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AssetWorks Inc; 2023-03-06; PSA23-2113FLT
PSA23-2113FLT City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR SPECIAL INTEREST GROUP - CHARGE MANAGEMENT SERVICES ASSETWORKS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City") and AssetWorks, Inc., a Delaware corporation ("Contractor"). RECITALS A. City is interested in new products and functionality to support electrification of its fleet of vehicles. B. Contractor has the necessary experience in providing professional services and advice related to fleet management and has developed a Charge Management Software Platform Prospectus (“Prospectus”). Contractor is seeking participants and City is agreeable to joining a special interest group (“SIG”) to support the development of the products identified in the Prospectus. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," the Prospectus and Special Interest Group Membership Agreement, which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for one additional one-year period, or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. NOT USED 5. COMPENSATION City shall pay $10,340 to Contractor, as the total fee payable for the Services to be performed during the initial Agreement term, to purchase the electric vehicle charging hardware and pay the Charge Management Software subscription fees described in the Prospectus and Special Interest Group Membership Agreement and the attached Order Form confirming such fees 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 March 6th PSA23-2113FLT City Attorney Approved Version 8/2/2022 2 under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Except for Contractor’s obligations to indemnify for third party claims for personal injury, death, property damage or infringement, in the event of any claim brought by one party against another hereunder, a party will be liable only for actual, direct losses or damages incurred to a maximum equal to the amount actually paid by Customer to AssetWorks under this agreement., provided that the claiming party shall be obligated to take reasonable steps to mitigate its losses or damages. Except for Contractor’s obligations to indemnify for third party claims for personal injury, death, property damage or infringement, irrespective of the basis of theory of the claim, neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages of any DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 PSA23-2113FLT City Attorney Approved Version 8/2/2022 3 kind, including, without limitation, lost profits or loss of data, even if it has been advised of the possibility of such damages. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 PSA23-2113FLT City Attorney Approved Version 8/2/2022 4 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. /// /// /// /// /// /// /// DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 PSA23-2113FLT City Attorney Approved Version 8/2/2022 5 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Bradley Northup Name Tyler Beaty Title Public Works Superintendent Title Project Manager Department Public Works Address 998 Old Eagle School Road, Suite 1215 City of Carlsbad Wayne, PA 19087 Address 1635 Faraday Avenue Phone No. 916-230-4458 Carlsbad, CA 92008 Email tyler.beaty@assetworks.com Phone No. 760-473-1267 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 □ PSA23-2113FLT City Attorney Approved Version 8/2/2022 6 to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 PSA23-2113FLT City Attorney Approved Version 8/2/2022 7 or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 PSA23-2113FLT City Attorney Approved Version 8/2/2022 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California ASSETWORKS, INC., a Delaware corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Robert Hallett, General Manager (print name/title) By: (sign here) Steven Occhiolini, Director of Finance (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Deputy Steven Occhiolini PSA23-2113FLT City Attorney Approved Version 8/2/2022 9 EXHIBIT “A” SCOPE OF SERVICES CHARGE MANAGEMENT SOFTWARE PLATFORM SIG PROSPECTUS AND MASTER SERVICES AGREEMENT DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Exhibit A September 2, 2022 City of Carlsbad 1635 Faraday Ave Carlsbad, California 92008 Attention: Bradley Northup Dear Mr. Northup, We are excited to share that AssetWorks is developing new products and functionality to support fleet electrification. In our 40+ years of experience, the successful development of any new product requires the direct involvement of our customers to ensure that the best solution is brought to market. Electric vehicle (EV) charge management is crucial to electric fleet operations; however, most software on the market today was designed for retail use and lacks key functionality for the fleet industry. AssetWorks has received requests from customers for solutions that integrate faster, do a better job of supporting internal billing and provide fleet relevant data. As a highly respected organization within the fleet industry, City of Carlsbad is invited to participate in the AssetWorks Charge Management Software Special Interest Group (SIG). Through the SIG, AssetWorks’ top customers will help develop the solution by providing valuable user perspective and industry knowledge. The following prospectus describes our initiative, what AssetWorks intends to deliver in the initial MVP product release, and our expectations for your participation as a SIG member. In return for your participation, we are offering a discounted license and priority implementation support, the opportunity to have your ideas developed into the product, and regular previews of new product functionality and content. To join the SIG, please sign the attached Special Interest Group Agreement and return it as soon as possible in order to provide the most meaningful feedback. SIG membership will be limited to the first invitees to sign and return the SIG Agreement. AssetWorks has already begun meetings with other SIG members. Thank you for your interest and please let us know if you have any questions. Sincerely, Tyler Beaty National Account Manager AssetWorks Inc. tyler.beaty@assetworks.com (916) 230-4458 PSA23-2113FLT DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 2 AssetWorks Confidential and Proprietary SPECIAL INTEREST GROUP PROSPECTUS Charge Management Software Platform I.The Charging Management Special Interest Group AssetWorks is a leader in EV fleet management and provides multiple integrations to industry leading charging networks. Most charging solutions, however, are designed for retail stores, apartment buildings and consumer use. Experience and customer feedback have revealed significant gaps in the current state-of-the-art. Fleet functionality is typically an afterthought and many providers fail to meet basic requirements such as adequate access control or cost tracking for internal billing. AssetWorks continuously seeks to develop new products and functionality to help our customers better manage mission critical assets and related operations. Our experience is that the successful development of any new product requires the direct involvement of our customers to ensure that new products are delivering the best solution to our customers’ challenges. Customer collaboration has been a key component of our development process, and a vital driver behind much of the functionality available in our product solutions today. AssetWorks uses Special Interest Groups (SIG) comprised of leading customers that share an interest in the new module or product, are willing to sponsor the development of the application, and will be early adopters of the completed product. Special Interest Groups have a direct hand in the creation and delivery of a new application, as participating customers directly contribute to the development of the application’s requirements, the user interface design, and other features. SIG members participate in regularly scheduled virtual meetings, review sessions, and base release testing. This participation gives the SIG members a unique opportunity to directly influence the look and feel of the application, as well as determine what content, functionality, and features are included in the initial release. As part of their participation, SIG members are also asked to supply data for development and testing; and upon completion of the implementation, commit to becoming a formal reference. This includes participation in a case study interview with the AssetWorks team. What Fleets Are Saying: Charging software is typically not designed for the use of fleet management operations and fleet-based features are often lacking. The Opportunity: AssetWorks is investing millions to develop a charge management software, and we want you to help design it. The Financial Side: AssetWorks will provide a credit equal to the value of the initial hardware purchase or for $10,000—whichever is less. What it Entails: Participate in meetings and focus groups to decide the features and look of the first charging system designed from the ground up for public fleets. PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 • • • AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 3 AssetWorks Confidential and Proprietary II.Proposed Charge Management Software Platform AssetWorks proposes a charge management software designed for fleet use. The software will function as an operating software (OS) for the charging hardware and provide (1) access control, (2) load management, and (3) fleet cost reporting, which is absent in the market today. The software will be hosted on a secure, cloud-based platform connected to the customer’s AssetWorks data via an API integration. The charge management software will be open standard using the Open Charge Point Protocol (OCPP) to enable use of a range of certified hardware. AssetWorks’ approach is fundamentally technology agnostic but includes validation testing prior to charger deployment and a list of tested or approved hardware options. The concept of the product release is to develop the core application functionality and infrastructure, with enough functionality to demonstrate the viability of the product. The MVP will be the AssetWorks managed cloud platform, the integration connecting to specific FleetFocus data sources, a selection of certified hardware options and public fleet tailored. For the product launch, AssetWorks is focusing on the below features: 1.Access authorization 2.Load management a.Scheduled b.Load Balancing 3.Automated utility cost reporting 4.Preventative maintenance dashboard The new product will be developed to link to the FleetFocus and EAM databases through FuelFocusEV. All customer data will be isolated in its own data environment, independent of the other customers’ data. Customers will only have access to their data; however, AssetWorks will have access to all customer databases to provide technical support. III.The SIG Development Process AssetWorks intends to use an agile development approach, delivering infrastructure and content following each major development milestone. Based on our experience with previous special interest groups, the development of the application will follow the approach described below: PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 4 AssetWorks Confidential and Proprietary Figure 1 The development process will culminate in the release of the product. The product's initial release will be referred to the as Minimally Viable Product (MVP) which is a technical term used to describe completion of the original required features. 1.A preliminary Functional Requirements Document is prepared by AssetWorks and refined by SIG input. Focus will be on delivering visualizations and analytics to different personas (i.e., Fleet Manager, Departments, Executives, and functional area Subject Matter Experts) 2.A detailed Functional Requirements Document is developed. Web Conferences for SIG review and discussion will be held before the requirements will be accepted. 3.Development of the product is completed by AssetWorks. 4.The SIG will meet at the end of each development sprint to review the product and provide feedback on the latest deliverables. 5.Adjustments are made based on the SIG feedback and will be delivered in the next development cycle. 