each anniversary date of this Agreement to an amount calculated by multiplying the then current amount by the higher of 3% or the posted CPI for the previous year. Year 1 Year 2 Year 3 Enterprise Cashiering Subscription $35,000 $35,000 $35,000 ASP Hosting $40,000 $40,000 $40,000 Managed Services Gateway (up to 25k annual transactions) $3,750 $3,750 $3,750 P2PE Encryption Fees (8 terminals) $2,880 $2,880 $2,880 ACH/ICL Daily File Support $2,520 $2,520 $2,520 Total: 84,150 $84,150 $84,150 4.2 Expenses. Charges for meals and incidental expenses associated with the delivery of the Products and Services will be charged on a per diem basis. Meal per diem reimbursement shall be $45.00 per day and does not require original receipt. Other costs, including but not limited to air/train/taxi fare, charges for reasonable and normal travel time to and from Customer site, parking, freight costs, reproduction charges, peripheral Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 4 hardware shipping fees and incurred by CORE on account of this Agreement, shall be billed to Customer. CORE will not incur meal or travel expenses without prior written approval from Customer. 4.3 Taxes. The fees and charges specified in this Agreement are exclusive of any federal, state, or local excise, sales, use, and similar taxes assessed or imposed with respect to the service and support provided hereunder. Customer shall pay any such amounts upon request of CORE accompanied by evidence of imposition of such taxes or provide evidence of tax exemption status acceptable to the taxing authority. Section 5: Confidentiality and Data Security 5.1 Confidential Information. Customer and CORE acknowledge that in their performance of their duties under this Agreement, either party may communicate to the other Confidential Information. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the party disclosing Confidential Information (the “disclosing party”); (ii) becomes public knowledge or known to the party receiving the Confidential Information (the “receiving party”) after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this Section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations;(iv) is independently developed by the receiving party without reliance on the disclosing party’s Confidential Information; or (v) information 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.). As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall, during the Term and thereafter: (a) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (b) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (c) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the purpose of performing the receiving party’s obligations hereunder; (d) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (e) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. In the event receiving party is requested or becomes legally compelled to disclose any Confidential Information, receiving party will, to the extent legally permitted, provide disclosing party with prompt written notice prior to any disclosure so that disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section. For clarity, this Agreement, amendments, SOW, and any other exhibits or attachments are public records, and Customer will not provide written notice prior to disclosure. In the event that a protective order or other remedy is not obtained or disclosing party waives compliance with the provisions of this Section, receiving party will furnish only that portion of any Confidential Information which is legally required to be disclosed. 5.2 Security Programs Compliance and PCI-DSS Attestation. CORE and Customer will each comply with the applicable requirements of the Security Programs. Customer may review CORE’s current PCI-DSS compliance status on the payment network websites as available. CORE will undergo an annual assessment of its compliance with the Security Programs and, if applicable to the Products and Services provided under this Agreement, the Payment Application Data Security Standards. At Customer’s written request, CORE will provide Customer a written attestation of CORE’s compliance with the security requirements related to Customer Data (as defined below) promulgated by the Payment Card Industry Security Standards Council. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 5 5.3 Rights in Customer Data. As between the parties, Customer or its licensors retain all right, title and interest (including any and all intellectual property rights) in and to Customer’s data and information (“Customer Data”). Subject to the terms of this Agreement, Customer hereby grants to CORE a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and display Customer Data solely to the extent necessary to provide the Products and Services to Customer, or to prevent or address service or technical problems under this Agreement, or as may be required by law. Customer will be provided with a periodic backup of data in accordance with the schedule and methods delineated in the Specification. Upon termination of this Agreement for any cause or reason (including Customer’s breach), and upon payment from Customer for CORE’s then standard charges for time and materials, CORE will provide Customer in an XML formatted file of Customer’s Customer Data. 5.4 Secure Handling. Customer shall require that access to the Products and Services shall be maintained in a manner so as to reasonably preclude unauthorized persons from gaining access thereto, and Customer shall permit access only as necessary for either party’s use thereof in accordance with the terms of this Agreement. 5.5 Customer assurance with respect to reverse engineering. Customer is prohibited from taking any steps to reverse assemble, reverse compile or otherwise derive a source code version of the Products and Services. 