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HomeMy WebLinkAbout2022-10-18; City Council; Resolution 2022-252RESOLUTION NO. 2022-252 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AGREEMENT WITH CARTEGRAPH SYSTEMS, LLC. FOR SERVICES AND SUBSCRIPTIONS FOR ITS OPERATIONS MANAGEMENT SOFTWARE IN AN AMOUNT NOT TO EXCEED $582,032.71 WHEREAS, the City Council of the City of Carlsbad, California has determined that the most effective way to operate and support the City of Carlsbad's asset management requirements is with Cartegraph's Operation Management Software (OMS} for enterprise asset management (EAM}; and WHEREAS, the City of Carlsbad issued a Request for Proposal for a new EAM system; and WHEREAS, the City of Carlsbad currently has numerous asset management solutions in place and Cartegraph's OMS will consolidate these solutions into a single EAM system; and WHEREAS, Cartegraph will provide subscription, hosting and maintenance services for Cartegraph's OMS; and WHEREAS, funding is available in the SDTIP to fund this project and services. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1.That the above recitations are true and correct. 2.That the purchase agreement for subscription, hosting and maintenance of the OMS with Cartegraph (Attachment A} is approved and the City Manager is authorized to execute it and any other necessary procurement documents on behalf of the city. 3.That the total for the OMS with Cartegraph, LLC. shall not exceed $582,032.71 for term of five years from the date the agreement is signed. 4.That the funding for the agreement is budgeted in the fiscal year 2022-23 SDTIP Project Enterprise Asset Management and will be included in the Information Technology's annual budget requests for the appropriate years. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 18th day of October, 2022, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Acosta, Norby. None. None. �FAVIOLA MEDINA, City Clerk Services Manager (SEAL) MATT HALL, Mayor ~ City of Carlsbad, CA / 9/15/2022 City of Carlsbad, CA Cartegraph Solutions Purchase Agreement Purchase Agreement: PA-22-05179Date Prepared: 9/15/2022Date of Expiration: 11/8/2022 For any questions or assistance, please contact: Dalton GilbertSales Business Development ManagerPhone: (800) 688-2656 Mobile: +1 9096302408 Email: daltongilbert@cartegraph.com Cartegraph Systems LLC3600 Digital Drive Dubuque, IA 52003-8962 http://www.cartegraph.com Toll Free: (800) 688-2656Phone: (563) 556-8120Fax: (563) 556-8149 Page 1 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Attachment A Carte graph City of Carlsbad, CA / 9/15/2022 Purchase Agreement Cartegraph Systems LLC is pleased to present this Purchase Agreement for its world-class technology solutions. This Purchase Agreement is made and entered into between City of Carlsbad, CA (hereinafter referred to as "City of Carlsbad, CA", or "Customer") and Cartegraph Systems LLC (hereinafter referred to as "Cartegraph"),each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties("Effective Date"). This Purchase Agreement 1) will exclusively govern Customer's access to and use of Solution Subscriptions and/or Solution Services; 2) is the complete and sole understanding and agreement between the Parties, and supersedes any oral or written proposal, agreement, or other communication between the Parties; 3) may only bemodified or amended in writing as permitted herein; 4) is governed by the terms and conditions of the CartegraphSolutions Agreement (Addendum A), unless: (i) otherwise set forth herein, or (ii) there is an applicable writtenCustomer Agreement executed by the Parties that directly references this Purchase Agreement, for the Solutions referenced in this Purchase Agreement. Any inconsistency between the documents shall be resolved by giving precedence to 1) a Customer Agreement (if applicable), 2) this Purchase Agreement, and 3) the CartegraphSolutions Agreement. The term of this Purchase Agreement shall begin on the Effective Date and continue until it is terminated aspermitted herein. BY EXECUTING OR REFERENCING THIS PURCHASE AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN ANY EXHIBITS, ANDTHE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT. CUSTOMER ADDRESS:LICENSEE ADDRESS: City of Carlsbad, CA 1635 Faraday AveCarlsbad, CA92008-7314 City of Carlsbad, CA 1635 Faraday AveCarlsbad, California92008-7314 The following Addendums are attached to this Purchase Agreement and are incorporated by reference: ADDENDUM A - SOLUTIONS AGREEMENT, CITY OF CARLSBAD, CA, MODIFIED 09/15/2022 ADDENDUM B - Not UsedADDENDUM C - SOLUTIONS SUPPORTADDENDUM D - Not Used ADDENDUM E - CARTEGRAPH OMS EDITIONS ADDENDUM F - DATA PROTECTION & RETENTION POLICY REVISED 2021/11/23 Page 2 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 Investment Summary The following represents the requested Solution Subscriptions and/or Solution Services along with their related durations (Terms). Systems Integration Support line items will only be invoiced if the associated integration is implemented as part of the contract between the City of Carlsbad and Psomas Company for RFP22-6099BS Enterprise Asset Management System (Work Orders/Asset Management). Term 01 - 9/30/2022 - 9/29/2023 - Subscription No.Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 38,191.58 2 Facilities Domain DOM001 1 USD 3,096.80 3 Parks & Recreation Domain DOM004 1 USD 2,580.34 4 Sanitary Sewer Domain DOM005 1 USD 3,096.80 5 Signal Domain DOM006 1 USD 3,096.80 6 Stormwater Domain DOM007 1 USD 3,096.80 7 Transportation Domain DOM008 1 USD 4,645.20 8 Walkability Domain DOM009 1 USD 1,548.40 9 Water Distribution Domain DOM010 1 USD 3,096.80 10 OMS User OMSUSR 206 USD 19,747.00 11 Systems Integration Support Central Square Integration Support (Purchasing, Accounts Receivable, Accounts Payable, Payroll) SYITSU 1 USD 0.00 12 Systems Integration Support SYITSU 1 USD 0.00 13 Systems Integration Support SYITSU 1 USD 0.00 14 Systems Integration Support SYITSU 1 USD 0.00 15 Systems Integration Support SYITSU 1 USD 0.00 16 Systems Integration Support SYITSU 1 USD 0.00 17 Systems Integration Support SYITSU 1 USD 0.00 18 Systems Integration Support SYITSU 1 USD 0.00 19 Systems Integration Support SYITSU 1 USD 0.00 20 Systems Integration Support SYITSU 1 USD 0.00 Term 01 - 9/30/2022 - 9/29/2023 - Subscription TOTAL:USD 82,196.52 Term 02 - 9/30/2023 - 9/29/2024 - Subscription No.Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 40,139.35 2 Facilities Domain DOM001 1 USD 3,254.74 3 Parks & Recreation Domain DOM004 1 USD 2,711.94 4 Sanitary Sewer Domain DOM005 1 USD 3,254.74 5 Signal Domain DOM006 1 USD 3,254.74 Page 3 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 No.Product Code Quantity Price 6 Stormwater Domain DOM007 1 USD 3,254.74 7 Transportation Domain DOM008 1 USD 4,882.11 8 Walkability Domain DOM009 1 USD 1,627.37 9 Water Distribution Domain DOM010 1 USD 3,254.74 10 OMS User OMSUSR 206 USD 20,754.10 11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00 12 Systems Integration Support Central Square Integration Support (Purchasing, Accounts Receivable, Accounts Payable, Payroll) SYITSU 1 USD 8,000.00 13 Systems Integration Support Request Management (Rock Solid) SYITSU 1 USD 5,000.00 14 Systems Integration Support ArborAccess integration support SYITSU 1 USD 1,200.00 15 Systems Integration Support I-VU (Building Monitoring Systems) integration support SYITSU 1 USD 2,000.00 16 Systems Integration Support DigAlert: Receive/Submit Requests and Work Order Creation SYITSU 1 USD 960.00 17 Systems Integration Support Inductive Automation Ignition (SCADA) integration support SYITSU 1 USD 1,200.00 18 Systems Integration Support GraniteNet: Push Scheduled Inspections/Work Orders and CCTV Inspection Info Import integration support. SYITSU 1 USD 1,600.00 19 Systems Integration Support WACHS (Valve Turning Software) Integration Support SYITSU 1 USD 960.00 20 Systems Integration Support Fuel Systems Integration Support SYITSU 1 USD 960.00 21 Systems Integration Support Utility Billing Integration Support SYITSU 1 USD 5,000.00 Term 02 - 9/30/2023 - 9/29/2024 - Subscription TOTAL:USD 119,268.57 Term 03 - 9/30/2024 - 9/29/2025 - Subscription No.Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 41,343.53 2 Facilities Domain DOM001 1 USD 3,352.38 3 Parks & Recreation Domain DOM004 1 USD 2,793.30 4 Sanitary Sewer Domain DOM005 1 USD 3,352.38 5 Signal Domain DOM006 1 USD 3,352.38 6 Stormwater Domain DOM007 1 USD 3,352.38 7 Transportation Domain DOM008 1 USD 5,028.57 8 Walkability Domain DOM009 1 USD 1,676.19 9 Water Distribution Domain DOM010 1 USD 3,352.38 10 OMS User OMSUSR 206 USD 22,018.02 11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00 Page 4 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 No.Product Code Quantity Price 12 Systems Integration Support Central Square Integration Support (Purchasing, Accounts Receivable, Accounts Payable, Payroll) SYITSU 1 USD 8,240.00 13 Systems Integration Support Request Management (Rock Solid) SYITSU 1 USD 5,150.00 14 Systems Integration Support SYITSU 1 USD 1,235.00 15 Systems Integration Support I-VU (Building Monitoring Systems) integration support SYITSU 1 USD 2,060.00 16 Systems Integration Support SYITSU 1 USD 989.00 17 Systems Integration Support Inductive Automation Ignition (SCADA) integration support SYITSU 1 USD 1,236.00 18 Systems Integration Support GraniteNet: Push Scheduled Inspections/Work Orders and CCTV Inspection Info Import integration support. SYITSU 1 USD 1,648.00 19 Systems Integration Support WACHS (Valve Turning Software) Integration Support SYITSU 1 USD 989.00 20 Systems Integration Support Fuel Systems Integration Support SYITSU 1 USD 989.00 21 Systems Integration Support Utility Billing Integration Support SYITSU 1 USD 5,150.00 Term 03 - 9/30/2024 - 9/29/2025 - Subscription TOTAL:USD 123,307.51 Term 04 - 9/30/2025 - 9/29/2026 - Subscription No.Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 42,583.84 2 Facilities Domain DOM001 1 USD 3,452.95 3 Parks & Recreation Domain DOM004 1 USD 2,877.09 4 Sanitary Sewer Domain DOM005 1 USD 3,452.95 5 Signal Domain DOM006 1 USD 3,452.95 6 Stormwater Domain DOM007 1 USD 3,452.95 7 Transportation Domain DOM008 1 USD 5,179.43 8 Walkability Domain DOM009 1 USD 1,726.48 9 Water Distribution Domain DOM010 1 USD 3,452.95 10 OMS User OMSUSR 206 USD 22,678.56 11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00 12 Systems Integration Support Central Square Integration Support (Purchasing, Accounts Receivable, Accounts Payable, Payroll) SYITSU 1 USD 8,487.00 13 Systems Integration Support Request Management (Rock Solid) SYITSU 1 USD 5,304.50 14 Systems Integration Support SYITSU 1 USD 1,273.00 15 Systems Integration Support I-VU (Building Monitoring Systems) integration support SYITSU 1 USD 2,121.00 16 Systems Integration Support SYITSU 1 USD 1,019.00 Page 5 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 No.Product Code Quantity Price 17 Systems Integration Support Inductive Automation Ignition (SCADA) integration support SYITSU 1 USD 1,273.00 18 Systems Integration Support GraniteNet: Push Scheduled Inspections/Work Orders and CCTV Inspection Info Import integration support. SYITSU 1 USD 1,689.00 19 Systems Integration Support WACHS (Valve Turning Software) Integration Support SYITSU 1 USD 1,018.00 20 Systems Integration Support Fuel Systems Integration Support SYITSU 1 USD 1,018.00 21 Systems Integration Support Utility Billing Integration Support SYITSU 1 USD 5,304.00 Term 04 - 9/30/2025 - 9/29/2026 - Subscription TOTAL:USD 126,816.65 Term 05 - 9/30/2026 - 9/29/2027 - Subscription No.Product Code Quantity Price 1 OMS Premium OMSPRM 1 USD 43,861.35 2 Facilities Domain DOM001 1 USD 3,556.54 3 Parks & Recreation Domain DOM004 1 USD 2,963.41 4 Sanitary Sewer Domain DOM005 1 USD 3,556.54 5 Signal Domain DOM006 1 USD 3,556.54 6 Stormwater Domain DOM007 1 USD 3,556.54 7 Transportation Domain DOM008 1 USD 5,334.81 8 Walkability Domain DOM009 1 USD 1,778.27 9 Water Distribution Domain DOM010 1 USD 3,556.54 10 OMS User OMSUSR 206 USD 23,358.92 11 OMS Hosting Option (Offline Backups)HOOFBU 12 USD 6,000.00 12 Systems Integration Support Central Square Integration Support (Purchasing, Accounts Receivable, Accounts Payable, Payroll) SYITSU 1 USD 8,742.00 13 Systems Integration Support Request Management (Rock Solid) SYITSU 1 USD 5,463.00 14 Systems Integration Support SYITSU 1 USD 1,311.00 15 Systems Integration Support I-VU (Building Monitoring Systems) integration support SYITSU 1 USD 2,185.00 16 Systems Integration Support SYITSU 1 USD 1,049.00 17 Systems Integration Support Inductive Automation Ignition (SCADA) integration support SYITSU 1 USD 1,311.00 18 Systems Integration Support GraniteNet: Push Scheduled Inspections/Work Orders and CCTV Inspection Info Import integration support. SYITSU 1 USD 1,740.00 19 Systems Integration Support WACHS (Valve Turning Software) Integration Support SYITSU 1 USD 1,050.00 20 Systems Integration Support Fuel Systems Integration Support SYITSU 1 USD 1,050.00 Page 6 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 No.Product Code Quantity Price 21 Systems Integration Support Utility Billing Integration Support SYITSU 1 USD 5,463.00 Term 05 - 9/30/2026 - 9/29/2027 - Subscription TOTAL:USD 130,443.46 Summary By Term - Includes Services & Subscriptions _____________________________________________________________________________________________________________________________ Total Term 1 USD 82,196.52 Total Term 2 USD 119,268.57 Total Term 3 USD 123,307.51 Total Term 4 USD 126,816.65 Total Term 5 USD 130,443.46 Page 7 of 32 Total Term 5 USD 130,443.46 Subscription Total (5 Terms)USD 582,032.71 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 Investment Notes: •Any Customer Purchase Order, Contract, and/or Agreement must reference Cartegraph PurchaseAgreement: PA-22-05179. •Purchasing the Solutions presented herein through any alternative procurement method will require a revised price proposal which may include an associated price adjustment. •Prices may include discounts, concessions, or incentives that are only applicable to this transactionand should not be assumed for future purchases. •Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. •Prices do not include any applicable Esri ArcGIS licenses. •Prices are in U.S. Dollars ($USD). •Prices for the Initial Term are valid only if this Purchase Agreement is executed by 11/8/2022. •The preprinted terms of a purchase order or any other similar document will not apply to or modify this Purchase Agreement or any other mutually agreed upon autorenewal thereof. •Cartegraph will commit to maintaining the cost of new users licenses at $96.00 per additional user for 24 months from the date of this Agreement. •The Cartegraph license will include two (2) registrations to the 2023 CarteCon national conference. •The Cartegraph license will include one (1) complimentary “Admin Certification Training Course” registration for the Carlsbad OMS administrator to learn the ins-and-outs, tips, and best practices to make the most of the City’s investment. Page 8 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 Payment  In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph theFees as described below: DELIVERY Upon execution of this Purchase Agreement, Cartegraph will provide the Solution Subscriptions and/or Solution Services as detailed in the Investment Summary. SOLUTION SUBSCRIPTION INVOICING Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Purchase Agreement. The payment for the initial term is due upon execution of the Purchase Agreement. Payment for any subsequent renewal terms will be due in annual installments as specified herein and prior to the anniversary of the initial term in the amount(s) that follow: • Term 1: $82,196.52 • Term 2: $119,268.57 • Term 3: $123,307.51 • Term 4: $126,816.65 • Term 5: $130,443.46 •Subscription Total (5 Terms): $582,032.71 PAYMENT •All payments are due Net 30 days from date of invoice.•All payments are to be in U.S. Dollars ($USD). •For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein. Page 9 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F DocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA/ 9/15/2022 Acceptance BY SIGNING BELOW, EACH PARTY AGREES THAT 1) ITS SIGNATORY HAS THE AUTHORITY TO BIND THEIR PARTY TO THIS OBLIGATION, AND 2) THAT ALL USE AND ACCESS TO THE SOLUTION SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A) A CUSTOMER AGREEMENT (IF APPLICABLE), 8) THIS PURCHASE AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN, AND C) THE CARTEGRAPH SOLUTIONS AGREEMENT. CARTEGRAPH SYSTEMSLLC (sign here) Andrew Dingman CFO (print name/title) By: (sign here) (print name/title) APPROVED AS TO FORM: CINDIE K. MCMAHON, City Attorney BY: (JtA.Jil, k �IA, City Attorney By: ATTEST: RLSBAD, a municipal State of California SCO-fT CHADWICK City Manager � FAVIOLA MEDINA City Clerk Services Manager Page 10 of 32 ADDENDUM A: SOLUTIONS AGREEMENT City of Carlsbad, CA, Modified: 09/15/2022 This Cartegraph Solutions Agreement (“Agreement”) is a contract between Cartegraph Systems LLC, a Delaware corporation, having its principal place of business at 3600 Digital Drive, Dubuque, Iowa 52003 (“Cartegraph”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, the “Customer”). Cartegraph and Customer may be referred to in this Agreement collectively as the “parties” or individually as a “party.” Cartegraph provides certain hosted operations management and asset management solutions (the “Cartegraph Solutions” or “Solutions”). Customer desires to purchase a subscription to access and use certain of the Cartegraph Solutions for Customer’s own internal use and operations. This Agreement sets forth the terms and conditions under which Cartegraph will agree to provide Customer with a subscription to access and use those Solutions specified in written Purchase Agreements referencing this Agreement entered into by Cartegraph and Customer (each, a “Purchase Agreement”) and perform those services specified in each Purchase Agreement (the services provided by Cartegraph under this Agreement, including the services made available through the Solutions, the “Services”). All access to and use of the Solutions and the performance of all Services are subject to the terms of this Agreement. This Agreement includes any Purchase Agreement entered into by the parties referencing this Agreement and any written Addendum attached to a Purchase Agreement, including descriptions of any Solutions or Services (each, an “Addendum”), all of which are hereby incorporated into and made a part of this Agreement. Unless you later enter into any other Agreement with Cartegraph regarding the Solutions and Services, this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties, in relation to the subject matter of this Agreement. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English (US) meaning. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, THROUGH THE EXECUTION OF A PURCHASE AGREEMENT THAT REFERENCES THIS AGREEMENT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT OR ANY PURCHASE AGREEMENT, CARTEGRAPH IS NOT WILLING TO PROVIDE YOU, AS CUSTOMER, WITH ACCESS TO OR USE OF CARTEGRAPH SOLUTIONS OR SERVICES, AND YOU MUST NOT ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES. IF YOU ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND ANY PURCHASE AGREEMENT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. 1.TERM. The term of this Agreement shall begin upon the execution of an initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein, shall continue for the period of time specified in that Purchase Agreement (“Initial Term”). The execution of any subsequently added Purchase Agreement under this Agreement shall not extend the Initial Term unless otherwise expressly stated in that Purchase Agreement. Unless otherwise stated in an applicable Purchase Agreement under this Agreement, the Initial Term of this Agreement shall automatically renew for successive additional 1 year renewal periods (each, a “Renewal Term”) unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. Page 11 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 2. SOLUTIONS. 2.1 FUNCTIONALITY. The Solutions will include the functionality described in the applicable Purchase Agreement or Addendum for each Solution. Cartegraph may from time to time update, change, or revise the functionality of the Solutions, provided the functionality of the Solutions is not materially decreased from that described in the applicable Purchase Agreement or Addendum to a Purchase Agreement. 