6.Customers will test the application to see that it meets requirements and is intuitive to use. 7.AssetWorks will make any final decisions on functional content. All SIG requirements gathering, design, and testing meetings will be held virtually. SIG members are responsible for their own travel expenses to any AssetWorks sponsored off-site SIG related event, such as the AssetWorks Academy. IV.Project Timeline It is anticipated that it will take about six months of development to complete the application framework, the cloud infrastructure, IPR content, and commission chargers. AssetWorks plans to begin developing the solution in July 2022, with the initial MVP product release to the SIG members planned for December 2022. AssetWorks and the SIG will begin meeting weekly to develop requirements and identify the initial set of metrics that will be delivered in the MVP product release. The SIG will also have early involvement in the application testing starting in the third quarter of 2022, when the SIG meeting cadence will switch to bi-weekly following the completion of each development sprint. The following graphic illustrates the planned development timeline (dates are subject to change): WBS Task Name Duration Start Finish 1 Charge Management Software Platform 243 5/2/2022 12/31/2022 1.1 Form Special Interest Group 44 5/2/2022 6/15/2022 1.2 Application Development 210 5/9/2022 12/5/2022 1.2.1 MVP Release and Feedback 1 35 6/6/2022 7/11/2022 1.2.2 MVP Release and Feedback 2 35 7/4/2022 8/8/2022 1.2.3 MVP Release and Feedback 3 28 8/1/2022 8/29/2022 1.2.4 MVP Release and Feedback 4 35 8/22/2022 9/26/2022 1.2.5 User Acceptance Testing 21 9/19/2022 10/10/2022 1.2.6 MVP Release5 42 10/3/2022 11/14/2022 PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Discover & Define Conceptualize Build Test & Refine Release -----------✓ , _______ -, ________ ,--:--------✓ Person as Designs Validate AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 5 AssetWorks Confidential and Proprietary 1.2.7 MVP Release6 (Final Delivery) 28 11/7/2022 12/5/2022 1.3 Training 18 11/28/2022 12/16/2022 The applications for membership in the SIG will close on June 15, 2022. Customers who wish to participate in the SIG must sign the SIG Agreement form at the end of this document and return it to their Account Executive by the deadline. AssetWorks will invoice the customer for the SIG membership fee after receiving the signed SIG prospectus agreement. V.Implementation Services Membership in the SIG will include professional services to setup the user account for the charge management software and key-user training. Services will be delivered remotely and may be delivered in group sessions to the SIG members. EV data integrations will be negotiated with each SIG member at the normal professional services rates (i.e., as a FuelFocusEV FA/M5 integration). Additional integrations with customer-specific data sources or other third-party data sources may be delivered in a future release after the platform is deployed. Any integrations with non-AssetWorks data sources will have a development specification and cost estimate prepared. Either the vendor for the data source or the customer will be responsible for the cost of developing the integration with the platform. VI. Responsibilities of SIG Members Participate in Product Planning and Status Review Calls On a regular basis, AssetWorks will convene design and progress meetings via conventional teleconference calls or virtual conferences. During these sessions, a functional review of the product name will be conducted, functional design issues will be discussed, and feedback from SIG members will be elicited. Provide Feedback and Testing Clients will provide feedback pertaining to design, usability, and functionality in time frames that will be set up by the Initiative Product Manager. Conduct Base Release Site Evaluation Upon completion of the principal development and testing of the proposed module enhancements (base release testing), SIG members will conduct tests of the system. Testing outcomes will ultimately determine the operational effectiveness of the charge management solution in terms of its functionality, usability, and performance. Product Implementation AssetWorks will ship electric vehicle chargers with the Charge Management software to the SIG members. Depending on each SIG member’s preference, AssetWorks can either install on existing stub- PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 6 AssetWorks Confidential and Proprietary outs and activate the chargers or provide SIG members with the information to do so themselves (Note: Some high-speed DC Fast Chargers require activation on site by an OEM representative). AssetWorks will start the delivery of chargers upon availability of the Charge Management Software. SIG members will be responsible for preparing the site make-ready unless separate arrangements have been made with AssetWorks or one of its hardware reseller partners. AssetWorks will provide training to SIG member key users on the administration and general use of the application, while providing “train-the-trainer” guides on how to orient employees to the system (i.e., FID card use). A basic overview will be included in the key user training. Otherwise, SIG members will be responsible to roll out the platform to their users. Reference Upon completion of the implementation, SIG members will agree to be a reference to other AssetWorks customers considering the product. This includes agreeing to participate in a case study interview with the AssetWorks marketing team. VII.Intellectual Property Ownership Notwithstanding anything to the contrary in any other agreement between AssetWorks and a SIG member, the parties agree that ideas and information shared with AssetWorks and in the SIG meetings are for the purpose of AssetWorks to evaluate and develop software, which development and software is and will continue to be AssetWorks’ sole and exclusive intellectual property and the SIG members hereby assign any rights they have in such ideas and information to AssetWorks. The SIG member agrees that AssetWorks will be using its expertise and resources to develop any software and that any contribution made during the SIG process by any party (other than AssetWorks) shall not be subject to any ownership claim by the contributing party. The party expressly waives any right to claim ownership in any AssetWorks software. VII. Membership and Fees Membership in the SIG will be extended to customers that pre-order the Charge Management hardware and software. Customers that pre-order hardware will receive a credit equal to their hardware purchase or $10,000- whichever is less Credits can be applied to future charging hardware purchases. AssetWorks will invoice the cost of the charging software upon receiving the signed order form. Payment will be due upon SIG Agreement execution. VII. Annual SaaS Subscription Additionally, an annual subscription to the cloud platform is required, which is based on the number of network- connected chargers as stated in the order form (Note: This can be pre-paid for up to five years). The annual subscription covers the cost of maintaining the cloud platform, compute resources, licenses for supporting technology, and the Charge Management application. Customers that do not renew their network services subscription will lose their access to the platform and chargers will need to be reverted to non-networked mode. Charger Type Annual Cost Dual Level 2 Charger $420 DC Fast Charger $1,138 PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 7 AssetWorks Confidential and Proprietary A FuelFocusEV implementation is also required to bring data into FleetFocus FA/M5/EAM. IX. Joining the SIG The Charge Management Software SIG is moving forward and beginning soon. To participate, AssetWorks needs to receive the signed Special Interest Group Membership Agreement and signed order form. Invoice payment will be required to receive wireframes and access to the demonstration environment. PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 8 AssetWorks Confidential and Proprietary SPECIAL INTEREST GROUP MEMBERSHIP AGREEMENT This SIG Membership Agreement (“Agreement”) is made as of the __________ (“Effective Date”) by and between AssetWorks Inc., a Delaware corporation, with offices at 998 Old Eagle School Road, Suite 1215, Wayne, PA 19087 (“AssetWorks”) and the City of Carlsbad with offices at 1635 Faraday Avenue, Carlsbad, California 92008(“Customer”). The parties hereby mutually agree to the following terms and conditions: 1.PRODUCTS AssetWorks will develop the product identified in the Charge Management Software Platform SIG Prospectus and accompanying quote Q-09696-2 dated June 17, 2022, which is incorporated by reference and attached hereto. The Charge Management Software Platform includes connection(s) for AssetWorks’ data sources to the cloud platform, the platform technology and infrastructure, data storage, and AssetWorks developed visualization and analytic content. Any services delivered in connection with the Charge Management Software Platform SIG Prospectus will be provided in accordance with the Professional Services Agreement for Fleet Charge Management. 2.MEMBERSHIP FEE Customer agrees to pay the SIG participation fee to participate in the Charge Management Software Platform SIG. Payment of the invoice must be received to receive a sandbox and production environment. 3.LICENSE Customer’s license for the Software will be in accordance with the terms and conditions of the AssetWorks Master Service Agreement found at https://www.assetworks.com/tc-fleet which is incorporated herein unless there is a written agreement in place between AssetWorks and Customer. Availability shall consist of notification that the Customer can activate a URL to access the product. Customers ongoing subscription to the Charge Management Software Platform will be governed by the AssetWorks Master Service Agreement. 4.MAINTENANCE AND SUBSCRIPTION FEES Customer shall pay the annual maintenance and subscription fees in the amount and method as identified in the new product quote. The first-year maintenance fee shall be invoiced upon receiving the signed order form, and future maintenance fees will be included in Customers’ annual maintenance invoice. The first-year subscription fees shall be invoiced when the product is installed and activated for the Customer in a production environment. Availability shall consist of notification that Customer can activate a URL to access the product. Future or recurring maintenance and subscription renewal will be billed in alignment with existing maintenance agreements between AssetWorks and Customer, including annual price escalation terms. Beginning with the next maintenance renewal after the platform activation, maintenance and subscription fees will be rolled into Customer’s annual maintenance renewal. PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 9 AssetWorks Confidential and Proprietary 5.PROFESSIONAL SERVICES AssetWorks will deliver the professional services described in the prospectus upon the initial product release of the Charge Management Software Platform and in accordance with the Professional Services Agreement for Fleet Charge Management. These services cover the installation and configuration of the platform for SIG members, plus key-user training. SIG members will be responsible to rollout the platform to their users; however, AssetWorks will provide the training materials. AssetWorks is available to provide other rollout services to the SIG members’ users for an additional fee. 6.LIMITATION OF LIABILITY The maximum liability of AssetWorks for any claim arising out of or related to this agreement or from any cause, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the amount actually paid by Customer to AssetWorks under this agreement. In no event shall AssetWorks be liable for special, indirect, incidental, economic, consequential, or punitive damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology rights or services, loss or corruption of data, or interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if AssetWorks has been advised of the likelihood of such damages, and notwithstanding any failure of essential purpose of any limited remedy. 7.INTELLECTUAL PROPERTY OWNERSHIP Intellectual property ownership shall be governed by the Intellectual Property Ownership Section in the SIG Prospectus. Customer will own all data loaded into the platform from their data sources and may request an export of the data upon ending the annual subscription payment. In Witness Whereof, the parties have entered into this Agreement as of the Effective Date. Client Authorized Signature AssetWorks Inc. Authorized Signature Printed Name and Title Printed Name and Title Date Date PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 10 AssetWorks Confidential and Proprietary QUOTATION AssetWorks LLC 998 Old Eagle School Road, Suite 1215 Wayne, PA 19087 Quote #: Q-09696-2 Date: 6/17/2022 Expires On: 10/30/2022 Account Manager: Tyler Beaty Email: tyler.beaty@assetworks.com Phone: (916) 230-4458 Ship To Bradley Northup City of Carlsbad 1635 Faraday Ave Carlsbad, California 92008 United States 7604731267 (760)434-1987 bradley.northup@carlsbadca.gov Bill To City of Carlsbad 1635 Faraday Ave Carlsbad, California 92008 United States This price is issued pursuant to Agreements entered into between AssetWorks and the above named Customer. Pricing below is valid until 10/30/2022. Charging Hardware and Software Description QTY UNIT PRICE Line Total AssetWorks 40amp Dual Wall Mount (Networked) Charger with Retractor 2 USD 4,000.00 USD 8,000.00 40amp Networked Charger Extended Parts-Only Warranty (Years 4 and 5) 2 USD 500.00 USD 1,000.00 AssetWorks Charge Management Software (Annual Cost per Dual Charger) 2 USD 420.00 USD 840.00 SemaConnect Total: USD 9,840.00 Shipping Fee Description QTY UNIT PRICE Line Total Hardware Shipping Fee 1 USD 500.00 USD 500.00 Hardware Total: USD 500.00 Grand Total: USD 10,340.00 PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 11 AssetWorks Confidential and Proprietary AssetWorks Charger Notes & Assumptions 1. Subject to the California Public Records Act, Government Code section 6250 et. seq., as amended, pricing is confidential between AssetWorks LLC and Customer 2. Shipping in estimated and will be billed at actual upon shipment 3. Customer to be billed for all hardware, Software and Warranty plans upon receipt of hardware at Customer warehouse 4. Cloud plan start date begins upon Station Activation or one year from ship date – whichever comes first 5. Subject to any applicable state and/or local sales tax, import duties, PST, VAT. 6. Pricing does not include installation or mounting services unless specifically quoted above 7. This Order is subject to the PowerCharge Warranty Terms and Conditions. 