5.6 Proprietary Legends. Customer shall not remove any proprietary or other legend or restrictive notice contained or included in the Products and Services or any material provided by CORE. 5.7 Customer assurance with respect to Users. Customer shall assure that all Users comply with the terms and conditions of this Agreement. Section 6: Limited Warranty, Limitation of Liability, and Indemnity 6.1 Limited Warranty. (a) CORE warrants that the Products and Services will perform substantially in accordance with the Specification during the Agreement Term. CORE further represents and warrants that (1) it has the right to grant the licenses and access granted to Customer under this Agreement for the Products and Services; (2) the Products and Services shall be free of any intentional virus, worm or malicious code designed to erase or otherwise harm Customer's hardware, Customer Data, or other programs; and (3) the services shall be performed in a professional and workmanlike manner, according to minimum industry standards, and performed by competent personnel. Except for 6.1(a)(2), CORE’s entire liability and Customer’s remedy for any breach of this warranty shall be for CORE, at CORE’s option, to repair the Products and Services within a reasonable time so that it complies with the warranty or provide notification to Customer of the inability to provide a repair. Upon such notification, Customer will notify CORE within 30 days that (x) Customer wishes to continue to use the affected module(s) or (y) Customer will discontinue use of the affected module(s) and in such event CORE will issue a pro-rata refund all subscription fees paid from the date of warranted issue report to the date of discontinuation. (b) The warranty will not apply to the if (i) Customer accesses or uses the Products and Services other than as specified under this Agreement and other related documentation; (ii) Customer combines or uses the Products and Services with any non-CORE Products and Services and/or equipment not inclusive of current or existing integrations; (iii) Customer fails or refuses to install, implement or use any update or correction for the Products and Services that is required by CORE free of cost; or (iv) Customer, directly or through a third party, modifies or alters the Products and Services that are not the responsibility of CORE. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CORE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES OR SUPPORT OF THE PRODUCTS AND SERVICES. CORE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CORE DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE ERROR-FREE, OR ALL DEFECTS WILL BE Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 6 CORRECTED. CORE ALSO DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL FUNCTION PROPERLY IN COMBINATION WITH EQUIPMENT OTHER THAN EQUIPMENT SOLD BY CORE TO CUSTOMER, THIRD-PARTY SOFTWARE MADE ACCESSIBLE TO CUSTOMER BY CORE, AND/OR IN ACCORDANCE WITH THE SYSTEM CONFIGURATION REQUIREMENTS. (d) The Products and Services are provided over the Internet. Customer recognizes that the Internet consists of multiple participating networks which are separately owned and therefore are not subject to the control of CORE. Customer also recognizes that CORE’s ability to provide the Products and Services depends on Internet services provided to CORE. Malfunction of or cessation of Internet services by Internet service providers or of any of the networks which form the Internet may make the Products and Services temporarily or permanently unavailable. WITHOUT LIMITING THE PROVISIONS OF THIS AGREEMENT, CUSTOMER AGREES THAT CORE SHALL NOT BE LIABLE FOR DAMAGES INCURRED WHEN INTERNET SERVICES ARE UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF INTERNET SERVICES BY, NETWORK(S) OR INTERNET SERVICE PROVIDERS, OR DUE TO ANY MISUSE, ACCIDENT OR ABUSE BY CUSTOMER OR ITS USER(S). (f) LIMITATION OF LIABILITY. THE OBLIGATIONS OF CORE AND THE RIGHTS AND REMEDIES OF CUSTOMER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF CORE. EXCEPT FOR CORE’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL CORE BE LIABLE HEREUNDER, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, IN AN AGGREGATE AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER IN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CORE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), EVEN IF CORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR CLARITY, IF A PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS IN RESPONSE TO CLAIMS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH. THE OBLIGATIONS OF CUSTOMER AND THE RIGHTS AND REMEDIES OF CORE SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE GIVEN IN SUBSTITUTION FOR ALL OTHER OBLIGATIONS AND LIABILITIES OF CUSTOMER. EXCEPT FOR CUSTOMER’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION UNDER SECTION 6.3, IN NO EVENT SHALL CUSTOMER BE LIABLE HEREUNDER, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, IN AN AGGREGATE AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER IN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUSTOMER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.2 Exclusive Remedy. As the exclusive remedy of Customer for any nonconformity or defect constituting an Error in the Products and Services for which CORE is responsible, CORE shall use commercially reasonable efforts to provide Error Corrections with respect to such Error. However, CORE shall not be obligated to correct, cure, or otherwise remedy any Error in the Products and Services resulting from any (1) modification of the Products and Services by Customer or any third party directed by Customer, or (2) failure of Customer to notify CORE of the existence and nature of such nonconformity or defect upon its discovery. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 7 6.3 Customer Indemnification. To the extent allowed under applicable law, Customer shall and does hereby agree to indemnify, defend, hold harmless, and save CORE, its affiliates, and their respective employees, officers, directors, and agents from liability against any third-party claim, demand, loss or action if Customer’s Data or Customer’s modification of the Products and Services infringes any third-party rights in the United States respecting copyright, trade secret, or patent. 6.4 CORE Indemnification. CORE shall and does hereby agree to indemnify, defend, hold harmless, and save Customer from liability against any third-party claim, demand, loss, or action alleging that the Products and Services, Error Corrections, or Enhancements by CORE infringe any third-party intellectual property rights in the United States resulting from Customer’s use of the Products and Services in compliance with this Agreement; however, CORE shall no obligation to indemnify Customer for any infringement claim to the extent such claim is based on (1) a modification to the Products and Services by any third party other than CORE or as authorized by CORE, if the alleged infringement relates to such modification; (2) Customer continuing the allegedly infringing activity after CORE has provided Customer with updates or modifications that would have avoided the alleged infringement; or (3) Customer’s use of the Products and Services other than in accordance with this Agreement. 