2.2 SUBSCRIPTION. Subject to the terms and conditions of this Agreement, during the term of this Agreement Cartegraph will provide Customer with a non-exclusive, non-transferable, and non-sublicensable subscription to allow employees and independent contractors of Customer (“Users”) to access and use the Solutions, solely for purposes of Customer’s own internal use and operations. If Customer has purchased a per-user subscription, as indicated in the applicable Purchase Agreement, only the finite number of subscriptions indicated in each applicable Purchase Agreement have been purchased by Customer and only that finite number of Users may access and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as indicated in the applicable Purchase Agreement, all Users associated with Customer are permitted to access and use the Solutions at any given time. In either case, the subscription applies only to the Users and does not allow access to or use of the Solutions by any affiliated entities or organizations, or any other entity unless approved in advance by Cartegraph in writing. 2.3 ACCESS. Customer may access the Solutions solely through the account established for Customer (an “Account”). Customer will be permitted to establish user identifications and passwords through which individual Users may access the Solutions through Customer’s Account (“User IDs”). Each User ID is issued to a specific User and may be used only by that User. Customer will ensure that all information about each User provided to Cartegraph in connection with establishing each User ID is accurate and complete and will maintain that information as accurate and complete throughout the term of this Agreement. Customer is and will remain solely responsible for all use of the Solutions by any User and for compliance by each User with the applicable terms of this Agreement. If Customer authorizes an independent contractor or consultant as a User, in addition to being responsible for such independent contractor’s or consultant’s actions as a User, Customer shall also require such independent contractor or consultant to agree to terms at least as protective of the Solutions as those contained in this Agreement prior to being granted access to the Solutions. Customer will ensure the security and confidentiality of each User ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions. Customer will notify Cartegraph promptly of any such unauthorized access or use of the Solutions or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Solutions through Customer’s Account or by any User (whether lawful or unlawful) and that any Services used or transactions facilitated through Customer’s Account or under any User ID will be deemed to have been completed by Customer. In no event will Cartegraph be liable for the foregoing obligations or any failure by Customer to fulfill such obligations. 2.4 RESTRICTIONS. The Solutions, the software, hardware, databases, and other technology used by or on behalf of Cartegraph to provide the Solutions (the “Cartegraph Technology”), and their structure, organization, and underlying data, information, and source code, constitute valuable trade secrets of Cartegraph and its licensors. As a condition to the use of and access to the Solutions, Customer will not, and will not permit any User or other third party to: (a) access or use the Solutions except as expressly permitted by this Agreement; (b) access or use the Cartegraph Technology directly, except through the Solutions as expressly provided in this Agreement; (c) use the Solutions in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or impair the Cartegraph Technology; (d) use automated scripts to collect information from or otherwise interact with the Cartegraph Technology; (e) alter, modify, reproduce, create derivative works of the Cartegraph Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of Customer’s rights to access or use the Solutions or any Service to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the Page 12 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F source code or method of operation of or any trade secrets embodied in the Cartegraph Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Cartegraph Technology; (i) use the Cartegraph Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining, or competitive purposes; or (j) interfere in any manner with the operation or hosting of the Cartegraph Technology. 2.5 THIRD PARTY OFFERINGS. Customer agrees and acknowledges that certain portions of the Solutions may be provided by third-party providers (“Third-Party Offerings”). Customer’s access to and use of any Third-Party Offering is also subject to any other agreement separate from this Agreement that Customer may enter into (or may have entered into) relating to those Third-Party Offerings (“Third Party Terms”). In addition to the terms of this Agreement, access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement, any applicable Third-Party Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Terms. Except as expressly set forth in any Third-Party Terms, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Offerings. 3.SERVICES. If Customer enters into a Purchase Agreement, including any applicable Addendum specifying any of the following Services, Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the term of this Agreement. All such Services are provided subject to the terms and conditions of this Agreement. Cartegraph has no obligation to provide any of the following Services unless specified in a Purchase Agreement or Addendum to this Agreement. 3.1 ON-SITE INSTALLATION SERVICES. Cartegraph will provide Customer with deployment and installation Services for the Solutions if indicated in a Purchase Agreement (“On-Site Installation Services”). On-Site Installation Services will be subject to scheduling in cooperation with Customer. Customer will provide all equipment and hardware stated in such Purchase Agreement, and any additional equipment and hardware reasonably necessary for the operation of the Solutions. Customer shall be responsible for maintaining the equipment and hardware, which shall include providing sufficient resources (e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to properly operate. Cartegraph’s warranties and indemnification obligations contained in this Agreement shall be limited to the extent that such obligation arises from Customer’s equipment and hardware. Customer shall coordinate with Cartegraph to provide Cartegraph with the level of access to the equipment and hardware to perform On-Site Installation Services and any other Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase Agreement, then all access by Cartegraph to the equipment and hardware shall be remote access. Unless otherwise specified in a Purchase Agreement, Cartegraph shall have no obligation to perform the On-Site Installation Services, or any other Services, on Customer’s premises. If Cartegraph determines that it is necessary to perform any Services on Customer’s premises, Cartegraph shall first receive approval from Customer prior to performing such Services on Customer’s premises. Cartegraph shall have no responsibility to Customer for any liability to the extent that such liability arises from Customer’s failure to provide Cartegraph sufficient or timely access to the equipment or hardware. Customer understands that Customer does not receive any rights to the Cartegraph Technology separate and apart from Customer’s right to access the Solutions installed on-site by Cartegraph as described in this Agreement. If Customer requires additional rights to access the Solutions, Customer shall obtain Cartegraph’s prior written consent. Upon termination or expiration of this Agreement, Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Technology then in Customer’s possession or control and certify in writing signed by an officer of Customer that it has fully complied with the foregoing obligations. 3.2 SUPPORT SERVICES. Cartegraph will provide Customer with support services for the solutions as specified in Addendum C as attached to the Purchase Agreement (“Solutions Support”). Page 13 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 3.3 FIELD SERVICES. Cartegraph will provide Customer with the field implementation Services for the Solutions as specified in Addendum B if such Addendum is attached to a Purchase Agreement (“Field Services”). Field Services will be subject to scheduling in cooperation with Customer. 3.4 Not used. 3.5 PROFESSIONAL SERVICES. Cartegraph will perform any additional professional Services relating to the Solutions (“Professional Services”) if specified in any written statement of work mutually agreed to by both parties under this Agreement. Cartegraph will perform all Professional Services at the rates for those Professional Services set forth in each applicable statement of work, or, if no rates are set forth in an applicable statement of work, at Cartegraph’s then-current rates for those Professional Services. Professional Services shall be performed during the working hours stated in the statement of work applicable to those Professional Services, or, if no working hours are stated, the Professional Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays. 4.SOFTWARE. Cartegraph may provide Customer with software in connection with the Solutions (“Software”). Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this Agreement that Customer has entered into (or may enter into) with Cartegraph (a “Software License Agreement”), Cartegraph grants Customer a limited, non-exclusive, non-transferrable, non-assignable, license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer’s own internal use and operations in connection with Customer’s access to and use of the Solutions. Except as expressly set forth in the foregoing sentence (or any applicable Software License Agreement), Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software, and Customer may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software without the prior written permission of Cartegraph. Except as set forth in this Agreement, the terms of any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. Customer agrees that use of the Software is limited as described in the Purchase Agreement, as either: (1) Browser Based User – Each browser-based User is defined by User ID; or For Server Software – One copy of Software for each server. Customer agrees that Cartegraph may audit Customer’s Software usage remotely or on-site upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. Cartegraph and its licensors will not be responsible to Customer for loss of use of any Software or for any other liabilities arising from alterations, additions, adjustments, or repairs which are made to any Software by Customer or other third parties. Cartegraph reserves the right to terminate the licenses granted to any Software or any Services provided in connection with that Software upon written notice to Customer if any such alteration, addition, adjustment, or repair adversely affects Cartegraph’s ability to render Services. 