8. Purchaser confirms that the shipping and billing information provided in the Quotation is accurate for all shipping and invoicing purposes 9. All AssetWorks services are quoted as being performed remotely - no onsite services included 10. This is a fixed price contract and will be invoiced in full 11. Please refer to each piece of hardware's Site Design Guide for site readiness requirements By signing this quote I hereby acknowledge that I have the authority to purchase the product detailed on this document on behalf of my organization. Furthermore, I agree to the terms and conditions and that this signed quote shall act as a purchase order PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 12 AssetWorks Confidential and Proprietary PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Limited Warrant y Limited Warranty for PowerCharge Electric Vehicle Charging Station • PowerCharge Electric Vehicle Charging Station is warranted against defects in materials and workmanship for three (3) years from date of purchase. • cables and connectors are warranted against defects ,n materials and workmanship for ninety (~U) days from purchase. IMPORTANT: It is the Purchaser's obligation to regist er the Charging Station with PowerCharge and failure to do so may delay warranty support. This warranty is only valid to the original purchaser of the Electric Vehicle Charging Station and is not transferrable,I All WARRANTY CLAIMS MUST BE MADE WITHIN THE WARRANTY PERIOD AND PROOF OF PRODUCT PURCHASE AND WARRANTY REGISTRATION NUMBER MUST BE SUPPLIED. This warranty does not cover the cost of freight to return the Elect1ic Vehicle Charging Station to PowerCharge. Registration: Please com~lete and return the accompanying Warranty Registration Card to: PowerCharge, 7464, W. Henrietta Rd. Rush, NY 14543 or email the product registration information to warranty@powerchargeev.com. Subject to the exclusions from t he Warranty coverage set forth below, PowerCharge warrants that, when used under normal operating conditions, your Charging Station will be free from any defects in materials or w orkmanship for a period (the ''Warranty Period") of three (3) years from t he date of original purchase. If, during t he Warranty Period, your Charging Station becomes defective in breach of the Warranty, PowerCharge will, upon written notice of the defect received during the Warranty Period, either repair or replace, at PowerCharge's election, the Charging Station. The Warranty covers both par.sand labor necessary to repair your Charging Station but does not include any on-site labor costs related to un-installing or reinstalling the repaired or replacement Charging Station. Any replacement Charging Stations so furnished will be warranted for the remainder of the original Warranty Period. Steps to Obtain Warranty Service 1) If at any t ime during the term of your Warranty you believe you have a defective Charing Station, contact customer service at 1.585.533.4085 or warranty@powerchargeev.com and request a Return Material Authorization. ("RMA") numbe r from PowerCharge. 2) In connection with your RMA request, you will be asked for each of the following: a. A detailed description of the problems you are experiencing with the Charging Station; b. The model number and serial Number of the Charging Station; c. Proof of Purchase and Warranty Registration Number; d. Return Shipping Information; 3) If PowerCharge determines that the defect appears to be covered by your Warranty and your Warranty is still in effect you will be provided a Returned Material Aut horization Number (RMA number) to reference when returning the defective Charging Station for repair or replacement . 4) Ship the defective Charging Station to PowerCharge and reference the RMA number in the shipping documentation. The Charging Station must be returned in its original shipping container or in another shipping container designed to prevent damage to the Charging Station. 5) If you Charging Station is covered by Wa rranty, PowerCharge will either repair or replace the defective Charging Station at no charge to you and ship the repaired or replaced Charging Station back to you at PowerCharge's expense. IMPORTANT: 1) You are responsible for t he proper installation and maintenance of the Charging Station including the un- installing of any defect ive Charging Station and the installation of repaired of replacement Charging Station returned to you. 2) Any service o r repairs beyond the scope of the Warranty above will be performed upon customer approval at PowerCharge's then prevailing labor rates and other applicable charges. AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 13 AssetWorks Confidential and Proprietary PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 3) Any Charging Station t hat is found by PowerCharge to be out-of-warranty or otherwise ineligible for warranty services will be returned, repaired or replaced uporn approval at PowerCharge's standard charges at your expense. 4) Please read carefully through the detailed descriptions of the WARRANlY, the EXCLUSIONS FROM WARRANlY, and the DISCLAIM RE ANO LIMITATION OF LIABILITY listed below to assure that your Charging Stat ion is eligible for warranty service without additional cost to you. Replacement Parts or Charging Stations You acknow ledge that replacement parts or Charging Stations provided by PowerCharge under t he Warra nty may be re manufactured or reconditioned parts or Charging Stations. All replaced parts, whether under warranty o r not, become the property o f PowerCharge. Any replacement parts or Ch arging Stations so furnished will be warranted for the remainder of t he original Warranty Period. Exclusions from Warranty IMPORTANT: The Warranty on your Charging Station shall not apply to defects or service repairs resulting from the following: • Improper site preparation or maintenance, improper installation, cosmetic damage such as scratches and dents o r normal aging. • Abuse, vandalism, damage or other problems caused by accidents, misuse or negligence (including but not limited to physical damage from being struck by a vehicle) or use of the Charging Station in a way other than is specified in t he applicable PowerCharge documentat ion. • lnstalliation, alteration, disassembly, modification or relocation of t he Charging Station that was not approved in writing by PowerCharge or performed by PowerCharge or by a certified PowerCharge installer or service provider. • Damage to the Charging Station caused by software, interfacing, parts, supplies o r any other product not supplied by PowerCharge. • Damage as a result of extreme power surge, extreme elect romagnetic field or any acts of nature. • Any ot her causes beyond the control of PowerCharge. Disclaimer and Limitation of Liabilit'II NO AGENT OF PowerCharge IS AUTHORIZED TO ALTER OR EXCEED THE WARRANlY OBLIGATIONS OF Pow,erCharge. THE REMEDIES IN THIS LIMITED PRODUCT WARRANlY ARE YOUR SOLE AND EXCLUSIVE REMEDIES. TO THE EXTENT PERM ITTED B't APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THE LIM ITED WARRANlY, PowerCharge MAKES NO WARRANTY WITH RESPECT TO THE CHARGING STATION, WHETHER EXPRESS, IM PLIED, STATUTORY OR OTHERWISE. PowerCharge EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARlY RIGHTS, MERCHANTABILllY ANO FITNESS FOR A PARTICULAR PURPOSE. PowerCharge DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE CHARGING STATION. PowerCharge IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING W ITHOUT LIM ITATION LOST PROFITS, LOST BUSINESS, LOST DATA, LOSS OF USE, OR COST OF COVER INCURRED BY YOU ARISING OUT OF OR RELATED TO YOUR PURCHASE OR USE OF, OR INABILllY TO USE, THE CHARGING STATION, UNDER ANY THEORY OF LIABILllY, WHETHER IN AIN ACTION IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE} OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF PowerCharge KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE CUM ULATIVE LIABILITY OF PowerCharge FOR ALL CLAIM S WHATSOEVER RELATED TO THE CHARGING STATION WILL i'IOT EXCEED THE PRICE YOU PAID FOR THE CHARGING STATION. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LI MIT THE LIABILllY OF PowerCharge AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REM EDY Some states do not allow the exclusion or limitation of incidental or consequential damages for some products, so the limit ations or exclusions contained herein may not apply to you. This Warranty is t he entire and exclusive agreem ent between you and PowerCharge with respect to its subject m atter, and any modification or waiver or any provision of this statement is not effective unless expressly set forth in writing by an authorized representative of PowerCharge. AssetWORKS Charge Management Software Platform Special Interest Group Prospectus P a g e | 14 AssetWorks Confidential and Proprietary PSA23-2113FLT Exhibit "A" (Cont.) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 P<!>werCharge PRODUCT WARRANTY REGISTRATION CARD Please complete and return to: PowerCharge 7464 W. Henrietta Rd. Rush, NY 14543 Product Model No: ____________ Date of Purchase: ____________ _ Serial No: _______________ Where Purchased? ___________ _ Print Name: _____ _, ___________________________ _ Address: __________________________________ _ Email Address: ______________ Phone Number: _____________ _ My Signature below acknowledges that I have read, fully understand and accept t he Terms and Conditions stat ed on the PowerCharge Electric Vehicle Charging Station Limited Warranty. Signature: ___________________ Date: ____________ _ •• Must return within 30 days of Actual Purchase •• AssetWORKS Page 1 of 11 ASSETWORKS MASTER AGREEMENT The AssetWorks Online Master is between the entity (“Customer”) stated on the Order Form ("Order Form"), and AssetWorks LLC (“AssetWorks”). It consists of the terms and conditions listed below, as well as the details on the Order Form (together, the "Agreement"). It is effective on the date the Order Form is signed by both parties (“Effective Date”). The Order Form is subject to the following terms and conditions unless Customer has a separate written and signed agreement with AssetWorks. Your right to use the products and services is conditioned upon acceptance of this Agreement. These terms shall apply to the products, software and services on the Order Form as applicable: • Attachment 1 Software License Terms• Attachment 2 Software Maintenance Terms• Attachment 3 Professional Services Terms• Attachment 4 Hosting Terms• Attachment 5 Hardware Terms 1.FEES AND PAYMENT. For recurring services, unless otherwise stated in the Order Form, AssetWorks shallinvoice Customer in advance. All invoiced fees shall be due and payable within 30 days of the date of an invoice.For Professional Services, invoices shall be sent either monthly or upon completion of milestones (as defined inthe SOW) and include charges defined in the Order Form unless otherwise specifically stated in the Order Form.All payments shall be made in United States Dollars without deduction for any taxes or withholding or other offset.The pricing on the Order Form is based upon the quantities listed at the time of purchase. In the event that thenumber of licenses, assets or sites changes the pricing is subject to change.Any undisputed amounts not paid when due will be subject to interest accrued, which interest will be immediatelydue and payable from the due date for payment until the date of actual receipt of the amount in cleared funds byAssetWorks, at the lesser of (a) 1.5% per month, or (b) the highest rate under applicable lawCustomer will be considered delinquent if payment in full is not received 45 days from the date of the invoice.AssetWorks reserves the right to suspend or terminate this Agreement and Customer access to the Service if theCustomer account becomes delinquent and is not cured within 10 days. Customer will continue to be charged andhereby agrees to pay for Service during any period of suspension. Customer’s failure to pay any invoice after this10-day period shall constitute a material default hereunder and shall entitle AssetWorks to exercise any and allrights and remedies provided herein or at law including a suspension of Services under the Agreement. IfCustomer or AssetWorks initiate termination under any provision of the Agreement other than under Section 4,Customer will be obligated to pay the balance due for the remainder of the term for its account computed inaccordance with the Order Form. Customer agrees that it shall be billed for such unpaid fees. In the event of adispute between the parties that does not result in a termination of the Agreement, Customer agrees to make allMonthly Service Fee payments due under the Agreement pending the resolution of the dispute.Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to payAssetWorks in full for Services provided to Customer under this Agreement within 30 days of the invoice date.2. TERM. The Term of the Agreement shall commence and proceed as reflected in the Agreement for FleetCharge Management Services. as set forth below.3. WARRANTY DISCLAIMER. Except as expressly set forth herein, AssetWorks disclaims all warranties relatingto the services or deliverables provided hereunder, including but not limited to any warranty of fitness for aparticular purpose or merchantability. 