6.5 Infringement Claims. If any part of the Products and Services or the use of the Products and Services becomes, or in CORE’s opinion is likely to become, the subject of a claim for infringement or other violation of a third party’s intellectual property rights (“Infringement Claim”), and as a result of such Infringement Claim, Customer’s use of the Products and Services may be enjoined or interfered with, then CORE will, at its option and expense, either, and in addition to defending Customer and paying the final amount of damages as provided for in this Section, (i) obtain a license for Company to continue using the alleged infringing components of the Products and Services; (ii) modify the alleged infringing components of the Products and Services to avoid the infringement in a manner that still permits the Products and Services to perform in all material respects in accordance with the Agreement; or (iii) replace the alleged infringing components of the Products and Services with compatible, functionally equivalent, and non-infringing components. CORE will use commercially reasonable efforts to accomplish the remedies identified in this section in a manner that minimizes the disruption to Customer’s business operations. If CORE is not able to accomplish the above remedies within a commercially reasonable time frame and on commercially reasonable terms, CORE may terminate the Agreement upon written notice to Customer. Upon such termination, CORE will promptly refund any Fees paid for Products and Services not performed as of the date of termination. Section 7: Term, Termination, and Cancellation 7.1 Term and Termination. (a) Term. This Agreement shall commence on the back date to end of last agreement and shall continue for so long as any Exhibit remains in effect (the “Term”). Upon all Exhibits terminating, this Agreement shall immediately terminate. Except as otherwise set forth in this Agreement, Fees paid to CORE shall not be refundable unless due to CORE’s breach of this Agreement. THIS AGREEMENT IS NON- CANCELLABLE EXCEPT AS PROVIDED HEREIN. Exhibit A shall commence on the Effective Date and shall continue for a minimum period of thirty-six (36) months. Thereafter, Exhibit A may be renewed for two (2) additional twelve (12) month periods with ninety (90) days’ notice. Renewals will be based upon a satisfactory review of CORE’s performance, customer needs, and appropriation of funds by the customer’s City Council. The parties will prepare a written amendment indicating the effective date and length of the renewal period. (b) Termination upon Breach. In the event either party gives written notice to the other that such other party has materially breached the terms of this Agreement, and such breach has not been cured within thirty (30) days of the giving of such notice, the party giving such notice shall have the right to terminate this Agreement at any time thereafter upon written notice of such termination to the other party with or without additional cause. Notwithstanding the foregoing, CORE may terminate this Agreement and the rights Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 8 granted hereunder if Customer fails to pay any amounts due under this Agreement that are not disputed by Customer in good faith within forty-five (45) days of receiving notice of non-payment. In such event, Customer must make all remaining payments due in the then applicable Agreement Term within thirty (30) days of termination and Customer shall immediately cease to use the Products and Services. If Customer terminates this Agreement due to CORE’s breach, CORE will refund prorated prepaid, unearned fees. (c) Availability of Funds. For each of Customer’s fiscal years during the Term of this Agreement Customer agrees to seek in good faith appropriations sufficient to cover Customer’s obligations under this Agreement. Customer reasonably believes, barring unforeseen circumstances or events, that sufficient funds will lawfully be appropriated by its governing body to satisfy its obligations under this Agreement. If Customer does not appropriate sufficient funds, by appropriation, appropriation limitation or grant, to continue payments under this Agreement, Customer may terminate this Agreement by giving CORE thirty (90) days’ prior written notice of such non-appropriation for the fiscal year. CORE is under no obligation to provide the Service if Customer lacks funds to pay for it. Notwithstanding 7.1(b), upon termination Customer will remit all amounts due and all costs reasonably incurred through the date of termination. (d) Termination for Bankruptcy. This Agreement may be terminated by a party due to assignment of the business of the other party for the benefit of creditors or upon filing of a petition into receivership, or a petition of bankruptcy (voluntary or involuntary) which has not been discharged within sixty (60) days. (e) Effect of Termination. Upon termination of this Agreement, neither party shall have any further obligation hereunder except for (i) obligations accruing prior to the date of termination, including Customer’s obligation to pay all Fees up to the date of termination of this Agreement, and (ii) obligations or covenants contained herein that are expressly intended to extend beyond the Term, including, without limitation, covenants relating to Confidentiality and Indemnification. 7.2 Actions Upon Termination. Upon termination of this Agreement for any reason, Customer shall immediately cease use of the Products and Services. Further, CORE will delete all Customer Data within thirty (30) days of termination of this Agreement for any reason and will provide Customer with written confirmation upon request. Section 8: Miscellaneous 8.1 Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all proposals, presentations, RFP’s, representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty, statement, or representation not contained herein. Any Exhibit signed by the parties and referring to this Agreement, and any Exhibit referred to herein or referring to this Agreement, shall be incorporated into this Agreement. In the event of a conflict between the documents comprising this Agreement or the provisions of any Exhibit the terms of such Exhibit shall take precedence over any other terms, but only as to products or services purchased and price. To the extent any Exhibit contains linked terms, the terms of this Agreement will prevail and control. 