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Canto Inc; 2026-07-02;
Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 RATIFICATION OF AGREEMENT FOR DIGITAL ASSET MANAGMENT SOFTWARE AND ASSOICATED SERVICES CANTO, INC. THIS AGREEMENT ("Agreement") is made and entered into as of the 2nd day of July 2026, but is effective as of March 21, 2026 by and between the City of Carlsbad, California, a municipal corporation ("City") and Canto, Inc, a Delaware corporation, ("Contractor"). RECITALS A.City wishes to subscribe to the digital asset management solution developed and hosted by Contractor. B.Contractor has submitted a proposal to City and has affirmed its willingness and ability to provide such subscription to the City. 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 agrees to subscribe to and Contractor agrees to provide Canto Digital Asset Management to City in accordance with the terms of this Subscription (referred to herein as the "Subscription") that are defined in attached Exhibits "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. ADDITIONAL TERMS TO AGREEMENT City and Contractor agrees to the Additional Terms to the Agreement that are defined in and attached as Exhibits "B" -Terms and Conditions, Exhibit "C" -Contractor Service Level Agreement and Exhibit "D" - DCMA Copyright Policy which are incorporated by this reference in accordance with this Agreement's terms and conditions. 3.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. 4.TERM The term of this Agreement will be effective for a period of five (5) years from March 21, 2026 to March 20, 2031. Subject to the mutual agreement of the parties, the term may be extended after expiration of the foregoing term. 5.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 6.COMPENSATION The total fee payable for the Subscription to be provided during the initial Agreement term shall not exceed seventy-five thousand four hundred sixteen dollars and twenty-five cents ($75,416.25) per Page 1 City Attorney Approved Version 9/3/2025 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 7. 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. 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. 8. 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. 9. 10. Omitted INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; 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. Page 2 City Attorney Approved Version 9/3/2025 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 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. 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. 10.1.5 Cyber Liability Insurance. At all times during the performance of work under this Agreement and for one year 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. 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. Page 3 City Attorney Approved Version 9/3/2025 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to the performance of this Agreement. All records will be clearly identifiable. Once each year on no less than thirty (30) days prior notice, 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 such examination for a period of two (2) years from the date of final payment under this Agreement. 13. 14. 15. Omitted Omitted 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 Cit~: For Contractor: Name Leonidas Foras Title IT Director Title Project Manager Dept IT Address 3343 Peachtree Rd NE CITY OF CARLSBAD STE 145-2447 Address 1635 Faraday Ave Phone Atlanta, GA 30326 Carlsbad, CA 92008 Email lforas@canto.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. 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 Page4 City Attorney Approved Version 9/3/2025 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 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. 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 See Exhibit "B" Section 10. Term and Termination; Suspension. 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 City Attorney Approved Version 10/23/2025 Page 5 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including 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 either party without the prior consent ofthe other party, 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. Ill Ill City Attorney Approved Version 10/23/2025 Page 6 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_17 ____ day of _J_un_e _______ ~ 2026. CONTRACTOR Canto, Inc, a Delaware corporation Nick Gerard By: Chad Estes (sign here) Chief Financial Officer (print name/title) (sign here) VP Customer Experience (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Assistant City Manager ATTEST: SHERRY FREISINGER, City Clerk Morgen Fry, Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached . .!f..E. 