7.SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, voidor unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired orinvalidated in any manner.9. FORCE MAJEURE. Neither party shall be liable for any failure of or delay in performance of its obligations(except for payment obligations) under this Agreement to the extent such failure or delay is due to acts of God,acts of a public enemy, fires, floods, power outages, wars, civil disturbances, sabotage, terrorism, accidents,insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demandsare reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, orother communication devices, acts of cyber criminals, terrorists or other criminals, acts of any governmental body(whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom aparty is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor,materials, power, equipment, or transportation, or other circumstances beyond its reasonable control (collectivelyreferred to herein as "Force Majeure Occurrences"), however, nothing in this section shall relieve Customer of theobligation to make payments for any products or services provided by AssetWorks. Any delays shall not be a PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 2 of 11 breach of or failure to perform this Agreement or any part thereof and the date on which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays. Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure Occurrence. 11.WAIVER. No provision of the Agreement may be waived unless in writing, signed by both of the parties hereto.Waiver of default of any provision of the Agreement shall not operate or be construed as a waiver of anysubsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be awaiver of any other provision.13. BINDING EFFECT, BENEFITS. The Agreement shall inure to the benefit of and be binding upon the partieshereto and their respective successors and assigns. Notwithstanding anything contained in the Agreement to thecontrary, nothing in the Agreement, expressed or implied, is intended to confer on any person other than theparties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or byreason of the Agreement.14.HEADINGS. The Section headings in the Agreement are inserted only as a matter of convenience, and in noway define, limit, or extend or interpret the scope of the Agreement or of any particular Section.17.CONFLICTING PROVISIONS. This Agreement and all of the exhibits, schedules, and documents attachedhereto are intended to be read and construed in harmony with each other, but in the event any provision in anyAttachment conflicts with any provision of this Agreement, then Customer’s template Agreement shall be deemedto control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with thegoverning provision therein.18. COUNTERPARTS. The Agreement may be executed simultaneously in two or more counterparts, each ofwhich shall be deemed an original, but all of which together shall constitute one and the same instrument.20. NOTICE. Any communication or notice hereunder must be in writing, and will be deemed given and effective:(i) when delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when delivered by overnightexpress; or (iv) 3 days after the postmark date when mailed by certified or registered mail, postage prepaid, returnreceipt requested and addressed to a party at its address for notices. Each party's address for notices is stated onthe Order Form. Such address may be changed by a notice delivered to the other party in accordance with theprovisions of this Section.22. COUNSEL. By acceptance of this Agreement, each of the Parties acknowledges and agrees that it has had anopportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury ofany dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisionsof any federal, state or local law, regulation or ordinance notwithstanding. Attachment 1 – Software License Terms 1. SOFTWARE LICENSEA. AssetWorks grants to Customer a non-exclusive, perpetual (subject to Section 4 below) non-transferable licensefor the number of units (Software) specified in the purchase order (Order Form). Except as provided above, use ofSoftware in excess of limits defined in the Order Form requires additional licensing fees. Customer's license is touse the Software in its own business; Customer has no right to use the Software in processing work for thirdparties.B. Customer shall have the right to use only one copy or image of the Software for production purposes and shallnot copy or use the Software for any other purpose except (i) for archival purposes, (ii) in connection with adisaster recovery program, and (iii) for the purpose of testing the operation of the Software, provided such testingcopy shall not be used in a live production environment. Software may be licensed on a per-set basis, a number ofActive Equipment Unit basis, or other basis as described on the Order Form (License Restriction). Customer mayincrease the License Restriction at any time by executing a subsequent Order Form and paying in full theapplicable fees. “Active Equipment Unit” shall mean any in service unit to which work orders, fuel tickets, or usagetickets are posted, but shall not include retired equipment.C. If any third-party software is provided to Customer pursuant to this Agreement, such license shall be inaccordance with terms set forth in the Order Form.D. Source Code shall mean software in human-readable form, including all appropriate programmer’s comments,data files and structures, header and include files, macros, make files, object libraries, programming tools notcommercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations anddocumentation reasonably required or necessary to enable a competent independent third party programmer tocreate, operate, maintain, modify and improve such software without the help of any other person, and with datafiles containing Source Code in standard ASCII format readable by a text editor.E. Except as expressly authorized under this Agreement, Customer shall not (i) sell, rent, lease, timeshare,encumber, license, sublicense, transfer or assign the Software or Documentation; (ii) attempt to decompile,disassemble or reverse engineer the Software in whole or in part, or otherwise attempt to derive the Source Codeof the software. 2. NON-DISCLOSURE PSA23-2113FLTExhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 3 of 11 A. Subject to the other paragraphs in this Section, and subject to the California Public Records Act (Gov. Codesection 6250 et. seq.), Customer agrees that the Software shall be held in confidence by Customer and shall notbe disclosed to others without the prior written consent of AssetWorks, which may be withheld by AssetWorks in itssole discretion. This obligation to hold confidential does not apply to any portion of the Software (1) developed byCustomer and in Customer's possession prior to the receipt of same from AssetWorks; (2) which at the time ofdisclosure is part of the public domain through no act or failure to act by Customer; or (3) which is lawfullydisclosed to Customer without restriction on further disclosure by another party who did not acquire same fromAssetWorks.B. AssetWorks provides documentation for the Software electronically. The Customer may copy, in whole or inpart, any such documentation relative to the Software for Customer’s internal use consistent with this Agreement.C. Customer’s records with regard to use of the Software shall be made available to AssetWorks at all reasonabletimes at AssetWorks’ request to audit Customer’s compliance with this Agreement, and Customer shall certify tothe truth and accuracy of such records. 3. LIMITED WARRANTIESA. AssetWorks represents that it has the right to license the Software to Customer as provided in Section 1.AssetWorks further represents that the Software will conform to the description contained in the documentationprovided or published by AssetWorks (“Documentation”) In the event the Software fails to conform to thedescription contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors as detailed inthis Section. This limited warranty is in lieu of all liabilities or obligations of AssetWorks for damages arising out ofor in connection with the delivery, use or performance of the Software. This warranty extends for a period of 90days following the date the Software is made available to Customer.B. AssetWorks does not guarantee the privacy, security, authenticity or non-corruption of any informationtransmitted through the internet or any mobile or wireless network, or any information stored in any systemconnected to the internet or to any mobile or wireless network. AssetWorks shall not be responsible for any claims,damages, costs or losses whatsoever arising out of or in any way related to Customer’s connection to or use of theinternet or of any mobile or wireless network.C. AssetWorks will not be liable to Customer or any third party for any claims, expenses, damages, costs or losseswhatsoever arising out of or in any way related to Customer’s use of the Software insofar as such Software may beused to store, transmit, display, disclose or otherwise use data or information which is considered private,confidential, proprietary or otherwise exempt from public disclosure under applicable law.D. AssetWorks will defend, at its own expense, any action brought against Customer to the extent that it is basedon a claim that the Software supplied by AssetWorks infringes a United States patent or copyright, andAssetWorks will pay those costs and damages finally awarded against Customer in any such action that areattributable to any such claim; provided, such defense and payments are conditioned on the following: (1) thatAssetWorks shall be promptly notified in writing by Customer following its receipt of any such claim; (2) thatAssetWorks shall have sole control of the defense of any action on such claim and all negotiations for itssettlement or compromise; (3) should the Software become, or in AssetWorks’ opinion is likely to become, thesubject of a claim of infringement of a United States patent or copyright, then Customer shall permit AssetWorks,at its option and expense, either to (A) procure for Customer a non-infringing license to use the Software; (B)modify the Software so that it becomes non-infringing; (C) procure for Customer a depreciated credit for theSoftware and accept its return. Depreciation shall be an equal amount per year over the lifetime of the Software,which the parties agree shall be 5 years. AssetWorks shall have no liability to Customer under any provision of thisclause with respect to any claim of patent or copyright infringement that is based on Customer's unauthorized useor combination of the Software with software or data not supplied by AssetWorks as part of the Software. F. The warranty period for the Software shall extend for a period of 90 days from the date of delivery of theSoftware, but in no event later than 1 year from the date of execution of this Agreement. During the warrantyperiod, in the event that the Customer encounters an error and/or malfunction whereby the Software does notconform to the description in the Documentation, AssetWorks sole responsibility under this Limited Warranty is asfollows: 1. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists anerror or nonconformance to the Documentation, AssetWorks will take such steps as are reasonably required tocorrect the error with due dispatch.2. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, the error ornonconformance to the Documentation does not constitute a serious impediment to the normal intended use of theSoftware, AssetWorks will correct the error and distribute the correction to the Customer in accordance withAssetWorks’ normal Software revision schedule. THIS LIMITED WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 4 of 11 THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4. TERMINATIONA. The license conveyed pursuant to Section 1 may be terminated by AssetWorks in the event of breach or defaultby Customer under this Agreement provided AssetWorks notifies Customer in writing of the breach or default andCustomer does not correct same within 30 days of AssetWorks’ written notice.B. In addition, Customer shall have the right to terminate the Software License at any time; provided suchtermination shall not relieve Customer of its obligations (1) to pay any remaining unpaid balance for the totalsoftware license fee (as per the Order Form, and (2) to honor the Professional Services Terms and the SoftwareMaintenance Terms attached hereto..C. All Software and Documentation shall be and will remain the property of AssetWorks. Upon termination of thisAgreement, whatever the reason, such Software and Documentation and any copies thereof made by Customerpursuant to Section 2 shall be promptly returned to AssetWorks. Attachment 2 – Software Maintenance Terms 1. Term. Maintenance shall commence immediately upon the Effective Date and shall have a term of 12 months.The term shall automatically renew each year thereafter for an additional 12-month period unless terminated as setforth below.2. Correction of Deviations. In the event that the Customer encounters an error and/or malfunction (“Deviation”)in the Software, it shall communicate the circumstances and any supporting information to AssetWorks. Uponreceipt, AssetWorks will respond as follows:a. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists aDeviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorkswill correct the Deviation and distribute the correction to the Customer in accordance with AssetWorks’ normalSoftware revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer there exists a Deviationthat does constitute a serious impediment to the normal, intended use of the Software, AssetWorks will take suchsteps as are reasonably required to correct the Deviation. 