5. FEES AND PAYMENT. 5.1 FEES. Customer agrees to pay Cartegraph all fees specified in any Purchase Agreement and as otherwise specified in this Agreement (“Fees”). 5.2 PAYMENT. All Fees will be invoiced in advance in accordance with the terms applicable to such Fees. If no terms for an applicable Fee are set forth in the applicable Purchase Agreement, such Fees will be invoiced on a monthly basis following the end of the month in which they were incurred. All Fees as set forth on each invoice issued by Cartegraph under this Agreement will be due and payable by Customer in immediately available U.S. funds within 30 days of the date of invoice. If Customer has not made payment within 30 days of the date of invoice, Customer shall be in default. Customer’s default will constitute sufficient cause for Cartegraph to Page 14 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F suspend Customer’s access to the Solutions or any Services upon notice to Customer. All Fees will be non-refundable once paid to Cartegraph (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If Cartegraph requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for those expenses. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement. 5.3 TAXES. The Fees do not include any local, state, provincial, federal or foreign taxes, levies, assessments, duties, or other governmental charges of any kind or nature, including, without limitation, any value-added tax (VAT), stamp or other similar tax, social security (or local equivalent), state or regional tax, or income or other federal tax (“Taxes”). Customer is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Cartegraph's net income. If Cartegraph is found or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.4 FEE INCREASES. Beyond the final Term of this Agreement, Cartegraph may increase the Fees applicable to Customer to the then-current prices for the next Renewal Term by providing notice of such increase at least 60 days before the beginning of such Renewal Term. If after receiving such notice Customer wishes not to renew the Agreement for the next Renewal Term, Customer must provide written notice to Cartegraph of Customer’s intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. Fees will not increase more than 5% from the Initial Term included in this Purchase Agreement. 5.5 EXPENSES. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 6. TERMINATION. 6.1 TERMINATION FOR CAUSE. Either party may terminate this Agreement immediately upon notice to the other party if the other party: (a) materially breaches this Agreement and fails to remedy such breach within 30 days after receiving notice of the breach from the other party; (b) materially breaches this Agreement in a manner that cannot be remedied; or (c) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business. 6.2 SERVICE DISCONTINUANCE. If Cartegraph at any time discontinues offering any Solutions or any Services to new customers, Cartegraph will give Customer reasonable advance notice of such discontinuation. Upon such date of discontinuation, Cartegraph will have the right to terminate this Agreement as to those Solutions or Services upon notice to Customer. As of the date of termination, Cartegraph will credit to Customer, on a pro-rated basis, any pre-paid Fees under this Agreement and Cartegraph shall have no further obligation to provide the Solutions or any Service under this Agreement. 6.3 SUSPENSION. Without limiting Cartegraph’s right to terminate this Agreement, Cartegraph may suspend Customer’s access to the Solutions or any Services upon notice to Customer following any breach of this Agreement if deemed reasonably necessary by Cartegraph to prevent any damage, injury, or harm to Cartegraph, the Cartegraph Technology, any other Cartegraph customer, or any third party. Page 15 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 6.4 EFFECT OF TERMINATION. All Purchase Agreements shall terminate immediately upon termination of this Agreement. Upon termination or expiration of this Agreement for any reason, and following any applicable Transition Period: (a) Cartegraph may cease providing access to all Solutions and Services under this Agreement; (b) all subscriptions and other rights and licenses granted to Customer under this Agreement will terminate; (c) Customer will immediately cease all use of and access to all Solutions and Services; (d) all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Cartegraph; (e) Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Data and Cartegraph Confidential Information (each as defined below) then in Customer’s possession or control; and (f) Cartegraph will either return to Customer or, at Customer's discretion, destroy any Customer Data and Customer Confidential Information) then in Cartegraph’s possession or control. The following Sections will survive termination or expiration of this Agreement for any reason: 5 (Fees and Payment), 6.4(Effect of Termination), 7 (Ownership), 10 (Disclaimer), 11 (Indemnification), 12 (Limitation on Liability), 14 (Confidentiality), 15 (Governing Law), 16 (Non-Solicitation), 17 (Force Majeure), 18 (Notice), and 19 (Additional Terms). 6.5 TRANSITION SERVICES. Except in the case of a termination under Section 6.1 by Cartegraph, at any time prior to the effective date of any termination or expiration of this Agreement, Customer may request that Cartegraph continue to provide Customer with any Services then provided under this Agreement for purposes of transitioning and migrating Customer off of the Solutions (“Transition Services”). Upon such request, the parties will develop a mutually agreed to transition plan describing the Transition Services and each party’s respective obligations in connection with the transition and migration of Customer off of the Solutions (“Transition Plan”). Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180 days following termination or expiration of this Agreement (the “Transition Period”). Customer will compensate Cartegraph for all Transition Services at rates specified in the Transition Plan or, if no rates are agreed upon by the parties prior to the performance of the Transition Services, at Cartegraph’s then current rates for the Services. All Transition Services will otherwise be subject to the terms of this Agreement. 7. OWNERSHIP. Cartegraph retains all right, title, and interest in and to the Solutions, Cartegraph Technology, Cartegraph Data, any additions, improvements, updates, new versions, or other modifications thereto created by either party, whether or not through the Services, alone, jointly, or with any third party, and all IPR (as defined below) therein and related thereto. Customer does not receive any ownership interest in or to any of the foregoing, and no right or license is granted to Customer to use any of the foregoing apart from Customer’s right to access and use the Solutions under this Agreement. Customer will perform all acts reasonably necessary to assist Cartegraph in perfecting and defending Cartegraph’s ownership interest in any of the foregoing. Without limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to provide Cartegraph with the ownership rights set forth in this Section. All names and logos associated with the Solutions and other Services are trademarks of Cartegraph (or its third-party providers) and no right or license is granted to Customer to use them. Any rights not expressly granted to Customer hereunder are reserved by Cartegraph. Customer will not remove or alter any proprietary rights legend on the Solutions, Cartegraph Technology, or Cartegraph Data. For purposes of this Agreement, “IPR” means any and all intellectual property and other proprietary rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in data and databases, and contract rights. 8.DATA. 8.1 CUSTOMER DATA. As between Customer and Cartegraph, Customer retains ownership of all data, information, and other content provided to Cartegraph or through the Solutions by or on behalf of Customer (“Customer Data”). Customer is responsible for all Customer Data, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Customer will obtain and maintain all authorizations, approvals, permissions, and other rights necessary for Cartegraph to use and process all Customer Data in the performance of the Page 16 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Services and any other obligations of Cartegraph under this Agreement. Cartegraph will maintain an adequate back-up of all Customer Data as expressly defined in Cartegraph’s Data Retention Policy. Cartegraph will not be responsible or liable for any deletion, correction, destruction, damage, or loss resulting from Customer actions. Any suggestions, comments and/or feedback provided by Customer or its Users in regard to the Solution are not Customer Data and all information or intellectual property rights therein or relating thereto are and shall remain the exclusive property of Cartegraph or its third-party licensors. Customer Data shall not include any confidential personally identifiable information. The service provider shall permit its personnel and contractors to access Customer Data remotely only as required to provide technical support. 8.2 CARTEGRAPH DATA. As between Cartegraph and Customer, Cartegraph retains ownership of all data, information, and other content provided to Customer through the Solutions and the other Services, excluding any Customer Data (“Customer Data”). Subject to the terms of this Agreement, Customer may access the Cartegraph Data without modification solely for Customer’s own internal business purposes in connection with Customer’s use of and access to the Solutions. Cartegraph uses commercially reasonable measures to ensure the accuracy and reliability of all Cartegraph Data, but except as expressly provided herein Cartegraph will not be responsible for any erroneous data, information, or content provided through the Solutions. Except as expressly provided in this Agreement, Customer is granted no rights in or to the Cartegraph Data. 8.3 DATA SECURITY. Cartegraph shall establish and maintain during the term an information security policy providing for reasonable administrative, technical, physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Customer Data in the possession or control of Cartegraph, which safeguards and measures are compliant with applicable federal, state, provincial, or local laws, rules, and regulations (“Laws”). Customer will establish and maintain during the term reasonable and appropriate administrative, technical, and physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Cartegraph Data in the possession or control of Customer, which safeguards and measures are consistent with applicable Laws. Each party will promptly notify the other party of any data security breach or similar incident that has, or might have, compromised the privacy or security of any Customer Data or, in the case of Customer, any Cartegraph Data in the possession or control of such party. Each party will indemnify and hold harmless the other party from and against any damages or losses asserted against or incurred by the other party arising out of or related to a breach of a party’s data security obligations. 