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: C. DJfo11v ~{)vicl., Assistant City Attorney City Attorney Approved Version 10/23/2025 Page 7 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 Canto Platform Features Power Users Storage (TB) EXHIBIT A SCOPE OF SERVICES AND FEE Description Administrators, Contributors & Custom Power User seats Your Canto account powered by AWS storage & image recognition Additional storage may be purchased at anytime for $500 per TB Quantity 50 Seats 75TB Customer Success Manager Dedicated account manager for ongoing training & support Included Media Delivery Cloud Directly deliver images and documents from Canto to your N/A website, eCommerce platform, PIM, CMS, or digital platforms See "Unlimited & Included Features" for all features included free in your Canto account ~ ubscription Add-Ons Description Quantity I Brand Templates Enable end-users to make approved edits of lnDesign files N/A Video Module otal Annual Subscription Fees Agreement Summary Agreement Effective Date Total Annual Subscription Fees Total Initial Term Agreement Years Video Smart Tags (100 video hours) N/A Video Facial Recognition (100 video hours) Video Transcription for Subtitles (100 video hours) Embedded Videos (100 video files) $75,416.25 $75,416.25 Total Initial Term Agreement Subscription Fees 5 $377,081.30 City Attorney Approved Version 10/23/2025 Page 8 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 Included & Unlimited Features Canto delivers unmatched value and power within your account to help you make the most of your DAM investment. The following features are included with your subscription at free of charge: ~ ~ ~ Features Users: Consumer Named users with search oreview download & Unlimited share orivilee:es Guests Public access to ore-aooroved content Unlimited Sharine: Portals Branded customizable shareable librarv see:ments Unlimited Stvle Guides Portals desie:ned to share brand e:uidelines Unlimited :>hare Links :::ustom links for file sharine: Cindividual or bulk) Unlimited CDN Links Direct links to assets for sharine: and embeddine: Included :ollaboration Uoload Links :::ustom links to collect and uoload files from 3rd Unlimited oarties Worksoaces Private soace for in-oroe:ress content Unlimited Asset Workflows ~reate & manae:e content annrovals workflow Unlimited Advanced Metadata Smart Tae:s Automatic Al tae:s aoolied to files Unlimited Facial Recoe:nition for Recoe:nize faces in imae:es enables search bv face Unlimited lmae:es OCR for PDF Extract text as metadata from PDF files Up to lM PDF Pages Text Recoe:nition for Recoe:nize text and aoolv as metadata for search Up to 5,000 files Images lnteuations Adobe Connector Plue:in lnDesie:n. Photoshoo. Illustrator & Premiere Pro Included with Power User seats CMS lntee:ration Native intee:ration with Word Press & Druoal Included Microsoft Office Connector rreams PowerPoint. Outlook Word Included Cloud File Storage GDrive Droobox Box. SharePoint OneDrive Egnvte Included @P!fil No code intee:ration between Canto and other aoos Included Mailchimo Add files to Mailchimo camoaie:ns Included ~ Facebook Linkedln Pinterest Twitter Vimeo Included YouTube Chrome Extension Drag & droo from Canto to vour favorite aoos Included ~ Simolv orocess of moving assets between Canto & Included W_rike Hootsuite l~need uo social media oublishine: orocess Included City Attorney Approved Version 10/23/2025 Page 9 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 EXHIBITB TERMS AND CONDITIONS 1. Services Generally a. This Agreement governs the use of the Canto digital asset management software and associated services (collectively, the "Services"), as further described in Exhibit A of this Agreement. b. Contractor will provide the support services described in Exhibit C to this Agreement ("Support Services"). c. The Services may interoperate with various third-party platforms and applications as determined by Contractor from time to time ("Add-Ons"). Continued interoperation of the Services with any Add-Ons is dependent upon the availability of each such application and Contractor may cease to provide such functionality if access to any Add-On is not available to Contractor on commercially reasonable terms. Contractor makes no representations or warranties with respect to the Add Ons. 2. Right of Use Registration and Accounts a. Subject to the terms of this Agreement, Contractor grants City, during the term of this Agreement, a world-wide, non-exclusive, non-transferable right to access and use the Services for City's internal business purposes. City will not resell, rent, lease, transfer, lend, timeshare, assign, display or permit others to access or use the Services except as explicitly permitted under this Agreement. b. City may allow its employees, consultants, contractors or agents ("City's Users") to access and use the Services subject to the limitations specified in Exhibit A, solely on City's behalf and for the benefit of City, provided that: (i) City's Users are aware of and comply with this Agreement; and (ii) City assumes full responsibility for all acts and omissions of City's Users in connection with the use of the Services. c. City's Users must complete the registration process by providing complete and accurate information, including a valid email address. The Services have different levels of access and permissions for various User roles, including account administrator, contributor, consumer, and guest. City is responsible for maintaining the confidentiality of its logins and account and for all activities that occur under its logins and account, including the activities of City's Users. If City or City's Users become aware of any unauthorized use of the Services or City's Users' accounts, City will contact Contractor immediately at info@canto.com. d. Contractor retains all right, title and interest in and to the Services except for the rights granted to City pursuant to this Agreement. e. The Parties acknowledge that the Services may