3. Software Revisions and New Versionsa. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release ofupgrades or improvements or modifications designed to improve the performance of the Software and/or toincrease the capabilities of the Software (hereafter "Revisions"). Revisions shall be of two kinds: i. Revisions thatthe Customer is obliged to implement (“Mandatory Revisions”);ii. Revisions that may be implemented by the Customer at its option (“Optional Revisions”). No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions while under a current Maintenance Agreement. b. New products (“New Products”) may be added to the Software by AssetWorks from time to time. Compared to aRevision, New Products substantially improve the performance of the Software and/or substantially increase itsfunctionality and capability. AssetWorks, in its sole discretion, shall decide which upgrades and improvements willbe issued as Revisions without charge and which shall be issued as New Products for which there may be acharge. 4. Telephone Hotline Assistance. AssetWorks, at its expense, shall make available technically qualifiedpersonnel to respond to all reasonable telephone requests, Monday through Friday, excluding State holidays,during normal business hours, that may be made by the Customer relating to the application and operation of theSoftware. At other times such personnel are available by pager for emergencies.5.Technical Literature. AssetWorks shall make available to the Customer all technical literature in electronicformat that is considered by AssetWorks to be relevant to the Software and its use within the scope of Customer'soperations.6. Proper Usea. Customer shall not modify the Software or Source Code as defined in the Software License Terms unlessspecifically authorized by AssetWorks in writing. PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 5 of 11 b. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data filesare misused or modified without the express written permission of AssetWorks.c. In the event that the Customer or its agents misuses or modifies the Software or data files, including, but notlimited to, inserting, updating, deleting or otherwise modifying data through a means other than the Software,although AssetWorks is not obligated to correct such misuse, AssetWorks shall be entitled to attempt to correct thesituation, if possible, at Customer's expense.d. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion ofAssetWorks and the Customer, relates to problems not caused by a Deviation in the Software, such assistanceshall be at the Customer's expense. 7. Software Maintenance Fee – Paid Up License. In consideration of the Maintenance services to be provided byAssetWorks for the initial 12-month period hereunder, Customer shall pay to AssetWorks an amount set forth in theOrder Form or Invoice. For each 12-month period thereafter, Customer will pay to AssetWorks fees in accordancewith this Agreement.8. Additional Software Maintenance Fee – Paid Up License. In the event the Customer acquires AssetWorksSoftware licenses in addition to the Software previously provided under this Agreement (the "Additional Software"),the Maintenance shall automatically be extended to cover the Additional Software, and the Customer shall pay anadditional annual Maintenance fee in an amount equal to 20% of the then-current license fee for the AdditionalSoftware at the time of acquisition.In the event that Customer purchases any custom interfaces, APIs or other software (Developed Software),AssetWorks may also charge maintenance on the Developed Software in an amount equal to 20% of the cost ofthe Developed Software.9. Other Fees and Expenses. If onsite maintenance is required, Customer will pay reasonable travel and livingexpenses of AssetWorks’ employees or agents, which shall be billed and paid as the expenses are incurred.10. Payment Terms.a. Annual payments for Maintenance will be due in advance of the commencement of the initial 1-year term of theMaintenance and on each anniversary thereafter.b. AssetWorks reserves the right to change the annual Maintenance fee by providing Customer written notice ofthe increase at least 30 days prior to any scheduled renewal date. 11. Default and Termination.a. The Customer shall have the right to terminate Maintenance upon delivery of written notice at least 90 days priorto any scheduled renewal date.b. AssetWorks may cancel Maintenance in the event that the Customer does not implement a Mandatory Revisionwithin 60 days of receipt thereof or such longer period as AssetWorks may consent to in writing. In the event thatCustomer does not implement a Mandatory Revision within 30 days following receipt of written notice fromAssetWorks of Customer’s failure to implement a Mandatory Revision, AssetWorks may then cancel Maintenance,effective immediately, by notice in writing to the Customer.c. In the event of any breach of the terms and conditions of this Agreement by the Customer, AssetWorks will, bywritten notice to the Customer, give the Customer a period of 30 days within which to institute remedies to correctsuch breach. In the event that such breach has not been corrected to AssetWorks’ satisfaction within said 30-dayperiod, AssetWorks may then cancel Maintenance, effective immediately, by notice in writing to the Customer.d. In the event that Maintenance is terminated by AssetWorks, AssetWorks shall have no continuing obligations tothe Customer of any nature whatsoever with respect to Maintenance. Furthermore, termination by AssetWorkspursuant to the provisions of this Agreement shall be without prejudice to any right or recourse available toAssetWorks, and without prejudice to AssetWorks’ right to collect any amounts, which remain due to it hereunder. Attachment 3 – Professional Services Terms 1. Services / Statement of Work. AssetWorks will perform the professional services (“Services”) described in theStatement of Work (“Statement of Work”). The terms of this Attachment 3 shall control any additional or futureStatements of Work that may be executed by the parties during the Term of the Agreement. No Statement of Workshall be of any force and effect unless and until executed by both AssetWorks and Customer. 2. Price and Payment Term a. Each Statement of Work will either be on a time and material basis or a fixed pricebasis, specified in the Statement of Work. The Statement of Work may or may not include a definitive list of“Deliverables” that must be completed by AssetWorks. In some instances, the Statement of Work will include adate by which “Deliverables” must be completed.b. In the event that Services result in greater AssetWorks duties than contemplated by the Statement of Work,Customer will work closely and in good faith with AssetWorks to modify the Statement of Work to ensure that theCustomer’s requirements are addressed and AssetWorks’ fees shall be adjusted to reflect increased Customerrequirements. PSA23-2113FLTExhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 6 of 11 c. Unless specifically addressed in the Statement of Work, all travel and expenses incurred will be extra and billedat the time of incurrence.d. Invoiced amounts are due and payable 30 days from the date of the invoice. The preferred means of payment isby electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) orDirect Deposit (ACH).e. Custom modules, interfaces and other software can be placed under the AssetWorks Software Maintenanceprogram.f.Not used.g. Bill to Address. The invoice will be mailed to the Customer address on the Order Form unless otherwiseindicated in the Statement of Work. 3. Resources to be Provided by Customer a. Customer shall provide, maintain and make available to AssetWorks,at Customer’s expense and in a timely manner, the resources described in this Section 3, the Statement of Work,and such other additional resources as AssetWorks may from time-to-time reasonably request in connection withAssetWorks performance of the Services. Delays in the provision of these resources may result in delays in theperformance of the Services, or an increase in the Price.b. Customer will designate qualified Customer personnel or representatives to consult with AssetWorks on aregular basis in connection with the Services. Customer will furnish such documentation and other information as isreasonably necessary to perform the Services.c. Customer shall furnish access to Customer’s premises, and appropriate workspace for any AssetWorkspersonnel working at Customer’s premises, as necessary for performance of those portions of the Services to beperformed at Customer’s premises.d. Customer shall meet all assumptions noted on the Statement of Work. 4. Subcontractors. AssetWorks may engage subcontractors to assist in performing Services without the priorwritten consent of Customer; provided, AssetWorks shall supervise such sub-contractors and the Servicesperformed by them to the same extent as if AssetWorks performed the work. 5. Confidentiality This section is subject to the provisions of the California Public Records Act, currently codified atGovernment Code 6250, et. seq., as amended. a. Because either party may have access to information of theother party that the other party considers to be confidential or proprietary (“Confidential Information”), each partywill maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations underthis Agreement and any applicable Statement of Work. Nothing herein will be deemed to restrict a party fromdisclosing Confidential Information to its employees and subcontractors in the discharge of such obligations.b. Confidential Information will not include information that (i) is, or becomes, generally known or available throughno fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing party; (iii) thedisclosing party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfullyprovided to the recipient by a third party without restriction on disclosure; (v) is independently developed by therecipient, without reference to the disclosing party’s Confidential Information; or (vi) is required to be disclosedpursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing partyof such subpoena to allow it reasonable time to seek a protective order or other appropriate relief.c. Because of the unique nature of the Confidential Information, each party agrees that the disclosing party maysuffer irreparable harm in the event the recipient fails to comply with its obligations under this Section 5, and thatmonetary damages may be inadequate to compensate the disclosing party for such breach. Accordingly, therecipient agrees that the disclosing party may, in addition to any other remedies available to it, be entitled toinjunctive relief. 6. Intellectual Property a. Customer and AssetWorks shall each retain ownership of, and all right, title and interestin and to, their respective pre-existing Intellectual Property.b. The Services performed, code developed and any Intellectual Property produced pursuant to this Agreement arenot “works for hire.”c. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship,trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual propertyincorporated into any Statement of Work or Deliverable whether or not first created or developed by AssetWorks inproviding the Services. 7.Not used. PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 7 of 11 8. Taxes a. In no event whatsoever shall AssetWorks be liable for sales, use, business, gross receipts or any othertax that may be levied by any State or Federal Government entity against a contractor to such governmental entityother than taxes upon income earned by AssetWorks for the goods and/or services provided pursuant thisAgreement. This exclusion of tax liability is also applicable to any goods and/or services that may be provided byAssetWorks under any later Order Form or amendment hereto regardless of changes in legislation or policy.b. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax shouldhave been imposed on the Services or Deliverables provided by AssetWorks to Customer (other than those taxeslevied on AssetWorks income), Customer shall reimburse AssetWorks for any such additional tax, includinginterest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates tothe Services or Deliverables provided by AssetWorks to Customer (except those taxes relating to AssetWorksincome), AssetWorks shall reimburse Customer such refund, including any interest paid thereon by the taxingauthority. 9. Termination for Default. Either party may terminate any Statement of Work if (i) the other party fails to perform amaterial obligation of the Statement of Work and such failure remains uncured for a period of 30 days after receiptof notice from the non-breaching party specifying such failure; or (ii) a party ceases to conduct business, becomesor is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which isnot dismissed within 90 days or makes an assignment for the benefit of creditors. In addition, AssetWorks mayterminate any Statement of Work effective immediately upon written notice to Customer if Customer fails to makeany payment in full as and when due hereunder. Termination of a Statement of Work shall not terminate thisAgreement. Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay AssetWorks the full value for all goods and/or services provided to, and accepted by, Customer up to and including the date of termination. 