8.4 DATA PRIVACY. Cartegraph may use and disclose data and information collected through the operation of the Solutions solely as described in this Agreement and in Cartegraph’s then-current privacy policy applicable to the Solutions. Notwithstanding anything to the contrary in the privacy policy, Cartegraph will have the right to collect and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s access to and use of the Solutions. To the extent any such non-personal information is collected or generated by Cartegraph, the data and information may be used by Cartegraph, or its permitted service providers, for any lawful business purpose, provided that the data and information is used only in an aggregated form, without directly identifying Customer, or any other User, as the source thereof. 9. REPRESENTATIONS AND WARRANTIES. 9.1 GENERAL. Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the term hereof, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) the performance of its obligations under this Agreement does not and will not violate any Law applicable to such party’s performance, any rights of any third party, or any agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement. Page 17 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 9.2 PERFORMANCE. During the term of this Agreement, Cartegraph represents and warrants to Customer that Cartegraph will use commercially reasonable efforts to maintain and verify that the Solutions operate in accordance with the applicable documentation for the Solutions provided to Customer by Cartegraph and in accordance with any other levels of performance specified in this Agreement or applicable Purchase Agreement. Cartegraph’s sole obligation and Customer’s sole and exclusive remedy in the event of any failure of the Solutions to comply with any such performance levels will be for Cartegraph to, at its option: (a) remedy the failure or re-perform the affected Services; or (b) refund Customer the portion of any Fees applicable to the portion of the Solutions subject to the failure. 9.3 NON-INFRINGEMENT. Cartegraph represents and warrants to Customer that the use by Customer of the Solutions during the term and in accordance with this Agreement (the “Covered Services”) will not infringe any third party U.S. patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S. As Cartegraph’s sole obligation and Customer’s sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence, Cartegraph will defend Customer against any such failure as set forth in Section 11.2. 10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS AND ALL SERVICES UNDER THIS AGREEMENT, AND ALL CARTEGRAPH DATA PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE” AND CARTEGRAPH AND ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARTEGRAPH, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 11. INDEMNIFICATION. 11.1 GENERAL. Each party (the “Indemnifying Party”) will defend the other party and its officers, directors, employees, and agents (its “Related Parties”) from and against any claim, allegation or action (any “Action”) brought against the other party or one of its Related Parties by a third party (other than by the other party itself or another of its Related Parties) to the extent relating to, resulting from, or arising out of the gross negligence or willful misconduct of the Indemnifying Party in the performance (or failure to perform) any of its obligations under this Agreement. The Indemnifying Party will further pay those losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys' fees and court costs) (“Losses”) finally awarded against the other party or one of its Related Parties in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.2 NON-INFRINGEMENT. Cartegraph will defend Customer from and against any Action brought against Customer by a third party (other than a Customer Related Party) that the use by Customer of the Covered Services infringes any U.S. patent, or copyright or misappropriates any trade secret in existence under any Laws of any state within the U.S. Cartegraph will pay those Losses finally awarded against Customer in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. If Customer is, or Cartegraph reasonably believes Customer may be, enjoined from using any Covered Service due to an Action covered by this Section, Cartegraph may procure the right for Customer to continue using the Covered Service, replace or modify the Covered Service so that it becomes non-infringing, or terminate this Agreement and provide Customer a refund of any pre-paid amounts applicable to the Covered Service (if any). Cartegraph will have Page 18 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F no obligation under this Section or otherwise with respect to any Action or Losses in the case of: (a) any use of any Covered Service other than by Customer; (b) any use of any Covered Service not under and in accordance with this Agreement; (c) any use of any Covered Service in combination with products, equipment, services, processes, software, data or information not supplied by Cartegraph; or (d) any modification of or enhancement to any Covered Service other than by Cartegraph. This Section constitutes Cartegraph’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation of IPR or any other rights relating to the solutions. 11.3 BY CUSTOMER. Customer will defend Cartegraph and its Related Parties from and against any Action brought against Cartegraph or one of its Related Parties by a third party (other than by Cartegraph or another Cartegraph Related Party) to the extent relating to, resulting from, or arising out of any: (a) any violation of any Law caused by the use of or access to the Solutions by Customer; or (b) any claim or allegation by a User or other third party relating to use of or access to the Solutions or any Services by Customer. Customer will only pay those Losses finally awarded against Cartegraph in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.4 CONDITIONS. All obligation of each party to defend or indemnify the other party or any Related Party under this Agreement are conditioned upon the party seeking defense or indemnification (the “Indemnified Party”) providing the other party with: (a) prompt notice of any such claim for indemnification or defense after receiving notice thereof; (b) sole control over the defense and settlement of such claim, provided that any settlement that will require the other party to assume any liability other than the payment of monies will be subject to the other party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the indemnifying or defending party’s expense). 12. LIMITATION ON LIABILITY. IN NO EVENT WILL CARTEGRAPH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS AGREEMENT, INCLUDING THE USE OF OR ACCESS TO THE SOLUTIONS OR ANY SERVICES OR THE CARTEGRAPH TECHNOLOGY (OR ANY CARTEGRAPH DATA), EVEN IF CARTEGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. CARTEGRAPH’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTIONS, AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CARTEGRAPH’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13. INSURANCE. Cartegraph will obtain and maintain for the duration of this Purchase 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 Cartegraph or Cartegraph’s employees. 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 Page 19 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 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. 13.1 Coverage and Limits. Cartegraph will maintain the types of coverage and limits indicated below unless the Customer’s Risk Manager or City Manager approves a lower amount. These amounts of coverage will not constitute any limitations or cap on Cartegraph’s indemnification obligations under this Agreement. Customer, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Cartegraph pursuant to this Purchase Agreement are adequate to protect Cartegraph. If Cartegraph believes that any required insurance coverage is inadequate, Cartegraph may obtain such additional insurance coverage, as Cartegraph deems adequate, at Cartegraph’s sole expense. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 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. 13.1.2 Automobile Liability. (if the use of an automobile is involved for Cartegraph’s work for Customer). $1,000,000 combined single-limit per accident for bodily injury and property damage. 13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code or the equivalent statutory coverage for their home state. 13.1.4 Professional Liability. Errors and omissions liability appropriate to Cartegraph’s profession with limits of not less than $1,000,000 aggregate. Coverage must be maintained for a period of one year following the date of completion of the work. 13.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 aggregate. 13.2 Additional Provisions. Cartegraph will ensure that the policies of insurance required under this Purchase Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 The Customer will be added as an additional insured on Commercial General Liability which shall provide primary coverage to the Customer. 13.2.2 Cartegraph will obtain occurrence coverage, excluding Professional Liability and Cyber Insurance, which will be written as claims-made coverage. 13.2.3 This insurance will be in force during the life of this Purchase Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Customer pursuant to the Notice provisions of this Purchase Agreement. 13.3 Providing Certificates of Insurance and Endorsements. Following Customer’s execution of this Purchase Agreement, Cartegraph will furnish certificates of insurance and any applicable endorsements to Customer. 