collect and aggregate certain de-identified information and data regarding the use and operation of the Services by City. City agrees that Contractor may utilize such information and data as well as any City suggestions, enhancement requests or other recommendations (collectively, "Feedback") for any lawful business purpose, without a duty of accounting to City so long as such Feedback does not identify City or any City Content. No compensation shall be paid with respect to Contractor's use of Feedback. f. City acknowledges and agrees that (a) the Services automatically learn and improve as a result of 1 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 processing images and data ("Machine Learning"), and (b) that Contractor is and will be the sole and exclusive owner of all right, title and interest in and to the improvements to Services resulting from Machine Learning and any and all intellectual property rights in and to any of such improvements. 3. Use Restrictions; City Content a. City will not: (i) use the Services in any manner that is not permitted under the terms of this Agreement or in violation of applicable law; (ii) permit any third party to access the Services, except for City's Users; (iii) use the Services to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, or otherwise engage in unfair, unlawful or deceptive practices; (iv) upload or provide any City Content that is defamatory, offensive, abusive, obscene, of menacing character, or that violates the privacy or intellectual property rights of any third party; (v) interfere with or disrupt the integrity or performance of the Services; (vi) attempt to gain unauthorized access to the Services or the Services' related systems and networks, or systematically access the Services using 'bots' or 'spiders'; (vii) decompile, reverse engineer or undertake any similar efforts with respect to the Services; (viii) create any derivative works of the Services; (ix) copy, modify, frame or mirror the Services; or (x) use the Services to develop or offer a service that is similar to the Services. The above restrictions apply to the Services in whole and to any portion thereof. b. All digital files and information uploaded by or on behalf of City or City's Users into the Services ("City Content") are the sole and exclusive property of City. City grants Contractor a right and license to access and use the City Content solely for purposes of providing, developing and supporting the Services pursuant to this Agreement. From time to time, Contractor may request to use City Content as reference materials for purposes of internal testing and improving the Services' analytical processes and techniques. If City permits such use, the improvements and enhancements to the Services resulting from use of the City Content may be made available to Contractor's customers generally. c. City will not upload to the Services any City Content that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate applicable laws and regulations including laws and regulations governing privacy, mass email, spam, export control, consumer protection, unfair competition, false advertising, harassment, anti-competitive activities, misappropriation, libel, defamation, obscene content and incitement. d. Contractor respects the intellectual property rights of others and Contractor will handle any third party request for removal of City Content from the Services that is alleged to infringe copyrights of any third party, in accordance with Contractor's DMCA Copyright Policy, Exhibit D. As part of the Services and except as provided below, the City Content is regularly backed up on a daily basis and each such backup is retained for 30 days (the "Data Retention Period"). The backup data will be erased after 30 days. During the Data Retention Period, City may retrieve such backup data by downloading a copy through the Services or by submitting a request in writing to canto-support@canto.com. 4. Fees, Costs and Taxes a. In consideration for the right to use the Services, City will pay fees in the amount and in accordance with the payment terms set forth in the Order Form (the "Services Fees"). Except as explicitly provided under this Agreement, Services Fees are not refundable. The Service Fees set 2 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 forth in the applicable Order Form are subject to adjustment beginning with the commencement of each Renewal Term. City assumes all responsibilities and costs associated with City's use of the Services, including, without limitation, any required equipment and Internet access fees and backup expenses. b. City is responsible for any applicable sales, use, value-added, or excise taxes, and any other similar taxes, duties or charges of any kind (excluding taxes on Contractor's income) imposed by any federal, state, or local governmental entity on any amounts payable by City under this Agreement or any Order Form whether or not such taxes are collected by Contractor. Contractor may include on the applicable invoice a separate charge for such taxes and will remit taxes collected, if any, to the appropriate taxing authority. 