10. Termination for Convenience. Notwithstanding any other provision in this Agreement, either party mayterminate a Statement of Work by providing a 90 day notice of intent to terminate the Statement of Work. 11. Effect of Termination. The Terms of this Agreement shall survive for any Statement of Work which is stillpending at the time of termination until the conclusion of the Statement of Work. 12. Professional Services Limited Warranty a. AssetWorks warrants that the Professional Services provided underan Order Form or a Statement of Work authorized under this Attachment 3 shall be performed with that degree ofskill and judgment normally exercised by recognized professional firms performing the same or substantially similarservices. In the event of any breach of the foregoing warranty, provided Customer has delivered to AssetWorkstimely notice of such breach as hereinafter required, AssetWorks shall, at its own expense, in its discretion either(1) re-perform the non-conforming Services and correct the non-conforming Deliverables to conform to thisstandard; or (2) refund to Customer that portion of the Price received by AssetWorks attributable to the non-conforming Services and/or Deliverables. No warranty claim shall be effective unless Customer has delivered toAssetWorks written notice specifying in detail the non-conformities within 90 days after performance of the non-conforming Services or tender of the non-conforming Deliverables. The remedy set forth in this Section 12 (a) isthe sole and exclusive remedy for breach of the foregoing warranty.b. ASSETWORKS SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS,GUARANTEES, WARRANTIES OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION ANYWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOMOR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTYPRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S HARDWARE, SOFTWARE, FIRMWARE, ORCOMPUTER SYSTEMS.c. Customer represents and warrants to AssetWorks that Customer has the right to use and furnish to AssetWorksfor AssetWorks use in connection with this Agreement any information, specifications, data or Intellectual Propertythat Customer has provided or will provide to AssetWorks in order for AssetWorks to perform the Services and tocreate the Deliverables identified in the Statement of Work. 13. Relationship of Parties. AssetWorks is an independent contractor in all respects with regard to any ProfessionalServices. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint venture,agency, or other relationship other than that of contractor and Customer. Attachment 4 - Hosting Terms PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 8 of 11 1. AGREEMENT OVERVIEW. AssetWorks provides hosting services (“Data Center”) to support customers thatwish to outsource the operation and maintenance of the AssetWorks software licensed by Customer underseparate licensing agreements.This Agreement, the Service Level Agreement and the Hosting Scope of Service describe the hosting services tobe provided by AssetWorks (“Hosting Services”), the respective responsibilities of the parties.2. SERVICES. AssetWorks will perform the Hosting Services as described in the Scope of Services, set forth inbelow.The scope of services specifically excludes operation and maintenance of the following:• Customer hardware, including Customer’s servers, printers, network hardware (including routers and switches)and other Customer site computing equipment;• Customer application software other than noted in the Scope of Services; and• Customer Local Area Networks (“LAN”)• Customer network infrastructure for connecting to the Internet and to the Data Center The Services shall be provided subject to the Terms and Conditions, which follow. 3.FEES AND PAYMENT; COMMENCEMENT. Customer shall pay AssetWorks the applicable fees as set forth inthe Order Form.For new Customers, billing for hosting shall commence upon the Effective Date. For existing Customers who aremigrating to the hosted environment, billing shall commence when Customer is notified that the hosted or testenvironment has been established.4.CUSTOMER RESPONSIBILITIES. The Customer is responsible for:• Assigning a primary and alternate Customer designated key personnel to coordinate all communications andactivities related to AssetWorks services.• Providing user identification data and determining the appropriate security profile for each user. Customer will control security at the Application level. • All printing. No print job will print at the Data Center and all physical printing requirements will be handled by the Customer. • The purchase and installation of printers at Customer’s sites for the Application being utilized as defined in the Scope of Services. • Installation, operation and maintenance of all workstation software (and Customer’s LAN, existing data communications configuration, hardware, or software required at the Customer’s site except as otherwise stipulated in the Scope of Services. AssetWorks network and network responsibility extends from the AssetWorks routers at AssetWorks’ sites to all connected equipment at AssetWorks’ sites. • Testing updates and fixes applied by AssetWorks to Applications used by Customer. With the exception of emergency fixes, Customer will test updates and fixes prior to their introduction to the Production environment within a mutually agreed upon time frame. • Testing upgrades. Upgrades will be moved to production by the AssetWorks at the end of the Customer testing period unless specific problems are documented in writing to AssetWorks. • Diligent analysis of suspected problems to determine their specific nature and possible causes before calling the AssetWorks for assistance. Notwithstanding this diligence requirement, Customer is responsible for informing AssetWorks of any problems encountered in a timely manner. 5.OWNERSHIP OF DATA. Customer shall not obtain any ownership rights, title or interest in the software,hardware or systems developed or employed by AssetWorks in providing Services under the Agreement.AssetWorks shall not obtain any ownership rights, title or interest to Customer’s data files. Upon expiration ortermination of the Agreement for any reason, AssetWorks agrees to provide Customer with a copy of Customer’sdata files, as they exist at the date of expiration or termination. Data will be delivered in one of the following formatsASCII comma, separated value (CSV Format) with binary images TIFF, JPG, PDF. Customer requests for data tobe provided in any other format are subject to approval by AssetWorks and may require an additional fee.Hosting Scope of ServicesAll of the services, functions, processes, and activities described below will be collectively described as the“Hosted Services” for purposes of this Agreement.ApplicationApplication refers to the Customer’s licensed AssetWorks software, and third-party software hosted byAssetWorks.Support Software PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 9 of 11 Support Software includes the operating system, utilities, database software, and all necessary licenses required to operate the Application. Hardware Server infrastructure using redundant web servers and Oracle RAC database servers is deployed within the primary Data Center. If required by Customer, Customer shall provide the telecommunications equipment (including the routers to be installed at the Data Center), communication line, and services for connection from Customer’s site to the Data Center. Database Instances AssetWorks will maintain a single Production Database instance. This Production Database will provide the daily, real-time transaction data to the Application users. In addition to the Production Database, AssetWorks will maintain one additional, non-production Database (Test). Upon request by Customer, AssetWorks will populate these additional Databases with Customer’s Production data up to 4 times in any 12-month period at no additional cost. Custom Reports For an additional charge, AssetWorks will certify a Customer built Ad-hoc Report for scheduling execution from within the Application directly against the production database, certifying that the Report performs within appropriate performance guidelines and does not cause unacceptable response time issues. Once certified, AssetWorks will install the Report into Customer’s production environment to make it available for execution submission from within the Application. Backups Database and file system backups are performed daily. Backup data is stored and retained at a secure offsite facility for 14 days. Hours of System Operations The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day, 7 days a week except for periods of Scheduled Maintenance and previously approved outages. AssetWorks will not be held responsible for inaccessibility arising from communications problems occurring anywhere beyond the AssetWorks external network interface, nor will these hours of unavailability be counted as unavailable. Maintenance AssetWorks will complete routine maintenance on the Application according to the published schedule. AssetWorks will publish schedules for subsequent years on its Customer Support web site. AssetWorks will provide at least 30 days’ notice to any changes in the schedule. If AssetWorks is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in writing of its request. The Customer and the AssetWorks will mutually agree on the downtime, which will then be considered a period of Scheduled Maintenance. Data Classification The AssetWorks Data Center maintains SSAE16 SOC2 certification/ISO27001 compliance as a facility housing CUI (Controlled Unclassified Information) data at our facility based on the DOJ assessment using NIST 800-53 guidelines for FISMA (Federal Information Standards Management Agency) standards. The service levels set forth below apply to the Services provided by AssetWorks under the Agreement. AVAILABILITY AssetWorks will use commercially reasonable efforts to provide Services with an average of 99% Availability (as such term is hereinafter defined) for each quarter during the Term. For purposes of the Agreement, “Availability” during any quarter refers to an Authorized User’s ability to log into the Application during such quarter, and will be calculated in accordance with the following formula: x = (y - z) / y * 100 Where, • “x” is the Availability of the Application during the quarter;• “y” is the total number of hours in such quarter minus the number of hours during such quarter that the Customeris unable to log into the Application because of (a) regularly scheduled maintenance windows for the Applicationand for times in which Customer has been notified in writing (including e-mail) by AssetWorks in advance thereof;(b) a Force Majeure Event; (c) non-performance of hardware, software, ISP connections, and other equipment thatis not provided by AssetWorks or certified by AssetWorks for use in conjunction with the Services (except as suchnon-performance is directly or indirectly caused by AssetWorks).• “z” is the number of hours in such month during which the Customer is unable to log into the Application (otherthan for reasons set forth in the definition of “y” above); provided that AssetWorks has been notified or is otherwiseaware (or reasonably should be aware) of Customer’s inability to utilize the Application. FEE ADJUSTMENT In the event that AssetWorks does not meet the Availability levels set forth below, the amount of fees payable by Customer will be reduced as follows: PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 10 of 11 In the event the average Availability for the Application is less than 99% during any two consecutive quarters, Customer will receive a credit to its account with AssetWorks of 5% of the amount of a quarter’s aggregate AssetWorks Hosting Services fees paid or payable by Customer to AssetWorks. AssetWorks’ obligation to provide Customer with fee adjustments as set forth above is conditioned on Customer providing detailed written notice to AssetWorks of its contention that AssetWorks was unable to meet the applicable Availability levels. Upon receipt of such notice, AssetWorks shall have 30 calendar days to investigate the contention. If, at the end of the 30 calendar day period it is determined that AssetWorks did in fact fail to meet the applicable Availability levels, Customer will receive the appropriate credit to its account during the next invoice cycle. The remedies set forth in this Section of this Attachment shall be Customer’s sole remedy and AssetWorks’ entire liability in the event of a breach of this Agreement, including the failure of any Availability measurements to meet the thresholds set forth above. Attachment 5 – AssetWorks Hardware Terms 1. PRICE/SPECIFICATIONS. Price and specifications are subject to change without notice. AssetWorks LLC is notresponsible for typographical and/or photographical errors. 2. PAYMENT TERMS. All hardware will be billed upon delivery. All FuelFocus Integration Licenses will be billedupon delivery of hardware. Please inspect all orders upon receipt. Please email fuelsupport@assetworks.com torequest an RMA for any missing, damaged, or incorrect orders. You may also call 610-225-8350. 