14. CONFIDENTIALITY. 14.1 PROTECTION. The parties expect to share information with each other related to the business and activities identified in this Agreement (“Purpose”). Each party (the “Receiving Party”) may from time to time receive or otherwise obtain data or information regarding the business, finances, services, or technology of the other party (the “Disclosing Party”), including, without limitation, technical, advertising, marketing, sales, financial, pricing, employee, customer, and planning information, or any other information that by its very nature the Receiving Party should know is confidential (“Confidential Information”). The Receiving Party will not use any Page 20 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or permitted contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care. 14.2 CONFIDENTIAL OR PROPRIETARY INFORMATION. Confidential Information means all trade secrets or proprietary information conveyed by one party to the other as defined below. Each party will hold in confidence, and will not disclose to any unauthorized personnel, any Confidential Information of the other party. Each party will use such Confidential Information only for the Purpose for which it is intended. Each party deems all software and related documentation provided by the other party to be Confidential Information. For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information,invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts,reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software,source code, object code, flow charts, databases, inventions, information and trade secrets; AND (a) anyinformation marked “Confidential” or “Proprietary” or the like; and (b) any other information that shouldreasonably be recognized by Receiving Party as Confidential Information of the Disclosing Party. ConfidentialInformation need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to bedesignated Confidential Information. Information which is orally or visually disclosed by one party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing party if: (a)it would be apparent to a reasonable person, familiar with the business of the releasing party and theindustry in which it operates, that such information is of a confidential or proprietary nature; or (b) Thereleasing party, within thirty (30) days after such disclosure, delivers to the receiving party a written documentdescribing such information and referencing the place and date of such oral, visual, or written disclosure, andthe names of receiving party personnel to whom such disclosure was made. Each party agrees not to use any confidential or proprietary information received by it under this Agreement for any purpose other than the Purpose. Except as otherwise permitted hereunder, each party agrees not to disclose any Confidential Information received by it under this Agreement to any third party, corporation, or other entity without the prior written consent of the other party and shall limit its disclosure to its employees having a need to know such information. Each party will adopt and maintain programs and procedures which are reasonably calculated to protect confidential or proprietary information, and will be responsible to the other party for any unauthorized disclosure or misuse of confidential or proprietary information which results from a failure to comply with this provision. Each party will promptly report to the other party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by and at the expense of the offended party to prevent, control, or remedy any such violation. 14.3 LIMITATION ON OBLIGATIONS. The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make suchdisclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party becomes,generally available to the public. The Receiving Party may disclose the Confidential Information of theDisclosing Party if compelled or required to do so by a court of competent jurisdiction or other governmental Page 21 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F entity having jurisdiction over the Receiving Party, provided that the Receiving Party provides the Disclosing Party with notice of such requirement and provides reasonable assistance to the Disclosing Party in any attempts to contest such disclosure or obtain a protective order or other applicable limitation with respect to such disclosure. In any event, the Receiving Party will be entitled to receive payment of its expenses and costs actually incurred in responding to such disclosure request and will disclose only such portion of any Confidential Information as it is legally compelled or required to disclose. 14.4 OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY Each party is, and will remain, the exclusive owner, or is the authorized agent of the owner, of its software and other Confidential Information. All patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with the party. No license or conveyance of any such rights to the other party is granted or implied under this Agreement. Use, examination, reproduction, copying, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of a party’s software is strictly prohibited except as provided for under this Agreement. 14.5 RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations. 15. GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the state/province where the Customer has its principal place of business. Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state/provincial court in the state/province where the Customer has its principal place of business, and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts. 16. NON-SOLICITATION. During the term of this Agreement and for a period of 12 months thereafter, Customer will not, directly or indirectly, for itself or on behalf of or in conjunction with any other third party, solicit, induce, hire, contract with, or engage the employment of an employee of Cartegraph, unless Customer: (1) obtains the prior written consent of Cartegraph, as applicable; and (2) pays Cartegraph as applicable a fee to be mutually agreed upon. If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph, Customer shall pay as damages 2 times the then yearly salary of the employee in question. The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind but as reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph. 17. FORCE MAJEURE. Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure”). If the performance of any obligation under this Agreement by either party is prevented, restricted or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such Force Majeure event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of non-performance and will continue performance hereunder with dispatch whenever such causes are removed. Page 22 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 18.NOTICE. All notices, reports, consents, authorizations and approvals to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) facsimile transmission, provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party. 19.BUSINESS LICENSE. Cartegraph will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 20. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer’s access to and use of the Solutions and all Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties. Except as expressly set forth in this Agreement, this Agreement may be modified or amended only in writing signed by both parties. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned without the prior written approval of Cartegraph. Any assignment in violation of the foregoing will be null and void. Cartegraph may assign this Agreement to any party that assumes Cartegraph’s obligations hereunder, including by sale, merger, consolidation, or operation of law or otherwise. Cartegraph may subcontract its obligations under this Agreement, provided that Cartegraph remains responsible for compliance with the applicable terms of this Agreement as to those obligations. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers', and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that party may be entitled. Customer gives Cartegraph permission to use Customer’s name or logo for public press releases and customer stories. Cartegraph provides the Solutions, including related software and technology, for federal government end use as a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through227.7202-4, as applicable, the Solutions are provided to the Customer with only those restricted rights asprovided under the terms and conditions of this Agreement. If a government agency has a need for rights notconveyed under these terms, it must negotiate with Cartegraph to determine if there are acceptable terms fortransferring such rights, and a mutually acceptable written addendum specifically conveying such rights mustbe included in any applicable contract or agreement. Page 23 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 ADDENDUM C Solutions Support As part of the annual Solution Subscription fee identified in the above Investment Summary, Customer will receive the following support for the duration of the paid subscription Term. TECHNICAL SUPPORT 1.Campus – www.cartegraph.com/campusOur User Assistance area is a convenient and easily shareable resource designed to help you and your co-workers better understand the functions and capabilities of your Cartegraph Solutions. Instantly access user tips, step-by- step guides, videos, and more. 2.Dedicated, Unlimited, Toll-free Phone Support - 877.647.3050 and Live ChatWhen questions need answers and difficulties arise, count on our industry- leading Support team toprovide the guidance and assistance you need. Live Chat is available within the product or through Campus. Reach us as often as you need Monday-Friday, 7:00 am-7:00 pm CT. 3.Secure, Live Remote SupportIf your challenge requires a more hands-on approach, we have the remote support tools to fix it. Letone of our Support Team members directly interact with your system to find a fast, effective solution. TRAINING & EDUCATION SUPPORT 1.Convenient Online ResourcesAll the information you need, one click away. Take advantage of online training opportunities, tutorialvideos, upcoming event information, and more. 2.Customer Led User Groups Meet and network with similar Cartegraph users in your region. Customer led User Groups allow you to find out what other organizations are doing to get more from their Cartegraph solutions andservices. RELEASES & UPGRADES 1.New Releases Be the first to know about all new Cartegraph releases, enhancements, and upgrades. Cartegraph iscontinuously innovating and enhancing the Cartegraph OMS collection of products and as a customerwith an active subscription, you will receive each new release of the software. 