5. Representations and Warranties a. Authorization. Each Party represents, warrants and covenants to the other Party that it has the requisite legal power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement. b. By City. City represents, warrants and covenants that City has obtained all rights and permissions necessary to provide the City Content to Contractor for use as permitted under this Agreement. c. By Contractor. Contractor represents, warrants and covenants that: (i) the Services will be free of material programming errors and will operate in accordance with and conform to the documentation provided as part of the Services in all material respects; (ii) the Implementation Services and Support Services will be performed by qualified personnel in a professional manner consistent with industry standards and in compliance with the terms of this Agreement, the applicable Order Form and all applicable federal, state and local laws, rules and regulations; (iii) it uses best commercially reasonable efforts to ensure that no malicious code, including any viruses, disabling code, time bombs or Trojan horses ("Viruses") are coded or introduced into the Services as made available by Contractor to City in accordance with the terms of this Agreement; and (iv) the Services will be Available for use at least 99.8% of the time, measured on a monthly basis, excluding Scheduled Downtime. "Scheduled Downtime" shall be defined as: a) any downtime that the Parties agree to in advance; or b) downtime during regularly scheduled maintenance that occurs between 11pm and 3am local time daily. "Available" means that the Services can be accessed by City except during: (i) Scheduled Downtime; and (ii) downtime caused by circumstances beyond Contractor's control, including without limitation, City modifications, force majeure, general Internet outages, failure of City's infrastructure or connectivity, computer and telecommunications failures and delays not within Contractor's control. d. OTHER THAN AS PROVIDED IN THIS SECTION 5, CONTRACTOR MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6. Confidentiality. a. "Confidential Information" means non-public business, financial and technical information, including any data and business-related information provided by City to Contractor, the Services and all elements and functionality details related thereof, the terms of this Agreement and any third party information that the disclosing Party is obligated to keep confidential, that is either marked as "confidential" or "proprietary" or which, under the circumstances, should be 3 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 understood to be confidential. b. Confidential Information does not include information which: (i} is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving Party; (ii} is or becomes available to the receiving Party on a non-confidential basis by a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii} is developed independently by the receiving Party without use of the disclosing Party's Confidential Information and by persons without access to such information. c. The receiving Party will use measures at least as protective as those it uses for its own confidential information, but no less than reasonable measures, to keep confidential and not to disclose to any third party any Confidential Information of the disclosing Party, except to those of the receiving Party's personnel, including external advisors, consultants, insurers and investors, who need to know such Confidential Information, who are informed of the confidential nature of the Confidential Information and who agree to be bound by terms of confidentiality at least as protective as those in this Agreement or are bound to confidentiality already by mandatory professional rules (e.g. attorney at law, tax advisors, auditors}. The receiving Party will not use any Confidential Information, directly or indirectly, for any purpose other than as necessary to perform its obligations and exercise its rights under this Agreement. Each Party is responsible for any breach of the confidentiality of the other Party by its personnel, which for purposes of City will include, without limitation, City's Users. d. If the receiving Party becomes legally compelled to disclose any Confidential Information, this includes producing responsive documents to a California Public Records Act request, it will provide the disclosing Party with prompt prior written notice to the extent legally permitted and assistance, at the disclosing Party's expense, in obtaining a protective order. e. Upon termination of the Agreement, the receiving Party will make all reasonable efforts to either: (a} promptly return to the disclosing Party any Confidential Information disclosed under this Agreement, and any copies thereof, or (b} destroy any documents, electronic records, software or other instruments that contain all or any portion of Confidential Information and will certify in writing to the disclosing Party that such Confidential Information has been returned or destroyed, except that the receiving Party may retain a minimum number of copies of the disclosing Party's Confidential Information under appropriate confidentiality and security arrangements: (i} in backups, until the backup retention cycle deletes the Confidential Information; (ii} as required under applicable laws; and (iii} for legal and administrative proceedings. 