3. RETURN POLICY. AssetWorks LLC products may be returned within 30-days of invoice date for refund,replacement, or exchange. All product returns must have a Returned Merchandise Authorization (RMA) numberissued by AssetWorks marked clearly on the return package, or the package will be refused, and no credit will beissued. To request an RMA, please email fuelsupport@assetworks.com . RMAs are valid for 15 days from the date of issuance. The following information is required for all RMAs: a. The invoice or packing list numberb. The product name and part numberc. Company name, point of contact, mailing address, email address, and telephone numberd. A reason for the return If you wish to make a return or exchange, you must present the merchandise within 30 days of purchase. All goods must be returned in their original packaging. If the items are not received in their original and unused condition, a minimum re-stocking fee of 18% will be charged. Product that has been used will not be accepted for return or exchange unless under warranty or maintenance contract. Product that has been altered without the specific authorization by AssetWorks will not be accepted. Send returns with the RMA number clearly marked on the package to: AssetWorks LLC Attn: RMA Department 998 Old Eagle School Road, Suite 1215 Wayne, PA 19087 All returns will be processed and fully inspected. All products must be returned in original condition including packaging, manuals, and accessories (as applicable). 4. RETURN SHIPPING. All returns must be shipped freight pre-paid. 5. UNAUTHORIZED OR REFUSED RETURNS. Packages without a Return Authorization Number will be refused.Additional charges may apply if all peripherals and accessories are not returned in the original packaging. 6. RETURNS OLDER THAN 30 DAYS. Returns older than 30 days from the invoice date will be subject to a 25%restocking fee. Only product that is in current production will be accepted and an RMA must be obtained inadvance and clearly marked as stated above. No refunds will be given. 7. WARRANTY START DATE. "Start Date" as used in this policy means the date this product is shipped fromAssetWorks manufacturing plus 3 months or the FuelFocus go live date, whichever comes first. 8. LIMITED HARDWARE WARRANTY. Warranty coverage for AssetWorks LLC (FuelFocus) products aredescribed below. Additional support coverage can be purchased with your AssetWorks products. Please consultyour local AssetWorks sales professional for annual support and services fees. The terms and conditionsgoverning your warranty on AssetWorks products are located below. Such terms and conditions supersede allother terms, unless otherwise agreed by AssetWorks. PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Page 11 of 11 AssetWorks, LLC ("FuelFocus") provides a 1-year limited product hardware warranty to purchasers of FuelFocus products. AssetWorks warrants that the product hardware will be free from defects in materials and workmanship during the warranty period, subject to the following: (a) Labor and travel costs are not included, unless required under contract specific terms;(b) AssetWorks will supply new or rebuilt parts to replace parts that are found to be defective while within thewarranty period;(c) New installations must be registered with the FuelFocus Support Center within 48 hours of installation toreceive warranty benefits, otherwise, the warranty period commences on the date of the invoice;(d) Help Desk Support is available between the hours of 8:00AM- 5:00PM Monday through Friday upon aHardware System Failure;(e) AssetWorks will repair or replace such product hardware within 14 working days of its receipt of the failedhardware, if in advance of its receipt, such hardware (1) was evaluated by AssetWorks Technical Support inperson or via telephone, and (2) received a Technical Support RMA number from AssetWorks;(f) Further, the product hardware must be shipped, shipment pre-paid, to AssetWorks, and the RMA number mustbe clearly indicated on the shipping box and papers;(g) Problems caused by faulty installation are not covered under this warranty. This warranty applies only if theequipment has been installed and used in accordance with the AssetWorks Installation Manual;(h) Use of service personnel other than qualified AssetWorks service providers without prior written approval of theFuelFocus Product Manager will void the warranty claim;(i) Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of nonAssetWorks parts, or by the unauthorized alteration of FuelFocus parts or equipment will void this warranty;(j) Damage suffered by FuelFocus equipment resulting from shipping, accident, power surges, neglect, misuse,acts of Nature, or abuse are not covered by this warranty.9. LIMITED SOFTWARE WARRANTY. AssetWorks provides a 1-year limited software warranty to licensees ofFuelFocus software accompanying AssetWorks hardware. AssetWorks warrants that the media on which thesoftware is delivered will be free of defects in material and workmanship for a period of 1 year following delivery ofthe software to licensee. AssetWorks warrants that the software, when used in accordance with the terms of theAssetWorks software license, will operate substantially as set forth in the applicable AssetWorks Documentationfor a period of 1 year following delivery of the software to licensee. 10. WARRANTY LIMITATIONS. AssetWorks’ warranties as set forth herein ("Warranty") are contingent on properuse of the FuelFocus hardware and software ("Products") and do not apply if the Products have been modifiedwithout AssetWorks' written approval, or if the Products' serial number label is removed, or if the Product has beendamaged. The terms of the Warranty are limited to the remedies as set forth in this Warranty. THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SOFTWARE, HARDWARE, PRODUCTS, DOCUMENTATION OR ASSETWORKS SUPPORT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. TECHNICAL SUPPORT ACCESS. During the warranty period, toll free phone support is offered 5 days perweek (8 a.m. to 5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the nextbusiness day. Access to Technical Support after warranty period is on a commercially reasonable basis (unless anAssetWorks Support Contract is purchased for all systems owned by the customer). 12. SOFTWARE UPDATES. During the warranty period, software updates for system software and softwareproducts released by AssetWorks are available by contacting AssetWorks Technical Support. System softwareupdates include applicable minor releases (e.g. Release 2.0 to 2.1) to the AssetWorks family of products as well asmajor feature releases (e.g. Release 2.x to 3.0). Customer must have access to the Internet for Web Browser orFTP downloads as directed by Technical Support. Software updates released after the initial 1 year warrantyperiod are available as an upgrade product for the then applicable list price. PSA23-2113FLT Exhibit "A" (Cont'd) DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY A 1,000,000 9950-48-39 X HOU-003993193-03 1,000,000 2,000,000 20303 2,000,000 SIR of Marsh USA Inc. N X09/27/2022 8 09/27/2023 09/27/2022 09/27/2023 Mark.Warren@marsh.com 73600397 Professional Liability A 2,000,000 1,000,000 X Great Northern Insurance Company 1,000,000 X A X 02/28/2023 Volari 1,000,000 09/27/2022 1,000,000 RE: All Projects The City of Carlsbad is included as additional insured with respect to general liability where required by written contract. Waiver of subrogation is applicable where required by written contract and subject to policy X P.O. Box 947 Murrieta, CA 92564 City of Carlsbad/CMWD terms and conditions with respect to General Liability and Worker's Compensation A CN102165922--GAWUP-22-23 Limit 25,000 09/27/2023 1,000,000 9365-24-30 X 1,000,000 20281 1,000,000 1,000,000 09/27/2023 X 7176-4342 120 Bremner Blvd., Suite 800 Attn: Canada.Certrequest@marsh.com Marsh Canada Limited X Toronto, ON, M5J 0A8 400 Holiday Drive, Suite 200 ASSETWORKS INC Pittsburgh, PA 15220 X 9950-48-39 09/27/2022 c/o EXIGIS Insurance Compliance Services 09/27/2022 B Mark Warren 09/27/2023 416 349 4888 Federal Insurance Company DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 ~ I ACORD® ~ I ..__ D □ ..__ ..__ R □ □ ..__ ..__ ~ ..__ '-- ..__ '-- '--H I I I I I □ I DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 COMMERCIAL. AUTOMOBIL.E THIS ENDORSEMENT CHANGES THE POL.ICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance pro'✓i ded under the following: BUSINESS AUTO COVERAOE FORM This 01c!orsomont modifies tho Busincs.s Auto Cove; mgc =orm. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. -CANCELLATION -cf the COM~.•lON POLICY CO-..,C11'10t.JS form IL :)0 17 is del&l&d s.r,d replaood with the fclkl'lling: !:I. 60 d.1~•\:; ':)cforo Lile ,1ffc,c,1ivQ c!:l!Q of c::.iooolL.-.ilion if we cance-1 for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As ln$ureds The Namec: ln;;urP.c shm~n in thP. Oectar.:;tions is amondod lo include: Any \:gal~• incorporated subsidia,y in which yc,u 0•11'1 rnorc uwn 50% of lhc vol og st,:>ek or, th~ .;.ffacfr,e da:e of1he Co..-Eirage Fonn. HO•t/•)VO(. U)C NamoC! ln:su•c(! dOCf> n<>l iocl.tda any subsidiary 1h,al is an "ii sured·' under any omc, automobib polty or wculd b•:> an "insured'' under such A pofic~• bd for its lcrm oauo, er lhe OXhauslon or its Limit 01 ln;;uran:::e, i. Any O<RanlzAtlo, that I~ ao.1ulred or forrred b\' yt.•u and O','CI •,mi'-.:h you 11wi11Wi11 majoii.y (JWlltH:<.h ip . H<.1'1/t'!•itW, lh-e \lam.;d lfl!"Jjl\;(J doc:: not inc.Jude any newly formed or acquired OJ'9M i~llon: (o.} Thal i~ on •insorc:I" 1Jndcr .:iny other ~Ul.">mobllo pOlicy! (b} Thal has &xhaust~ its Limit of Insurance uncor :ioy othor i>olic':y; or (c) 180 days or more after its e.oquisition or fnrin:ril">n h'( Yl">li IUllC!S,~ y<lll h:lVt! r,Nnn us \\'rilten notice of th€ aoq1.1istion or forma:ion. CO\·en:igo, do~ not-appty to "bodily injury• or "otopcrt\o dama~c" lhal rosults frc-m ao •aocidot\t'' 1ha: occ1med before you fonned or acquired 1h!;! organ 2alion. B. Employees as Insureds Par~rapt1 A.1. -WHO IS AN INSURE:D -of SECTION II -LIABILITY CO'✓ER.ti.GE is amend!;!d to add lhC following: d. Any "employee~ of\•ours while using A ¢0,.·orod ·aulo· you :tool owo, hir•:> or bOltOW in your b (fi',iOt'!f,$ Of \'OU! pt'll'Sl">OAI afkirs. C. Lessors .es lnsun:ds Paragrapt-, A.1. -WHO IS AN INSURED -of SECTION II LIABILITY COVERAGE h'l amended to add th6 :o!lowin2: <:. Th(} Jc:~s..">r of :'l O.">vc:rc:d •~1u:d1 -.vhito lhn "auto·• is leased to you ur.der a written Aflffi<-l.'O(~OI If• (1) The agreement requres you to provide direct orirrar:1 ifisu.rancc for th~ IF.s,=,or: and (2) 1'ho ·al lO" is lcasod willloi.11 .:i drlvor. Such !eased "auto' will be-c:::1n,=,id!;!r.;.d a ¢Ovorod 'auto· you :iwn anc nol .:i covorc,j "auto·· you h.ir.;.. Ho·,,c,,o,, too toss.or Is an "insurc,:1'' ooly for 'bodi),' injury' or "property q;mage' rcsJlling frc,m LhO acls or omissions by: 1. You; 2. Any c,f your ·em,ioyccs'' or a.gents; or 3. Any perl',on, exc:ep: the l~ssor or w 11 ··cmvk•yoo' 01 a19c111 or u,,:; lessor, ll~">era!lng an •8ulC,"" .,11th 1.,e perm ss·on of a r,y of 1 . .:ind/or 2. .ab:-w~. D. P•~ons And Organizations M lns~reds Under A Written ln1;ured Conb'.ict Paragraph A.1 -WHO IS AN INSURED -of SECTION 11 -LIABILITY CO'✓ERAGI: Is amended lo a.dd the :ollowin2: f Aoy fl•~ff-1(10 <ir (IJ',):-1fllr.ilinn .vilh !l-'l~j)(ld In 1he or:eratfon. main:enanc:e or us!;! c:f A ¢0VO/Cd 'aulo", pro•1i(IC(I lhill you af<CI ~uc:h person a organization havE: Agreed on<:or an c:xpr,)SS o~vision ion ••ifiUcn •'insured contract', •~•ritten agreemer,t or a wt11tcr1 p,~m il issue:i lo you by a 90'\lernmen:AI or public autM rity to add such person or or9ani2alioo to lh s policy as an "insured'. Ho·,,c,,o,. &Jch po,soo ot orga1izalloo is an •insured~ oil~•: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "locludcs copyti!}hlod malcriaJ of losurar.co Soivieoo orn::o. Loe. \\'illl lls pctmission" DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 (1; wiUl res.peel to lho opcralioo. maintenar,c:e or use of a OO'lfHf!:i "auto'; and (2) for • bocily injur?·~ or • :>rc:perty d amage .. ("-'!Us.Ad by Rn ··aocd.;nf whieh lakes place sher: (A) Vou f:x"-!<:ul<'id lhe •insute.:J conltAc:t· o.--....,m~n <'lgre~ment; o, (b} T h◊ f)◊rmil h.:)$ bC!Ml i \'l!'.lL'(!d lo \•OU. ;i FEL LnWE-MPLOYEE COVERAGE EXCLUSION B.5. • FELLOW Et,1PLCYEE -or SECTION II -LIABILITY CO'✓ERAGE coos nol ap)IV. ~. PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Pan~graph A.4.a. -TRANSPORT ATION EXPENSES -::1f SECTION 111 -PHYSICAL DAt/tAGE COVERAGE IS a mer,Cled 10 pm·/lde 1;1 llmlt of $.iO·per d AY ll')f le1np01Ary l(AI\SpOflAll(JO ffi.)f!l\91'!, ,;ut,je:-;t ll) a M1'1Xin,um limil of $1,000. 5. AUTO LOAN/LEASE GAP COVERAGE P:irngr:i.)h /\. d. COVE:R/\GE E:XTENStONS of SECTION 111-PHYSICAL DAMAGE COV ERAGE is :im<:ndod lo ;uJd the> ~ollowin~: c. Unpaid Loan or Lea<Se Amounts In 1hr: (!\/1).'lil o( ;:i 1nt;,1I ''l<)S.~' In :-1 r':(IVfW:ri ''<ll.lln'', WC! viii PAY an\• unpaid R.mounl due on lhe lo An or lease for A oc,vo,oo •~ul•:>" minus: 1. The amount paid under the Physk:al Damage Co\•ora.<10 Socuo.1 cf mo oolicv: and 2. An·t•: ~. O·,o,e1uo 1oan:'l0aso payments at me limo <•f the ·ins.ct ; b. F1oancin1 ponatllcs imposcel uodor a icaso ror e>:c:essive use, ahno nnal we(!tt and tear or high· mi!ea!=je; <:. -socurily d~posits not rclurnod by lr\C lessor: d. Costs for ert~nded ,,,ananties, Credrt Lfe lnsumoco. HOOlth. A<:Ci(lOl')l or DiSnbilily lm.urance purchased with.tl'N; loan or lease; <.tlld e. Can1•<N~: llalA1'1ce'i> from .)revious toa,\S or leases. ,,ve, v;lll p.<ty f:)r a1\y uopak'J F,11''1001\l due on !he loan or Jcasc if caus•xl by: 1. Olll<!t thn,1 Cornston C,'>vorng~ only f Iha Oecla:ations ind•:ate that C:,rrpt&hen6ive CtJ\•~l':'lg,'> Is p,'Ovid(ld f<,r ~,1y COV!'.ll'(.•d ~:11,110": 2. Specified Ca.use~ of loss Cover.aQe o nly if the 0~:':l;;!Jllli()ll~ h riit.:-1·~ th;;il sri~:".101¥1 (;;111:er'lS of l oss Co,;erag-e is pro\'ded for any <:O'leted ·auto·: or 3. Col ision Cc:verage only if the Ded ari:iti:,ns indicate Ulat Collision CovcraQc Is pro\'idOd for af1V cm•erad ~auto . 