1.Your cloud-hosted site will be automatically upgraded by our System Consultants after the release is available. This way, you'll experience increased system performance while gaining timely access to the latest features and functionality. 2.For your on-Premises Installation, our Technical Consultants will work with your organization'sIT staff to receive the latest software release in a timely manner. This way, you'll experienceincreased system performance while gaining prompt access to the latest features and functionality 2.Service PacksA Service Pack consists of lower-severity bug fixes and/or small platform updates. 1.If required, cloud-hosted sites will receive Service Packs as needed. These Service Packsare installed by the Cartegraph System Consultants. 2.On-premises customers that contacted Cartegraph Technical Support about an issue that is resolved with the Service Pack, will be provided the service pack for installation. These on- Page 24 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 premises customers can then schedule a time to install the Service Pack with our TechnicalSupport team 3.Hot Fixes If an issue is determined to be a defect and falls outside the standard release cycle, Cartegraph willissue a hot fix and provide application specialists with detailed levels of product knowledge to workwith you in achieving a timely and effective resolution. Cartegraph will provide the Support Services only to Customer, provided that Cartegraph reserves the right to contact any third party as necessary to facilitate the delivery of Support Services or other services relating to the Solutions. Said support applies only to the most current version of the product and the previous version insuccession. All Support Services are dependent upon the use by Customer of the Solutions in accordance with Cartegraph'sdocumentation and specifications. Cartegraph is under no obligation to modify the Solutions so that the modified Solutions would depart from Cartegraph's published documentation and specifications for such Solutions. Page 25 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 ADDENDUM E Cartegraph OMS Editions Cartegraph OMS supports customers in the operation, maintenance, and management of the following asset domains. By employing these features as applicable, customers can effectively manage and report on the assets that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time this document was prepared, which are subject to change. Essentials Pro Plus Premium Dashboard / Home Screen Included Included Included Included User Management Included Included Included Included Role Management Included Included Included Esri GIS Integration Included Included Included Included Report Viewer Included Included Included Included Library Management Included Included Included Included Standard KPI / ROI gadgets Included Included Included Included Esri Identity-Ready Included Included Included Included Structure Manager Included Included Included Layout Manager Included Included Included Import / Export Included Included Included Record Filter Administration Included Included Included Container / Component Included Included Included Included Embedded Maps Included Included Included Included Report Designer Included Included Included Integration Toolkit Option Option Included Cartegraph for Zapier Option Option Included Included Automation Manager Included Included Notification Manager Included Included Included Routing – Esri Identity Required Included Included Included Included Geocode Options- Esri Identity Required Included Included Included Included Work Task Management Included Included Included Included Page 26 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F City of Carlsbad, CA / 9/15/2022 Work Orders Included Included Task Calendar Included Included Included Included Scenario Builder Option Included Request Request Management Required w/ SeeClickFix Included Included Included SeeClickFix Option Option Option Option Internal Requests Option Included Included Resources Resource Management (LEMV)Included Included Included Included Advanced Material Management Option Included Fleet Management Option Included Included Assets Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container / Component Included Included Included Included Preventative Maintenance Plans Included Included Included Asset Condition Manager / AdvancedInspections Required w/ Fleet Mgmt.Included Included Asset Builder Option Option Included Page 27 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F 3600 Digital Drive Dubuque, IA 52003 phone: (800) 688-2656 fax: (563) 556-8149 Rev. 2021.11.23 Cartegraph Systems LLC DATA PROTECTION & RETENTION POLICY SOC 2 Criteria: CC6. l, CC6.5, CC6.7, CC9.1, Al.2 ISO 27001 Requirements: 6.2 ISO 27001 Annex A: A.8.2.3, A.8.3.1, A.8.3.2, A.8.3.3, A.12.1.1, A.12.4.1, A.12.4.2, A.12.4.3, A.12.4.4, A.13.2.1, A.13.2.2, A.13.2.3, A.18.1.3 PURPOSE This policy outlines the requirements, technical controls, and procedures Cartegraph has implemented to protect the confidentiality, integrity, and availability of both Cartegraph and Customer data for solutions that are hosted by Cartegraph. SCOPE Cartegraph hosted production systems that create, receive, store, or transmit Cartegraph customer data (hereafter "Production Systems") must follow the requirements and guidelines described in this policy. EXCLUSION This policy is related solely to solutions hosted by Cartegraph. On-premise implementations of Cartegraph solutions are not covered by this policy. On-premise Customers have sole responsibility related to the policies, requirements, technical controls, and procedures identified herein. BACKGROUND Cartegraph takes the confidentiality and integrity of its customer data very seriously and strives to assure data is protected from unauthorized access and is available when needed. POLICY Data Retention: Customer data is retained for as long as the account is in active status. Data enters an "expired" state when the account is voluntarily closed. Expired account data will be retained for fourteen (14) days. After this period, the account and related data will be removed. Customers that wish to voluntarily close their account should download their data manually by requesting a backup from Cartegraph. If a customer account is involuntarily suspended, then there is a ninety (90) day grace period during which the account will be inaccessible but can be reopened if the customer meets their payment obligations and resolves any terms of service violations. If a customer wishes to manually backup their data in a suspended account, then they must ensure that their account is brought back to good standing so that the user interface will be available for their use. After ninety (90) days, the suspended account will be closed and the data will enter the "expired" state. It will be permanentlyremoved fourteen (14) days thereafter (except when required by law to retain). Data Protection: Cartegraph policy requires that: •Data must be handled and protected according to its classification requirements and following approvedencryption standards, if applicable. •Whenever possible, store data of the same classification in a given data repository and avoid mixingsensitive and non-sensitive data in the same repository. Security controls, including authentication,authorization, data encryption, and auditing, should be applied according to the highest classification ofdata in a given repository. •Employees shall not have direct administrative access to production data during normal businessoperations. Exceptions include emergency operations such as forensic analysis and manual disasterrecovery. Page 28 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Cartegraph Rev. 2021.11.23 Cartegraph Systems LLC •All Production Systems must disable services that are not required to achieve the business purpose or function of the system. •All access to Production Systems must be logged. •All Production Systems must have security monitoring enabled, including activity and file integritymonitoring, vulnerability scanning, and/or malware detection, as applicable. Data Backup: Cartegraph policy requires that: •Data should be classified at time of creation or acquisition according to the Data Classification Policy •An up-to-date inventory and data flow map of all critical data are maintained. •All business data should be stored or replicated into a company-controlled repository, including data onend-user computing systems. •Data must be backed up according to its level defined in Data Classification Policy. •Data retention period must be defined and comply with any and all applicable regulatory and contractual requirements. More specifically, o Data and records belonging to Cartegraph customers must be retained per Cartegraph product terms and conditions and/or specific contractual agreements. o By default, all security documentation and audit trails are kept for a minimum of seven years, unless otherwise specified by Cartegraph's Data Classification Policy, specific regulations, or contractualagreement. DATA PROTECTION IMPLEMENTATION AND PROCESSES Access: Cartegraph employee access to production is guarded by an approval process and by default is disabled. When access is approved, temporary access is granted that allows access to production. Production access is reviewed by the security team on a case by case basis. Backup and Recovery: Complete backups are performed every night, with incremental backups every fifteen (15) minutes, to assure that data remains available when it's needed and in the case of a disaster. Cartegraphstores Customer data in a secure production account in AWS, using a combination of AWS S3, snapshotsand EBS volumes. By default, Amazon S3 provides durable infrastructure to store important data and isdesigned for durability of 99.999999999% of objects. Cartegraph performs automatic backups of all customer and system data to protect against catastrophic loss due to unforeseen events that impact the entire system. An automated process will back up all data to a separate region in the same country (e.g. US East to US West). The backups are encrypted in the same way as live production data. Backups are monitored and alerted by SQL backup process. Backup failures trigger an incident by alerting the Security Officer. Cartegraph retains customer backups for fourteen (14) days. Confidentiality/Non-Disclosure Agreement (NDA): Cartegraph uses confidentiality or non-disclosure agreements to protect confidential information using legally enforceable terms. NDAs are applicable to both internal and external parties. NDAs will have the following elements: •Definition of the information to be protected. •Duration of the agreement. •Required actions upon termination of agreement. •Responsibilities and actions to avoid unauthorized disclosure. •Ownership of information, trade secrets and intellectual property. •Permitted use of the confidential information and rights to use information. •Audit and monitor activities that involve confidential information. •Process of notification and reporting of unauthorized disclosure or information leakage. Page 29 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Carte graph Rev. 2021.11.23 Cartegraph Systems LLC •Information return or destruction terms when agreement is terminated. •Actions in case of breach of agreement. •Periodic review. Customer Data Protection: Cartegraph hosts on Amazon Web Services in the US-East-1 region by default. Data is replicated across multiple regions for redundancy and disaster recovery. All Cartegraph employees adhere to the following processes to reduce the risk of compromising Production Data: •Implement and/or review controls designed to protect Production Data from improper alteration ordestruction. •Ensure that confidential data is stored in a manner that supports user access logs and automatedmonitoring for potential security incidents. •Ensure Cartegraph Customer Production Data is segmented and only accessible to Customer authorizedto access data. •All Production Data at rest is stored on encrypted volumes using encryption keys managed by Cartegraph. •Volume encryption keys and machines that generate volume encryption keys are protected from unauthorized access. Volume encryption key material is protected with access controls such that the keymaterial is only accessible by privileged accounts. Data In Transit Necessity: Data will only be transferred where strictly necessary for effective business processes. Data At Rest Encryption: Customers can purchase the ability for databases to be encrypted at rest. If they do so, all databases, data stores, and file systems are encrypted according to Cartegraph's Encryption Policy. Encryption: To ensure the safety of data in transit: •All external data transmission must be encrypted end-to-end using encryption keys managed byCartegraph. This includes, but is not limited to, cloud infrastructure and third-party vendors andapplications. •All internet and intranet connections are encrypted and authenticated using a strong protocol, a strong key exchange, and a strong cipher. End-user Messaging Channels •Restricted and sensitive data is not allowed to be sent over electronic end-user messaging channels such as email or chat, unless end-to-end encryption is enabled. •Messages must be protected from unauthorized access, modification or denial of service commensurate with the classification scheme adopted by the organization. •Messages must be reviewed prior to sending to ensure correct addressing and transportation of the message. •The reliability and availability of the messaging channel must be verified. •All applicable legal requirements will be adhered to. •Use of external public services such as instant messaging, social networking or file sharing will require prior approval and authorization. •Publicly accessible networks will be controlled by stronger authentication. Event Logs: All Cartegraph systems that handle confidential information, accept network connections, or make access control (authentication and authorization) decisions will record and retain audit- logging information sufficient to answer: What activity was performed?, Who performed it?, Where, when, and how (with what tools) was it performed?, and What was the status, outcome, or result of the activity?. Page 30 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Carte graph Rev. 2021.11.23 Cartegraph Systems LLC Formatting, Storage, Clock Synchronization •The system will support the formatting and storage of audit logs in such a way as to ensure the integrity of the logs and to support enterprise-level analysis and reporting. Note that the construction of an actualenterprise-level log management mechanism is outside the scope of this document. •The system will also ensure clock synchronization for the accuracy of audit logs. A clock linked to a radiotime broadcast from a national atomic clock can be used as the master clock for logging systems. A network time protocol will be used to keep all of the servers in synchronization with the master clock. Log Elements: Each log will identify or contain at least the following elements, directly or indirectly (unambiguously inferred): •Type of action - examples include authorize, create, read, update, delete, and accept network connection. •Subsystem performing the action - examples include process or transaction name, process or transaction identifier. •Identifiers (as many as available) for the subject requesting the action- examples include user name, computer name, IP address, and MAC address. Note that such identifiers should be standardized in orderto facilitate log correlation. •Identifiers (as many as available) for the object the action was performed on- examples include file namesaccessed, unique identifiers of records accessed in a database, query parameters used to determine records accessed in a database, computer name, IP address, and MAC address. Note that suchidentifiers should be standardized in order to facilitate log correlation. •Before and after values when action involves updating a data element, if feasible. •Date and time the action was performed, including relevant time-zone information if not in Coordinated Universal Time. •Whether the action was allowed or denied by access-control mechanisms. •Description and/or reason-codes of why the action was denied by the access-control mechanism, ifapplicable. Logged Activities: The logs will be created whenever the system is asked to perform any of the following activities: •Create, read, update, or delete confidential information, including confidential authentication information such as passwords; •Create, update, or delete information not covered in above; •Initiate a network connection; •Accept a network connection; •User authentication and authorization for activities covered above such as user login and logout; •Grant, modify, or revoke access rights, including adding a new user or group, changing user privilege levels, changing file permissions, changing database object permissions, changing firewall rules, and userpassword changes; •System, network, or services configuration changes, including installation of software patches andupdates, or other installed software changes; •Application process startup, shutdown, or restart; •Application process abort, failure, or abnormal end, especially due to resource exhaustion or reaching a resource limit or threshold (such as for CPU, memory, network connections, network bandwidth, diskspace, or other resources), the failure of network services such as DHCP or DNS, or hardware fault; and •Detection of suspicious/malicious activity such as from an Intrusion Detection or Prevention System(IDS/IPS), anti-virus system, or anti-spyware system. Page 31 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Carte graph Rev. 2021.11.23 Cartegraph Systems LLC Logs - Administrators and Operator Logs: To safeguard and prevent manipulation of logs by privileged users the following will be implemented where appropriate and possible: •System administrators are not permitted to erase or de-activate logs of their own activities. •Real-time copying of logs to a system outside the control of a system administrator or operator. •Monitoring system and network administration activities by using an intrusion detection system managed outside of the control of system and network administrators. •Frequent review of logs to maintain accountability of privileged users. Monitoring: Cartegraph uses Manage Engine's Opmanager to monitor the entire cloud service operation. If a system failure and alarm is triggered, key personnel are notified by text, chat, and/or email message in order to take appropriate corrective action. Retention: Stored data must be properly categorized, and a retention schedule applied accordingly in conjunction with Cartegraph's Asset Management Policy and Data Classification Policy. Considerations for retention timeframe include: •Statutory, regulatory, or contractual requirements. •Type of data (e.g., accounting records, database records, audit logs). •Type of storage media (e.g., paper, hard drive, server). Separation: Customer data is logically separated at the database/datastore level using a unique identifier for the customer. The separation is enforced at the API layer where the client must authenticate with a chosen account and then the customer unique identifier is included in the access token and used by the API to restrict access to data to the account. All database/datastore queries then include the account identifier. Cartegraph uses a security agent to monitor production systems. The agents monitor system activities, generate alerts on suspicious activities and report on vulnerability findings to a centralized management console. Storage and Disposal: Stored data must be properly stored and handled while at rest. Considerations for storage and disposal of data at rest in conjunction with Cartegraph's Asset Management Policy and Data Classification Policy include: •Authorization to access or manage stored data. •Proper identification of records and their retention period. •Technology change and ability to access data throughout retention period. •Acceptable timeframe and format to retrieve data. •Appropriate methods of disposal. Transfer Factors: Before choosing the method of data transfer, the following must be considered: •Nature, sensitivity, confidentiality, and value of the information. •Size of data being transferred. •Impact of loss during transit. The remainder of this page intentionally left blank. Page 32 of 32 DocuSign Envelope ID: 738258FF-BD82-45B3-91ED-2EE216348EAADocuSign Envelope ID: C71A00B1-FBFE-4DA6-B376-AC62FE39134F Carte graph