8.2 Audit Rights. If CORE reasonably suspects that it is subject to a financial risk due to Customer’s acts or omissions, Customer authorizes CORE and its agents to perform an audit or inspection of Customer’s records to confirm Customer’s compliance with this Agreement upon reasonable advance notice, during normal business hours, and at CORE’s expense (unless CORE reasonably determined based on such audit that Customer is not in compliance with this Agreement). Customer will maintain complete and accurate records of its performance under the Agreement. 8.3 No Assignment. Neither party shall not sell, transfer, assign or subcontract any right or obligation hereunder without prior written consent. Any act in derogation of the foregoing shall be null and void; provided, however, that any such assignment shall not relieve either party of its obligations under this Agreement. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 9 8.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the County of San Diego, State of California. 8.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. 8.6 Notice. Any notice required or permitted to be made or given by either party under this Agreement shall be made in writing and delivered by hand or by certified mail, postage prepaid, addressed as first set forth above or to such other address as a party shall designate by written notice given to other party. For City: For Contractor: IT Director CORE Business Technologies c/o Chris Lewis Information Technology Chief Operating Officer CITY OF CARLSBAD 444 N Orleans St Suite 400 Chicago, IL 60654 1635 Faraday Ave 403-619-5255 Carlsbad, CA 92008 442-339-2465 renewals@carlsbadca.gov clewis@corebt.com 8.7 Representations. Each party represents to the other party the following as of the Effective Date: (a) the party has the full power and authority to execute, deliver and perform this Agreement; (b) this Agreement is valid, binding and enforceable against the party in accordance with its terms and no provision requiring the party’s performance conflicts with the party’s obligations under any charter or any other agreement (of whatever form or subject) to which the party is a party or by which it is bound; (c) the party is duly organized, authorized and in good standing under the laws of the state of its organization and is duly authorized to do business in all other states in which the party’s business make such authorization necessary or required; (d) except as otherwise disclosed in writing by the party to the other party on or before the effectiveness of this Agreement, neither the party nor any principal has been subject to any (i) criminal conviction (excluding traffic misdemeanors or other petty offenses); (ii) bankruptcy filings; (iii) Internal Revenue Service liens; (iv) federal or state regulatory administrative or enforcement proceedings; or (v) restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices; and (e) the party is authorized and able to make all representations and warranties herein. 8.7 Modifications. Unless otherwise set forth in this Agreement, this Agreement may be modified only by an amendment signed by authorized personnel for CORE and Customer. 8.8 Force Majeure. Neither Party shall be liable for failure to perform occasioned by acts of God including, without limitation, fires, embargoes, war (or other outbreaks of hostility), and governmental acts and regulations. Either party may terminate this Agreement if performance cannot resume within a reasonable period. In the event of termination under this section, CORE will only be entitled to payment for services rendered up to the termination date, and if applicable, CORE will refund Customer prorated prepaid, unearned fees. 8.9 Compliance with Privacy Laws. Each party shall also be responsible for ensuring that performance of its obligations and exercise of its rights under this Agreement comply with all applicable Privacy Laws. If this Agreement or any practices which could be, or are, employed in performance of this Agreement are Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 10 inconsistent with or do not satisfy the requirements of any Privacy Laws, (i) the parties shall agree in good faith upon an appropriate amendment to this Agreement to comply with such laws and regulations and (ii) the parties shall execute and deliver any documents required to comply with such Privacy Laws including, without limitation, any business associate agreements required under HIPAA. 8.10 Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver and shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. 8.11 Use of Logos (a) Customer must freely give consent prior to CORE listing Customer’s name and logo within its client listing on the CORE website, and CORE must remove it upon Customer’s request. 8.12 Compliance with Laws. Notwithstanding any clause to the contrary, CORE will at all times keep fully informed, observe and comply with all laws, ordinances, and regulations which in any manner affect the performance of the services by CORE, and will be responsible for the compliance of CORE's services with all applicable laws, ordinances and regulations. /// /// /// /// /// /// /// /// Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 11 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date(s) written below. Executed by Contractor this___________ day of _______________________, 2026. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Wonderware Inc. DBA CORE Business Technologies, a Rhode Island corporation By: By: (sign here) Sheila Cobian, Assistant City Manager (Chris Lewis/COO) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Morgen Fry, Assistant City Clerk (Mike Duffy/CEO) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053A Chris Lewis CXO CXO Mike Duffy 4th June Docusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 12 Exhibit A: Products and Services Subject to the Term, CORE grants Customer a personal, non-exclusive, non-transferrable license (without the right of sublicense) to access and use the Products and Services listed in the table below. This Exhibit A shall commence on the Effective Date and shall continue for a minimum period of thirty-six (36) months. Thereafter, this Exhibit A may be renewed for two (2) additional twelve (12) month periods with ninety (90) days’ notice. Renewals will be based upon a satisfactory review of CORE’s performance, customer needs, and appropriation of funds by the customer’s City Council. The parties will prepare a written amendment indicating the effective date and length of the renewal period. Customer shall have thirty (30) days from the first date the Products and Services are available to Customer (the “Test Period”) to test the Products and Services to determine whether it functions materially in accordance with the Specifications. The Products and Services will be deemed satisfactory to Customer and accepted by Customer, unless Customer provides notice to CORE within the Test Period describing in detail any Errors in the Products and Services. If Customer delivers timely notice to CORE of any such Errors during the Test Period, CORE will correct those identified Errors that can be repeated by CORE within a reasonable time. Products and Services In addition to the fees set forth in the Agreement, Customer shall pay CORE the following Fees for the Products and Services. Services include: • iPayment Enterprise Cashiering • Business Center Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 13 CORE Pricing Payment Terms • Customer shall pay the following fees annually in advance according to the price schedule within this exhibit (Exhibit A). o iPayment Cashiering Enterprise Subscription license fee o Customer shall pay ASP Hosting fee o Gateway, ICL and ACH fees o EMV and Point-to-Point (P2PE) fee Enterprise Cashiering – Software and Hosting Services (36-month Term) Annual Fee Enterprise Cashiering - Unlimited Transactions $35,000.00 iPayment Enterprise Subscription License includes: • iCashiering - POS, Remote Departments • Business Center – for 24/7 online payments • Admin Center - for research, reports, and configuration • Enterprise license - Unlimited users • Unlimited number of collection points • Annual License Maintenance and Support CORE ASP (Hosting Service) Unlimited Transactions $40,000.00 iPayment Enterprise Subscription License includes: • PCI-DSS Level 1 Compliant Data Center • 24/7 Security Monitoring • Hardware Management and Support • IIS Server & Licensing • dB Server & Licensing • Test Instance • Production Instance SUBTOTAL $75,000.00 Managed Service Credit Card Gateway Annual Fee • Gateway for up to 25,000 annual transactions • ACH and ICL daily file support (for both file types) • Annual EMV and Point to Point Encryption- $360/year per terminal Quantity 8 $3,750.00 $2,520.00 $2,880.00 GATEWAY RECURRING: $9,150.00 TOTAL RECURRING: $84,150.00 Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 14 Notes • Training, if applicable, will be conducted in the "train the trainer" format with the provision of suitable materials that will permit Customer to train its own staff. Online training will be made available to CORE during the Term. • This quote assumes that Customer will provide connections to the host information systems for interfaces. • If additional services are necessary, Professional Services will be charged at $225/hr or $1,800 per day. Custom Programming will be charged at $280/hr or $2,240/day. CORE reserves the right to charge for anything outside the scope of the project. • Hardware warranty and maintenance agreements reside with the original equipment manufacturer. • Customer is responsible for remitting any applicable sales and use taxes to the local and or State tax authority, provided that CORE will not access any such taxes if Customer provides CORE with a tax- exempt certificate. • CORE is not responsible for third party integration, license or use fees except to the extent such third- party products are part of the integration delivered to Customer. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 15 Exhibit B: Minimum Hardware and Connectivity Requirements Users of the system must have an internet connection and must utilize a current, standards-based web browser. Customer and Users shall also comply with any minimum hardware and connectivity requirements of Provider. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 16 Exhibit C: Support, Escalation and SLA Policy This document defines CORE’s support and escalation procedures. NORMAL BUSINESS HOURS Unless otherwise agreed between CORE and Customer in writing, the services described in this section shall be rendered during CORE’s normal business hours and utilizing the appropriate phone and email information noted below. In-Person and Online customers will also be provided to CORE’s Service Cloud portal for creating and managing their issues. Product Business Hours Phone E-Mail In-Person 7:00 a.m. to 9:00 p.m. 866-567-2673 softwaresupport@corebt.com Online 8:00 a.m. to 5:00 p.m. 877-634-3468 support@corebt.com Merchant 9:00 a.m. to 6:00 p.m. 407-331-5465 Merchant_support@corebt.com SIP 10:00 a.m. to 7:00 p.m. 800-764-0844 supportteam@corebt.com DESIGNATED CORE HOLIDAYS • New Year’s Day • Martin Luther King Day • Memorial Day • Juneteenth • Independence Day • Labor Day • Thanksgiving Day • Day after Thanksgiving • Christmas Eve • Christmas Day ELIGIBILITY Subject to Customer’s compliance with the terms of this Agreement and in consideration of Customer’s payment of the Fees, CORE will perform the support described in this section. All support and escalation must be initiated by the designated authorized representative of the client. No end-user support is provided with this Agreement. SUPPORTED VERSION In Person CORE shall support the version of the Products and Services being used by Customer regardless of subsequent upgrades for a period of three (3) years; it is understood by Customer that implementation of upgrades may be necessary to optimize performance, leverage new features, and receive functional updates. Online, Merchant Services, SIP CORE will maintain your Products and Services on the current version of the software at all times. PROCESS Support will take effect after basic diagnostic steps have been performed in accordance with the specification document. For system unavailability, a system reload may be performed as part of system diagnostics. 