6. RENTAL AGENCY EXPENSE Pi:uagraph A. a. -COVERAGE EXl EHSIONS-of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amcnced lo add lho fo11ov1ing: d. Rental Expense VIC Will pay lllo foliowiOfl OXOOllSC$ Lila.I you Of an_y of\•our ~employaes· ,ii>e legally O:,ljgat.ec! to pr:.y bocauso of a ... uilton cooua<:t er agr~ment entered into for use of a rent~I ve:llic!o lo Ill¢ cooducl of you, business: MAXIMUM VIE WILL PAY FOR ANY ONE CON·TRACT OR AGR:EMENT: $2,500 lot loss~, in co ire incuttcd !:ly lhc rentAI -,gency during thl':-period of :ime thAt ve:tticio is ,)ul of use 00<:ausc or aa.ual d;image to, or ·1o~s· of, th.in "eh.tr.le, 1,c:1ud ng i111;ontl) lost lluu lo <.11Jsc11cu d thut vc.:hi.,;11) for use at-1 a ,.,,pl<J~me,'1; 2. $2,500 for dccrcaoo n ttade>in ,•al,Jo of the re,'IIAI W.l).Clf! bec-,uee of AClua l dAmage IC th~t •tohiclc arising out of o covered" .. loo~ .. : and ~t $2,5!)0 for nd1"lini!.lrnti~ cxptmt c-:~ lncutr<!tJ b>· ths tental ag&ncy. as stat~d in the oontr:1c1 or :-19r<:◊m¢nl. (j. $7,500 maximum total amount for paragraph~ 1 . ? .l'lll<I :) t:l)tnhine<t 7. EXTRA EXPENSE -BROADENED COVERAGE Paiaoraph A.4. -COVERAGE EXTENSIONS -or SECTION Ill -PHYSICAL DAMAGE COVERAGE ls amooced lo add 11,0 fol!o-,;in>1: e. Recovery Expense Vic ... ,m JXIY fo( :Ile o:xpGoso c,f rctuming a stolen coverec! ·;:11Ao .. to you. 8. AIRBAG COVERAGE Pa,agmph B.~.a .• EXGLUSlONS -or SECTICN Ill -PHYSICAL DA \,fAGE COVERAGE does m t ~Pt•IY to :he a<:cidontal Of Ull!OIOOC!O>:! (li SCllcl.fQ:◊ o· an-;iir!n;g. Cm•era!=je is excess over Rny ether <:oncc:iblo iosura.1cc or wananly spccmctlly de;;ignec: to prov d e this cm,er.~ge. 9. AUDIO, VISUAL ANO DATA ELECTRONIC EQUIPMENT • BROADENED COVERAGE f>Rn:19raph C.l .b. -LIMIT OF INSURANCE. o; SECTION Ill • PHYSICAL 0 At•.'1A•3 E Is d €1eEd ano replac:ed '111th the :oJlowlng: ti. $2,000 Is the mc:st .ve wm r:ay ro.· ''loss" 111 any one ·ac:c:lc:e nr to au e1ec1ronl:: equipment that reprodt c:es, r~c:e!'.\~s orttAnsmtrs audfo, visual or d AtA s1Qna1s which, at tta 11m~ c:f "IOss", Is: ('I) Perm~ne-n1l?• lnstaUed In or up::1n the c:o•.·ered ·~uto · In a hoJsing., opening or 01M r loc:atlon that Is not normally used by 1he .. a Jto~ manufacturer h r the instRJla:lon of suc:h equipment; (2) RemovRble from A perman..nuy lns-.all~d t101,slng rJnit i:;;; des::rlbed fn Parf,lgraph i .R. a1>0•1e or I;; an Integral part of that eq1;1pment; or (3) An Integral part of suc:h equipment. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Form: 16-02--0292 (Rev. 1 t-16) Page 2 of 3 "locludos copyrighlC•:! material of tos01aoo, Sor,io,s Ofic◊. l'lC. •1/ilh ils permission" DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 Unc!ar Paragrapt, 0. -DEDUCTIBLE -of SECTION 111 -PHYSICAL DAMAGE COVERAGE the fofl.owing is adc!ed: r~o Clceluclif>lo applios Lo glass ctam~gc If lllc glass i;; rP.paired rather than replaced. 11, TWO OR MORE DEDUCTIBLES Par1:1graph 0.-OEOUCTl3LE -o: S~CTION Ill - PHYSICAL DAMA.GE COVERAGE ~ am~nded to aCld mo IOl$0"vtng: If tt,is CovE:--age Form an:1 Rn~• ot,,er C::,•.·erage Form :i, policy issuoc :o you b'/ us lMt iS nol ao aut.-,mot:Oe prACy o· Go·1P.rR9e Form appl es 10 1t1-e- ::;~1111c: ·'aot.:idc:111". lhc fullowi111,1 i1p;,lic::;: , If Lht'; dedo<;Ubl€-uod~r UliS 81rsioess A\J'.O CovCJaijc Ferm is the s.11aUct (or ~mullc;st} <h'!d1.ct11>1!'!~ it .. -..ill be wAiv~; 01' 2. If the dcdvctibl:e undor th.is Bv~incss Au:o Cov◊l':l:J (! l='C:l'ffi it, llOl lh<! !lll'l:ll~r tor cm.::alb t,1) dedl ctib~. it will be redJced by th-& a11cunt of lhn sm:ill(!I' (01' sm,l l~si:, dcduclihll). 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT. CLAIM. SUIT OR LOSS Paragraph A.2.a .• DUTIES IN THE EVENT OF AN ACCIDENT. CL41M. SUIT OR LOSS ::,f SECTION l'o/ • BUSINESS AUTO CONDITION,S is delP.ff;,.1 Anci rE;placF.c! \\'ith the folb 'lling: a. 10 lhc <.'VO.'ll of •ac~iCloo:~. •~laim, "suit' or ·'loss .. , \'OU mus: prompt!?• notif~• us wher, the ·'accidool'' is kno't/i'l lo:- (1} vou or you, avll'b(iZCd ,cp,oocnlaU,•o. if \'OU are an ndi~·idual; l2} A f)a(blC.', (:,f ;)Oy alllhOfiZOCI representati·.·a, if you Are a p1:urn.ers.i.ip; (3} A member. n )'OU arc a limilOO lia)ili:y company;or (4} An cx;.x;utiw offi1,;c1, i11::;u1an1,;1;; 111miu9u1. or auL1<Hlzed reilff!ser\tA!iV€>, ff y<,u -are ao orgrin zation other han a ix;rtncr$hi.:> er limiled liabilily c:on1pany. K OO\/i/00!'.j◊ c:f :lO •::iccld◊f\l'". c:l.::aim, •t .. Jil' Of ''los,s;" by C:l.h(l( p~~OO!,: tJ()~ f\01 impt( lh:,t I.hf! flM~On!'-li$h~tl ~lhl'>V(! h,-"lVI~ $111":h kM ·, .. •J1)Cl!J(: Nolico to us shOuld iACliJCIC: (1} Hm,, ·11han ,iird where thE! ·accident' or .. 1o;;s .. oo.~urred; (2) The .. i,'l.o;ured·,-·· name and a:idress; and (3} To the exte,t possible, the name$ and adcresses of .an?· injured pf.fSons or wt1nes~es. 13. WAIVER OF SUBROGATION f>A1A9raph A.f>. -Tl1ANSr-En or-n 1c 11TS or Rl:.:'!OVEl!f{ /,G,'\INST 0 1'HERS TO I.JS of SECTION IV -BUSINESS AlfTO CONDITIONS~ <l~trdOO ;111<', r~pl.l<:~rl \\'ilh lh<i i<1ll:-iwi11g· 5. Vic wm v1aivc lhc riQlll of rocovcrv vtc ,,JOu!d otherwi;;.e h.a._.e -,~ir,st an::,ther pf.fSon or o~a,,izition for "{os,=;~ to whic:-h this in;;uranc:e applies, providF.d the .. insured" has waiv~d UlOif rittllts of (OCO'ICIY att~iost such CCf$0(l or o~R,,iZl'ltion un:ier a c:ontrl'lc:1 or agre..ment th1'1t is entP.r€d into bP.fore ;;uch 'loss·. To the P.xfi:!n: thi:i-t the •'in,=;ure,.1·,-~ ri~ht.s to rcco•,or damattos to, an o, P;)fl of a,w p,iyment n1:1<!e un:ier this nsuumoe M s not beer waNcCI. tlloso ,!gills a,◊ trnosfo,r<o:I lo us. lhat p,w;on or orga,izition mu$1 do c-.·er:tllliog ouoe:ssa,>· 10 sucurc our ,t}hts an<: mus1 do nothing after \eic:c dE:nt~ or .. less· to irrpair the 11. At our request, ihe insurad wil briog svil or l(ansro, :txiso agnts to us aoc help us enforce thP.m. 1~. UNINTENTtONAL FA ILURE TO DISCLOSE HAZARDS f>A1A91-a~1h 8.2. -C()NCEALMENT, Ml-5REPRE-SENT ATION or FRAUD of -SECTION IV -BUSINE£S AUTO CONDITIONS-t::i deleled anc• rcplacod with tho :ollo-.ving: If yod u11iol◊nlion:.i1ty foll IO <llt.t.:IOU! nny h/'J:mrd~ existirQ at the inoe~•tion date of your policy. we will nol void C:O'l<!f:J9(! Ufld!)I' lhis COVf!l'f;Q(: J:011n because ofsu~h failure. 15. AUTOS RENTED BY EMPLOYEES Pa,aomph 0.5. • OTHER INSURANCE of SECTION r,J -BUSINESS AUTO COHDITIONS · is amon<:od lo ade! mo ro110-.-,1~: e. Any ·a1,to .. hired or rented by your 'empbyee .. on you·, MMI( and al your dircclion will bo oon.o;idered Rn ·,mlo~ you hirEL If an ·'cow1oyoo's" personal insv,anoo ruso appJie:s on an axcoss basis to a ccvc,ed •~uto• 111,00 or rented b?• y-our ·employee·· or, your b°'half and at yol, <:i(<:clioo, Ulls insutaoco will oc primary to the ·'emplo?•ee•sr personal lnsu,ancc. 16. HIRED AUTO -COVERAGE TERRITORY Pa1~mJ,h B.7 .1.1.(5). • POLICY P:RIOD. COVERAG: TERRITORY of SECT!Ofi IV - BUSINESS AUTO CONDITIONS is dclotcd an:t reptAoed wilh '.he f<,ISO·,ting: (5} A covered .. auto~ of the private passenger lypi! It, 10.'H".-.'ld, hired, r~f\led 01' bOl'l'<i•,/~d without s driv;;r for a p&ri:>d of -15 days or 1:-:r.s; :11\d 17. RESUL lANT MEN TAL ANGUISH COVERAGE P;11:;t9l't1f)h C :,f. Sl=i.l'ION V -f'lFF'INITIO\JS i:i;. defP.tF.d an.::· rF.placF.d by the follo\\'ing: "Oodll·,-inJuiy' moars bodily in;u,;.•. $iCkooss ot disease sustAine:i by an~· person. including rnC<'llOI aottuis!l C( CIOalh as a fCSIJJl of U\C 'bOdltv injury·· ~l•stained by that pen.on. Form: 16-02-0292 (Rev. 1 t -16) Page 3 of 3 "IOcilldOS copyrighlC•:I material of IOSOJil.00) Sor,io)S Ofic◊, l'lC. •1/ilh ils poon1ssioo" DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 l~lt"""4 ~ .. ,.-~ CONSTEUA ll()fl SOfTWARE. IHC. 6266 Roa<WE'.lORM HE ctOAAAA.PIOS tA.6201 ~~WC t~:(2!)7170-43-,1:-2 --~Ol:~ of ~Mmot't 09-Z'l'-:o:z:1 TO~tMOZ, 00.:?7~ I " -' ACE ANERICAH INSURAIC:E OOM?.l.NY " ' ... ,_,,. --"" •o-~•-~.,,,,_,.ll<'.,,.~tlNut0..,Nt-•A·n WAJ\fFR OF OUR RK"iMT TO RFCOVFR f ROM OTMFRS FNOORSFMFNT we ha•'t tne rt(tlt to moo-.·or oo, i:.tJmer'dS rrom MtM& I~ for an injJ!y (l()lffll(I t:t1 this "°'9'· we 'Ill not enlora, OOJ nglll agai'cst hF! peison or organc?atlon n.:.w:ned in the Scrie(ju,e. Tl'IS ag;reeloeni a~1eis only ,to the exta\l lh::11 you P='rtMn WOl'k \rdeor 3 wrtr.eo OOW3.ct Ch3t requteg you lO OObin th8 3~reemet!l trorn US. Thi~ ~ e~I not opcr.ite, airCdt1 or indir¢C:U'J to ber~r1 :'Jtl'I on,e f'IOI ~ in lt'IC Scncduec. Se~uki A?--.' f't.RSCN OR QRG;..'IIZAI;Qt> AG,;.INST WHo« YOU HAVE rl.G.Rtt:D ro .;;,Jyt '(CGR R.IGH'I or RE>COl!E-;w I!l A \iRITTEN C:>~ra;.c:, ?ROVID!D S'JCM C0~7llC! i.lAS t XECUltD PR:OR !O !KE ru.!E o: LOSS. For !tie ,tates of CA. UT. TX. refer lO sl.3.te soecil'II:: encJorse1'1ll!Ms.. This ~tiS not 3.pf,\'k:abl& in KY, NH. and NJ. The~ mes not :«A'! to polidts i'I Mi$$CU'I 'AtJet$ tt,e ~ i$ in 1M eonstruc6Cn O'OUJ) af COdec dassltc:l!lons. AaX:«lrl9 to Sem::n 287, 150(6) ot lhe Mssot.ri S1at.US. a O)nC.QCQ.131 prc,.ilson W'POl'II09 10 w..iVe subroQ3tiion tights ~ p,it:fic poky .u\d vcid -.ti«e one P3ft/ ,o lhe cortraet iS an ents:i10« in the conslnJct.«I 91'Qt.l) OJ cooe C13$$111C.."Wl$, FQI Ka~ \Ail: QI It iii emk.11:.11::111t11! i$ li11~1Jytr,e Kl.II$$ f~ime$S iu PliY.lle Cvi"lf\lCWl1 O)rltf.td Ael(K.SA. 1~1601 ;:r,roogh 16-1607 ood Mi amendmenl$1hM,10t and ttle Kansas FameG$ tn PtbllCCC.OS~ COOtr:ld. ,\tt(K.$.A 18 1001 UWOugh 16 1 ro8 :lll'ld MY :.mMdn'ICftt~ !~O). Accotcling 10 lhe Adt .:. pto#..Jon in a COl'ltr3d IOt ~ « l)OtlllC «mt'VCl.lon ~ t,O \Y31W i'Jbrog:ltk:ln right$: lcr lasses or d:.lr:'li C'CN'ered Of p.Jld by lablity ot wcrkers compenswon ilsurance sha1 be aoailst Pl1>io DOkY 300 shall be void 3nd t.nenforc.e3!Jle f.XC».OC NL SW:ied to me Acts. a cortract may rtQtire waite.r Of SUbf'00,.1ljon r« 1C>$M$ « d:li1Tl$ oaid &J a ~ (XY,f'3P·UPmuronte p:og.'am, VIC 00 03 13 !Wt»} DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 CHUBB. Uability Insurance Endorsement PrJ/cy Penod S&'IEMIOZI. 2022 TO SEPIEMl:lfR 'I/. 2023 ~ 0,te Sfl'm,!Wl27. 2011 PrJ/cy !Wm//er 99X""8-39 l'X!C /nslJrl/d CCl'ISIEJ.L,\Jll'I Sl.FIW:\llB..INC NemeofCo,rpany fl:IfflALl'ISlMNOHXll-lPANY t)>telssue~ Sfl'm,!Wl:29. 2011 ]]lJs _,111 OJlPlies to loc rollo11ife Jinns: Gl:NH<Al I..IAlllJ.fiY Who Is An /muJvd Jv:J itonal I sure - $:)/) p 0 0 ga iz Lialili!y~ Fem, 80QUJ36l(Rw. W1) Urdcr 1\00 Tolin mll\'d, m ll.lll:.1Wl"f! provi,ioo is a:tfoo. Peoo.ns«ll'g~sb,.·,wn io tbcScbakll&mDW"l!ds~ bot (b,•y rft mu:ru1s ~· iJ ycu ~ l~pth.J,--trl iJ ~<lr~Ulfl\Mlettl:lu with ~~Mi.-. uffinbl hy ~1'-lli.y. D:we,e,; Ille -,,iar~is:11 bu-ed ODl.v: • if aod Lbt:D ~· h.: the ext~< chC:p.'.!'$)1)(1f~ufuoU de~itl ltte~ • ,o lOO cxrem Stx:b ~..a or ~'tlYtu roqulrcs me peoon 01 orgirizooon to be atf<d:OXi SffiUS<ts<•1~1m; • fi:r uuh~ thal Lli.f :lf:t t:o:.,r, irl wh;~ or iD Pf1t. 11:f<l'e lhe i:.,OCUIU:a of the umlnlt.1 tr llg'<:t:!i~l: f•·lll • wih~l lo~, kl&i,l'OGtUI'~ binj.D:y <.If~~ W:. winch ftooitl5un:,~ llpj)libl. Ne pm..n ,., agooi:ru6mis lltl lo,ured ui ad« this~ • ih3l ~ mre ~ ife:11.ilied wder Hlty ed.~ ptO\'Nl.)O li Ile "i'J,;) IS An hmrW sa:litn (~~l)f wt}' lil11iluthm upp)ub.le lhfret)~. • wilt~u:tluwJY~l(:ck:ttuflwhifiy(uftlllOOU'pm};:n,rl~:n)hyth:luina OO!mt.tcr ~ ··~ Jimwlili:8 d:cs I l~ ~)ly In th: &blJity liX ::Jfl:i~'C.1..l.:t..'i. IX»it<lr ~liXiltjlaytr~luwbk.'h~inu,m.:c~la..UutUic:~<lr\~ ''":w.l }lit,e in 1be uhseu::e-of ~di. i:x:c IIIICLtr ~.:r:t. ""'"""" -' DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 CHUBB. Uab/Ht¥ Elldorsement (<xmtinued) ColldlllOns Othorlnwa c Pimy,No tor lsvacr, Shdl PnOgiz to Lialili!y~ Fem, 80QUJ36l(Rw, W1) Un.icr Ccmdmro.:,,. tht f<.dl<AA1ins r.R~iq;oo i~ 3d:kd tr1 a:.c 001.tdidoo tit1£d C>tbcr l'lOOCtOCC. If ~UIJ me ob~flUl'SWllllUJ 3.CCXJU;tCt ,.,. 38J'Cl."f'll:lll. toprcwii: tbepe.&'ltl oror~ m:'.>wn in theSmo:tnlJ\ "ith pin:Y)• ffl11r311cxHnch ~ f: nffoml h}• ihi~rcificy. thm in ~1:h ::a~ ibis hwmooe is pdnmy 300 we will 001 seek OOUll'Brut.tm from i.'lSIXm::e S'o'aibble to such tlCI'SXl- Ct'~ ti Pcr;,q.JAAor~Uu:f. yiru ocecblpd. pm-.1CU '1 u ..:<~ «agccn~,1 JlfC\'lde w.ltb A>Ch in,uraroc a~ i~ affim:ia:I hy Olii;-pollcy. All <1lbl!r im:a,,:; f•ll c:m.:6tittl-in:nml m::bmgtxi -· DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2 W•rhen' C<>mpennll•n aod E...,loy,n' Llabllltf P•lloy Nan9CI linatnd End~N1,11N>11r CONS TB.LAT ON &DFTWAllE, INC. 5265 ROCKWEU ORI~ NE POiey N1911ber CB>AR RAPIDS A 52402 Syn'IIOI: WIC NIS)lller. (2S.)717&-4S-42 Pdi:,yPa~ Efhtcti-..e D«tTil qf Encbwmv,rt 09-27-2T009~7~02S 08-.27-~ lasued ~\"am& ... lneizsnm _,.,,paiyJ ACE AMERICAN INSURAllCE COI.FANV lnlllltflo pol;y n11ni:~u. th~ 19111tln4tr cf iw hfoml~ le W be t:Wll eit~ Clllly n, t~un4cnemwtlaMQtcl IL&NQvwt 1o 1l11~ PfiPllll.~an 11111, PQ ky, Tll~--~olw",)• tblopdlc,y'3""4ioh 11sahd1ad mt k.id.af11911n~d---adun-olhtNllaM!rad. EARUER NOTICE OF CANCELLATION OR NONRENEWAL PROWIED BY US A, Under Condition D. c«ncelation of Part Six. !tie limo pefiod D amended es fQlkw.'8: We maycanc»I lhls policy by mallng"' dellwrlng lo you -..0 notice or cancellation at least: 1. 90 days beforelhe dtec1!Ye dale al oanodlatlon lwe cancel for non•plJ)fflCnt ct --pwnium; or 2. __!Q_ daya boforo 1tl• effective date of ca:nooflstion I v.-e canoal for any ioU"ler ~•on. B. Under Part Six -Coodilions of Ille policy, Ille ron .... ing i• ll<lded: Nol ... of Nonnnewal Wl"l&n \WI do not rbneiw tNa pollcy. we Yi1II mall er dellwrto you written notice of th& ncnl'8MWal at Lee&l _!!L days bof°"' th& ""l)lratlon dato. Malllng that nollce lo you at your mating addret& shown in lt..-n 1 of Ill• Information Pag1 wll b1 iuffiC.Wnt to ~• notice. State Eloe..Uo•• Cillfomla Not~pllcal>lo Aultaized RsprsaentB!iw WC990846(Ed.~11}