7. Indemnification a. To the extent not prohibited by law, Canto will indemnify, hold harmless, and defend you and your affiliates against any cost, loss, damage, or other liability arising from any third-party demand or claim that the Services: (a} infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Canto's actions}; or (b} violates applicable law or these Terms. You will reasonably notify Canto of any such claim or demand that is subject to Canto's indemnification obligation." b. By Customer. Customer shall, at its expense, defend Canto from or settle any Claim against Canto, its Affiliates, licensors and suppliers arising out of: (i} Customer's breach of Section 3(a}, (ii} third party claims that Customer Content infringes on any third party's intellectual property rights; or (iii} Customer's gross negligence or willful misconduct. Customer will indemnify Canto from all damages, costs, and attorneys' fees finally awarded and unappealable against Canto or its Affiliates as a result of any such claim. 4 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 c. Indemnification Procedures. Each party seeking indemnification hereunder shall provide the other party with: (i} prompt written notice of any Claim for which indemnification is sought; (ii} complete control of the defense and settlement of such claim; and (iii} reasonable assistance and cooperation in such defense at the indemnifying party's expense. Notwithstanding the foregoing, the indemnifying party may not enter into a settlement of a claim that involves a remedy other than the payment of money by the indemnified party (which amounts must be subject to indemnification by the indemnifying party} without the indemnified party's written consent. 8. 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, 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 740S(b}, the Contractor shall have the ongoing obligation to promptly respond to and use commercially reasonable efforts to resolve any complaint regarding accessibility that is brought to the attention of the Contractor. 9. Limits of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR (I} ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY} ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICES OR THE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II} DIRECT DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE BY CITY UNDER THE AGREEMENT DURING THE TWELVE (12} MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM RESULTING IN SUCH DAMAGES AROSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, OR CITY'S FAILURE TO REMIT ALL FEES PROPERLY DUE AND OWING UNDER THE AGREEMENT. 10. Term and Termination; Suspension a. This Agreement commences as of the Effective Date and will continue in effect for so long as there are any then current Order Forms. Each Party may terminate the Agreement and the Order Forms then in effect, if the other Party breaches the Agreement and does not cure such breach within thirty (30} days after receiving a written notice from the non-breaching Party. If this Agreement (and any Order Form} is terminated underthisSection l0(a} by Customer following breach by Canto, Customer will receive a pro-rated refund of the unearned pre-paid Services Fees. If this Agreement or any Order Form is terminated under this Section l0(a} by Canto following breach by Customer, Customer will also pay all amounts to become due and owing under the applicable Order Form. Upon termination for any reason Customer's access to and use of the Services will terminate immediately. 5 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 11. General Provisions a. Modifications to the Services. Contractor may, either partially or in its entirety modify, adapt or change the Services, or any of its features, user interface and design, the extent and availability of the content of the Services and any other aspect related thereto, through updates and upgrades, provided that Contractor will not materially decrease the overall functionality of the Services during the term of any then current Order Form. Contractor will notify City at the same time and in the same manner as Contractor notifies its customers generally about substantial changes in the Services. b. Relationship Between the Parties. Neither this Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency, or franchise relationship between the Parties. c. Force Majeure. Neither Party will be liable for any default or delay in the performance of its obligations under this Agreement: (a) if and to the extent such default or delay is caused by fire, flood, earthquake, elements of nature or acts of God, riots, civil disorders, war, terrorism, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party; and (b) provided the non-performing Party is without fault in causing such default or delay, and such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. The affected Party will promptly notify the other Party of the circumstances causing its delay or failure to perform and of its plans and efforts to implement a work-around solution. For as long as such circumstances prevail, the Party whose performance is delayed or hindered will continue to use all commercially reasonable efforts to recommence performance without delay. d. Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between City and Contractor concerning any use of, or in connection with the Services. No terms issued by City or appearing on any other document provided by City including without limitation any invoice, order, purchase order or acknowledgment form will have any force or effect or otherwise be binding on the Parties. If any provision of this Agreement is held invalid or unenforceable, that provision must be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the Parties and the remaining provisions will remain in full force and effect. e. Publicity. Subject to the City's prior written consent as approved by city council in each instance, Contractor may include identification (including the logo) of City as a customer on Contractor's website and marketing materials. f. Amendments. This Agreement may be amended only by a written instrument executed by duly authorized representatives of the Parties. g. Waiver. The failure of either Party to enforce any provision of this Agreement, unless waived in writing by such Party, will not constitute a waiver of that Party's right to enforce that provision or any other provision of this Agreement. h. Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement will so survive. 6 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 ExhibitC Contractor Service Level Agreement 1. Support Services a. Support Services are offered exclusively through e-mail (canto-support@canto.com) or via online Help Center ticket (https:llsupport.canto.com). b. A separate Order is required for the provision of individual "how-to" e-mails or web support, including individual training and/or consulting services in connection with the Subscription Services, support during the data migration process, and/or configuration or adaption of the Subscription Services. 2. Response and Resolution Times a. Contractor will undertake commercially reasonable efforts to address issues within the below target resolution times. b. Response times are subject to Contractor business hours: 8 am - 5 pm PT in the US (with the exception of public holidays in California) and 8 am - 5 pm CET in Europe (with the exception of public holidays in Berlin). A first response includes a personal message from one of our support agents. Severity Description Response time Target Resolutio ntime Urgent Product is down and not accessible or slowed 1 hour 4 hours after (Critical) down to such a degree that logging in or working issue verification with the product leads to constant timeouts. High A crucial part of the product (upload, download, 2 hours 24 hours after search, sharing, API) is not accessible or slowed issue verification down to such a degree that using it leads to constant timeouts. Medium A crucial part of the product (upload, download, 4 hours 6 weeks after search, sharing, API) is degraded with a issue verification workaround being available or one of our addons is not accessible or slowed down to such a degree that using it leads to constant timeouts. Low All other requests. 8 hours Contractor will consider including th e request in one of its future releases 7 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 EXHIBIT D DCMA Copyright Policy Contractor respects the intellectual property rights of others and requests the users of its services to do the same. If you believe that certain content, which appears on Contractor's cloud-based digital assets management solution (the "Service"), infringes upon copyrights that you own or represent, you may send Contractor's designated copyright agent ("Copyright Agent") a written notification, stating the location of the copyrighted work claimed to be infringed, in accordance with the provisions of the Digital Millennium Copyright Act ("DMCA"). Note that not all unauthorized uses of copyrighted materials are infringements and that Canto cannot offer any legal advice. Should you have questions, please consult an attorney. Upon your notification, Contractor will consider removing or disabling access to any such content. To be effective, your notification of claimed infringement must be a written communication provided to the Copyright Agent that includes substantially the following: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to be infringed via using the Service, or if multiple copyrighted works are covered by a single notification, a representative list of such works; 3. Identification of the material that is claimed to infringe or to be the subject of infringing activity and that access to which is to be disabled, and information reasonably sufficient to permit Canto to locate the material; 4. Information reasonably sufficient to permit Contractor to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; 5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; 6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Following receipt of your communication, Contractor may ask you to provide further or supplemental information, prior to removing any content which was displayed on the Service, as Contractor deems necessary to comply with the provisions of the DMCA. Contractor may also provide the registered user who uploaded the allegedly infringing content with your contact details, in order for that person to be able to contact you directly and communicate with you regarding your notification. Counter notification As the registered user who uploaded the allegedly infringing content, you may submit a counter notification to the Copyright Agent. To be effective, your counter notification must be a written communication provided to the Copyright Agent that includes substantially