1. Initiation The call or email must be initiated by an authorize service representative and must be received Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 17 through CORE’s appropriate telephone support lines or email addresses noted above. 2. Logging The support request is logged and includes time and date received, name of caller, description of problem and action taken. 3. Acknowledgement The call is acknowledged and assigned according to the service level table definitions. 4. Service and Support Production support will be attempted by the helpdesk personnel. If a solution cannot be achieved by the Helpdesk, service and support will be performed in accordance with the definitions stated in the Service Level Table. 5. Escalation Escalation occurs in accordance with urgency and escalation table. 6. Callback Response time is as listed in the Service Level Table according to your contracted level of coverage. Service Level Agreement SERVICE LEVEL COMMITMENT CORE will use its best efforts to ensure 99.5% Availability (as defined below) of the CORE ASP Service. A failure by CORE to meet this commitment will entitle Customer to claim a Service Credit (as defined below). “99.5% Availability” means that the CORE ASP Service will be unavailable no more than .5% in any calendar month, based on a 24-hour day, 365 days a year, as determined by CORE (excluding any period of unavailability described in subsection b below). The systems shall be deemed to be unavailable when CORE’s automated monitoring system is unable to access the associated web or database servers (“Unavailability”). EXCEPTIONS CORE’s service level commitment does not cover any unavailability attributable to (1) Customer’s use of the CORE ASP Service otherwise than in accordance with user guides from time to time made available to Customer; (2) any configuration or erroneous data entered into the CORE ASP Service by Customer; (3) any event beyond the reasonable control of CORE, including the malfunction or unavailability of any public Internet backbone or network or of any server or service not under the complete control of the CORE, or (4) Scheduled Maintenance pursuant to subsection (c) below. SCHEDULED MAINTENANCE “Scheduled Maintenance” shall mean any maintenance performed during a standard maintenance window as determined by CORE (a) of which Customer is notified 72 hours in advance or (b) the maintenance is performed without advance notice due to urgency of the maintenance to maintain the security and integrity of the system. Notice of Scheduled Maintenance will be provided to Customer’s nominated point of contact by a method elected by CORE (telephone or email). CORE’s standard Scheduled Maintenance window occurs on the following schedule: • In-Person: Second Tuesday of the month between the hours of 1AM and 4 AM Eastern Time. • Online, Merchant, SIP: Third Sunday of the month between the hours of 6am and 10am Eastern Time. Customer shall be provided 24 hours advance notice in the event a change is made to the standard Scheduled Maintenance window. The CORE ASP Service shall not be deemed unavailable during Scheduled Maintenance. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 18 SERVICE CREDIT REMEDY If CORE determines, in its reasonable judgment, that the CORE ASP did not attain 99.5% availability during any calendar month, CORE will credit Customer’s account the pro-rated Subscription Fee for one day’s service for each additional .5% that the server is unavailable during any calendar month, provided that no credit shall exceed the pro-rated charges for one day’s service for any single instance of Unavailability. All service credit requests must be in writing and emailed directly to CORE’s accounting department with ten (10) days from the date of the server unavailability. Credits cannot be applied to any charges other than the Subscription Fee. Customers with multiple CORE services will not receive more than one credit for any instance of unavailability. Eligibility for any credits is subject to Customer’s account being current and with no outstanding balances due. THIS CREDIT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE. Limitations of Support. RIGHT TO REFUSE REQUESTS CORE reserves the right to refuse Service Support requests when: • A person other than a designated Customer Authorized Support Contact requests support; • Support request procedures or instructions are not followed; or • CORE determines that the requested support would seriously degrade CORE ASP performance and/or integrity. NON-SUPPORTED MATTERS CORE will not provide Support for the following: • Software that has been altered or modified by anyone other than CORE; • Third-party consulting services including applications design or recommendation, recovery of lost data due to third-party services, or any third-party Customer purchase recommendations; • Deficiencies created by Customer’s negligence or fault; • Deficiencies resulting from malfunction of equipment other than the CORE authorized Equipment; • Software not made available to Customer by CORE under this Agreement and the Schedules. Other Customer Responsibilities Customer agrees to limit access to CORE’s support to the designated Authorized Customer Support Contacts listed in the Specification or as amended to this Agreement. Customer agrees to limit the use of Support to occasions when the CORE ASP Service fails to function as described in the documentation or Project Specification, or Customer requires clarification of the documentation. Customer agrees to furnish descriptions of deficiencies in the form requested by CORE’s Support staff. Customer also agrees to assist CORE’s efforts to duplicate the deficiency. Customer agrees to provide help at the location of the deficiency when telephone diagnostics and support are performed. This help includes but is not limited to moving cables, rebooting equipment, following verbal instructions to edit files and search directories, read screens, and any other such help as is required by CORE to effectively diagnose and resolve the deficiency. Customer’s inability or refusal to provide such help or access releases CORE from any obligation to perform support at that location for that service incident. Customer shall be responsible for referring to any instruction manuals provided to Customer to resolve routine system administration tasks. CORE’s customer support staff will refer Customer to the appropriate manual or recommend additional training to Customer in those instances where Customer requests support and CORE’s customer support staff determine that Customer’s request is more appropriately handled by referring Customer to such sources. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 19 Customer Authorized Support Contacts must have participated in training conducted by CORE during the implementation process prior to being designated as an Authorized Support Contact. In most cases, an Authorized Support Contact should be the user’s immediate supervisor and his or her backup. In organizations where one department is responsible for the CORE ASP and another for Internet access and/or data communications systems, an additional primary and backup Authorized Support Contact may be designated from each of those two areas, for a total of four Authorized Support Contacts. CORE is not responsible for training replacement Authorized Support Contacts. Additional training services are available at the current rates. Supplemental Services CORE will provide Customer with the Supplemental Services described in this section, subject to Customer’s payment of additional Support Fees agreed upon by the parties. CUSTOM ENGINEERING CORE shall have the right to charge Customer at CORE’s then prevailing rate applicable to such services for the engineering of modifications to the CORE ASP Service requested by Customer. TRAINING Customer may purchase additional training services at the CORE’s then prevailing rate applicable to such services. Term This Exhibit C shall become effective upon the Effective Date of the Agreement and shall continue in full force and effect for so long as the Agreement is in effect. Service Level Table Priority Level Definition Escalation to next point Response Time Coverage (ET) 1 Product is down. No workarounds are available. Major product functionality is not working according to product specifications. CORE places top priority on the technical issue and all necessary resources are immediately assigned to the issue. Reviewed by Support Manager on an hourly basis. If necessary, escalation to Engineering to be prioritized ahead of all other issues. < 1 coverage hour 24 x 7 x 365 2 Product functionality is affected but suitable workarounds exist and product is not down. CORE places high priority on issues that are technical and issues are prioritized accordingly and work is performed during regular support coverage hours. Reviewed daily by Support team. Escalated to management for review, as necessary. Issues which affect downtime are escalated immediately. < 2 coverage hours Monday – Friday In-Person: 7:00am – 9:00pm Online: 8:00am – 5:00pm Merchant: 9:00am – 6:00pm 3 Minor Product functionality is affected or minor processes cannot be completed. The issue is prioritized among other open issues of similar priority Reviewed weekly by Support Analyst. Escalated to support manager for review, as needed. < 4 coverage hours Monday – Friday In-Person: 7:00am – 9:00pm Online: 8:00am – 5:00pm Merchant: 9:00am – 6:00pm 4 Product and Project specific enhancement request or change orders. Change orders are scheduled upon signed acceptance receipt from Customer. Product enhancement requests are reviewed by Product Manager periodically in conjunction with release schedule. Reviewed weekly based on delivery or release schedule. Delivery will be quoted with response to each specific request. Delivery will be quoted by Client Success Manager with response to each specific request Monday – Friday In-Person: 7:00am – 9:00pm Online: 8:00am – 5:00pm Merchant: 9:00am – 6:00pm Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 20 EXHIBIT D CITY OF CARLSBAD INSURANCE REQUIREMENTS 1.0 INSURANCE CORE will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 1.1.2 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. 1.1.3 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. 1.1.4 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. 1.1.5 Cyber Liability Insurance. At all times during the performance of work under this Agreement and for twenty-four (24) months following the date of Agreement termination, CORE 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. 1.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 1.2.4 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. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 21 1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 1.4 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. 1.5 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. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 22 EXHIBIT E IT ADDENDUM TO CORE Products and Services Terms and Conditions This IT Addendum to CORE Products and Services Terms and Conditions (“Addendum”) is by and between The City of Carlsbad (“Customer”) and Wonderware Inc. d/b/a/ CORE Business Technologies (“CORE”.) Customer and CORE entered into the CORE Products and Services Terms and Conditions on or about ______________ (the “Agreement”). Nevertheless, the parties agree that this addendum is a part of the Agreement, and amends and modifies the Agreement as provided below: 1. Payment. Notwithstanding anything in the Agreement, the payments to be made by Customer for all goods, services and other deliverables under this Addendum shall not exceed eighty-four thousand one hundred fifty dollars ($84,150) for Year 1 after which each subsequent year can be adjusted on each anniversary date of this Agreement to an amount calculated by multiplying the then current amount by the higher of 3% or the posted CPI for the previous year. 2. Independent Contractor. In its performance under the Agreement and this Addendum, CORE and its agents and employees will act in an independent capacity and not as an agent or employee of Customer. 3. Inapplicable Terms. Because Customer cannot accept certain standard clauses that may appear in the Agreement as a matter of law and policy, Contractor agrees that no provision described below which appears in the Agreement shall be of any force and effect against Customer: a. Requiring Customer 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. Therefore, in the event of a conflict between this Addendum and the Agreement, including any Exhibits, this Addendum shall take precedent over the Agreement. d. Requiring Customer to indemnify, defend, or hold CORE 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 Customer to pay 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 Customer has been advised of the possibility of such damages. g. Disclaiming negligence in violation of public policy. h. Permitting unilateral modification of this Agreement by the Contractor or deeming the Customer to agree to a modification by means other than affirmatively signing a modification to the Agreement. i. Requiring Customer to engage in binding arbitration. j. Obligating Customer to pay court costs, costs of collection, or attorneys’ fees. k. Requiring Customer to withhold information from the public contrary to the requirements of the California Public Records Act (CA Government Code § 7920.000 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). l. Requiring Customer to provide notice prior to disclosure of government records subject to California Public Records Act (CA Government Code § 7920.000 et seq.) and the California Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 Terms and Conditions 23 Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.). 4. Imposing interest on late payments or requiring interest to be paid on disputed amounts. 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 Customer’s sensitive data may be exchanged, CORE 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. CORE shall provide the Products and Services to Customer 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. CORE will notify Customer of any plans to relocate its hosted services to another data center. CORE shall not allow personnel to store Customer Data on portable devices, including personal computers, except for devises that are used and kept only at its U.S. data centers. CORE shall permit its personnel to access Customer Data remotely only as required to provide technical user support or other customer support. The Customer will own all right, title and interest in Customer Data that is related to the services provided by this Agreement. c. Data Breach Responsibilities. This section only applies when there is a breach of Customer Data within the possession or control of CORE. CORE shall: (1) promptly notify Customer 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 breach of Customer Data; (2) cooperate with Customer as reasonably requested by Customer to investigate and resolve the breach of Customer Data and provide daily updates; (3) quarantine the breach of Customer Data and take all reasonable action to ensure secure access to City Data; (4) promptly implement reasonable remedial measures; and (5) document responsive actions taken related to the breach of Customer Data. d. Background Checks. As permitted or required by law, CORE 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. CORE shall promote and maintain an awareness of importance of securing the Customer’s information among the CORE’s employee and agents. e. 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://www.section508.gov. Further, CORE assures Customer that CORE 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), CORE shall have the ongoing obligation to promptly respond to and resolve any complaint regarding accessibility that is brought to the attention of CORE. Docusign Envelope ID: 011480DB-EC71-8C58-8345-A9373EF9053ADocusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 11/2/2025 Marsh &McLennan Agency LLC8144WalnutHillLane,16th FloorDallasTX75231 Marisa L Medina 214-686-3838 marisa.medina@MarshMMA.com Great Northern Insurance Company 20303 WONDEINC Federal Insurance Company 20281WonderwareInc.dba CORE Business Technologies950WarrenAvenue,Suite 400EastProvidenceRI02914 Chubb Indemnity Insurance Company 12777 507728882 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X X 36060170WUC 11/1/2025 11/1/2026 2,000,000 A 1,000,000 X X 73611740 11/1/2025 11/1/2026 B X X 10,000,0007819103211/1/2025 11/1/2026 10,000,000 C X7182731211/1/2025 11/1/2026 1,000,000 1,000,000 1,000,000 B Crime/D&O/EPL/FID J06375868 11/1/2025 11/1/2026 Aggregate LimitLimits 1,000,000SeeBelow Crime Aggregate:$1,000,000CrimeRetentionLimit:$5,000 D&O Aggregate Limit:$1,000,000RetentionInsuringClauses(B)&(C):$10,000 EPL Aggregate Limit:$1,000,000EPLRetentionLimit:$10,000SeeAttached... City of Carlsbad/CMWDAttn:IT Department1635FaradayAvenueCarlsbadCA92011 Docusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: WONDEINC 1 1 Marsh &McLennan Agency LLC Wonderware Inc.dba CORE Business Technologies950WarrenAvenue,Suite 400EastProvidenceRI02914 25 CERTIFICATE OF LIABILITY INSURANCE Fiduciary Aggregate Limit:$1,000,000FiduciaryRetentionLimit:None Additional Insured form #80-02-2367 edition 05/07 applies to the General Liability policy.Waiver of subrogation form #80-02-2000 edition 04/01 applies to the General Liability policy.Primary and Non-Contributory #80-02-2367 edition 05/07 applies to the General Liability Policy. Additional Insured form #16-02-0292 edition 04/24 applies to the Auto Liability policy.Waiver of subrogation form #16-02-0292 edition 04/24 applies to the Auto Liability policy.Primary and Non-Contributory #16-02-0316 edition 10/14 applies to the Auto Liability Policy. Waiver of subrogation form #WC-00-03-13 edition 04/84 applies to the Workers Compensation policy.California Waiver of subrogation form #WC-90-03-75 edition 05/18 applies to the Workers Compensation policy. The General Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchstatus. The General Liability policy contains an endorsement with “Primary and Non-Contributory”wording that may apply only when there is a written contract betweenthenamedinsuredandthecertificateholderthatrequiressuchwording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchwording. The Auto Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchstatus. The Auto Liability policy contains an endorsement with “Primary and Non-Contributory”wording that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. The Auto Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insuredandthecertificateholderthatrequiressuchwording. The Worker’s Compensation policy includes a blanket waiver of subrogation endorsement that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. The Worker’s Compensation policy includes a California waiver of subrogation endorsement that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. Certificate Holder Includes:The City of Carlsbad,its officials,employees and volunteers. Docusign Envelope ID: 30F17298-A63A-8257-8257-762B9921DED8