the following: 1. Your physical or electronic signature; 2. Identification of the material to which access has been disabled and the location at which the material appeared before access to it was disabled; 3. A statement under penalty of perjury that you have a good faith belief that the material was disabled as a result of mistake or misidentification of the material to be disabled; 4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address 8 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 is outside of the United States, for any judicial district in which you may be found, and that you will accept service of process from the person who provided notification or an agent of such person. In 10 business days after receipt of a counter notification, Contractor will promptly provide the person who submitted the claimed copyright infringement notification with a copy of the counter notification, and will inform that person that Contractor will replace the removed material, or cease disabling access to that material. Contractor will then replace the removed material and cease disabling access to it between 10 to 14 business days following receipt of the counter notification, unless the Copyright Agent first receives notice from the person who notified Contractor of the claimed copyright infringement that such person has filed an action seeking a court order to restrain the registered user from engaging in infringing activity relating to the material on Contractor's system or network. Repeat infringements Contractor may deny or cancel any individual use of the Service, or terminate your user account, if Contractor determines in its sole discretion that you are a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than once or a user that his or her uploaded material was removed from the Service more than once. Contractor may decide, at its sole discretion that a sufficient reason exists for the immediate termination of your account for any reason, at any time. In these case Contractor may terminate your account immediately. Contractor may notify you that it canceled your account by sending a message to the e-mail address that you provided during the registration process. Such notification will come into effect immediately. Copyright Agent Details The Copyright Agent details are: Tanya Arora, Canto Inc. +1 (415) 495-6545 DMCA@canto.com. Please note that the Copyright Agent receives DMCA notifications only. Any other matters, such as comments, requests and other messages should be referred to: canto-support@canto.com. Misrepresentations Under the provisions of the DMCA, any person who knowingly misrepresents: (1) that material is infringing, or (2) that material was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys' fees, that Canto may incur, if it is injured by such misrepresentation, as the result of its reliance upon such misrepresentation in removing or disabling access to the material claimed to be infringing. If you are unsure whether the material you are reporting is in fact infringing, or whether you are the actual rights holder, you may wish to contact an attorney before filing a notification with us. 9 Docusign Envelope ID: C157AB1E-77CA-8986-80CD-3D827C7E83A6 ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 5/13/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~=i~cT Felicia McAroy Marsh & Mclennan Agency llC rtigNJ:o Fxtl· 925-482-9300 I FAX Marsh & Mclennan Ins Agency llC IA/C Nol: 1255 Treat Boulevard #950 i~D~~SS: CertificatesBA@MarshMMA.com Walnut Creek CA 94597 INSURERISl AFFORDING COVERAGE NAIC# License#: OH18131 INSURERA: Federal Insurance Company 20281 INSURED CANTOSOFTW INSURER B: Hartford Insurance Company, The 99999 Canto Software, llC. INSURER c: ACE American Insurance Company 22667 3343 Peachtree Rd NE STE 145-2447 Atlanta GA 30326 INSURER D: Scottsdale Insurance Company 41297 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 892977161 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 TYPE OF INSURANCE ADDL SUBR POLICYEFF POLICY EXP LIMITS LTR mon -•n POLICY NUMBER IMM/DD/YVYYI IMM/DD/YVYYI A X COMMERCIAL GENERAL LIABILITY y N 35792724 5/9/2026 5/9/2027 EACH OCCURRENCE $1,000,000 ~ □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 ~ PERSONAL & ADV INJURY $1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 4 □PRO-DLoc PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N 74989377 5/9/2026 5/9/2027 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) ~ ANY AUTO BODILY INJURY (Per person) $ ~ ~ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY IPer accidentl $ A X UMBRELLA LIAB MOCCUR N N 79893421 5/9/2026 5/9/2027 EACH OCCURRENCE $2,000,000 ~ EXCESSLIAB CLAIMS-MADE AGGREGATE $2,000,000 DED I I RETENTION $ $ B WORKERS COMPENSATION N 57WECAC0713 12/31/2025 12/31/2026 X I ~-\%uTE I I OTH-ER AND EMPLOYERS" LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 g~;i~~f::S,~ On~OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Cyber Liability N N D95181375 5/9/2026 5/9/2027 $5,000,000 $50,000 Ded. D Excess Cyber Liability EKS3623041 5/9/2026 5/9/2027 Excess $5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as Additional Insured (General Liability) per the attached. Insurance is Primary and Non-Contributory. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad CA 92008-0000 ~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD