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AssetWorks Inc; 2023-07-12; (2)
City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR MOBILEFOCUS/SMARTAPPS ENTERPRISE LICENSE, MAINTENANCE, AND IMPLEMENTATION SERVICES ASSETWORKS INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ASSETWORKS INC., a Delaware corporation, ("Contractor"). RECITALS A. City requires the purchase of MobileFocus/SmartApps Enterprise licenses, maintenance, and professional implementation services from a company that specializes in such requirements. B. Contractor has the necessary experience in providing MobileFocus/SmartApps Enterprise licenses, maintenance, and professional implementation services and advice related to MobileFocus/SmartApps Enterprise. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to provide software and 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 has purchased software licenses and associated maintenance from Contractor for the proprietary AssetWorks MobileFocus/SmartApps Enterprise solution in accordance with the AssetWorks Master Agreement attached and incorporated by this reference as Exhibit “B”. In the event of conflict between this Agreement and Exhibit “B”, the provisions of this Agreement will control. City retains Contractor to perform, and Contractor agrees to render, those implementation services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. In the event of conflict between this Agreement and Exhibit “A”, the provisions of this Agreement will control. 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. 4. PROJECT SCHEDULE Contractor will perform the Services in Accordance with Exhibit “A” and any project schedule agreed to by the parties which shall be incorporated into this Agreement by reference. 5. COMPENSATION The total fee payable for the licenses, maintenances, and Services to be performed during the initial Agreement term will be Fourteen Thousand Seven Hundred Eighty-Four Dollars DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 12th July City Attorney Approved Version 8/2/2022 2 ($14,784.00). Payment for recurring maintenance, and any additional products and services thereafter shall be paid in accordance with Exhibit "B". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" " and Exhibit "B", as applicable. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under 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. [INTENIONALLY OMITTED] 9. INDEMNIFICATION Contractor agrees to indemnify and defend the City and its officers, officials, employees and volunteers from and against all third party claims, damages, losses and expenses including attorneys 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, attorneys’ 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. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F City Attorney Approved Version 8/2/2022 3 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 City to Contractor 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 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. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F City Attorney Approved Version 8/2/2022 4 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. 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 certificates of insurance 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 intellectual property produced by Contractor pursuant to this Agreement is not “works for hire" and remains the property of Contractor in accordance with the terms of Exhibit B. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will remain vested in Contractor and City relinquishes all claims to the copyrights in favor of Contractor. /// /// /// DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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 Maria Callander Name Tyler Beaty Title IT Director Title Account Executive Department IT Address 998 Old Eagle School Road, Ste 1215 City of Carlsbad Wayne, PA 19087 Address 1635 Faraday Ave. Phone No. 916-230-4458 Carlsbad, CA 92008 Email tyler.beaty@assetworks.com Phone No. 442-339-2454 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. 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, or for a longer period as mutually agreed to by both parties.. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F City Attorney Approved Version 8/2/2022 6 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 A Default shall occur if: (1) a party fails to perform any of its material obligations under the Agreement and such failure remains uncured for 30 days after receipt of written notice thereof, except for non-payment; or (2) an error that prevents use of the Software/SaaS in a material aspect due to an integration with third party software and such failure remains uncured for 60 days after receipt of written notice thereof; or (3) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. If Default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may withhold its performance hereunder or may terminate the Agreement by written notice to the defaulting party. Unless otherwise provided in the Agreement, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. If City terminates this Agreement other than for Default, Contractor will not refund City any prepaid fees. 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 DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F City Attorney Approved Version 8/2/2022 7 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 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: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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. ASSETWORKS INC., a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) IT Director (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (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: _____________________________ Deputy City Attorney DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Rob Hallett, General ManagerGeneral Manager for City Attorney Approved Version 8/2/2022 9 Exhibit “A” Scope of Services DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Asset WORKS QUOTATION AssetWorks LLC 998 Ola Eagle SCMOI ROOCl. Sllle 121, Wayne, PA 19087 CMpTo s1aa1ey Nocon-, cny 01 causoaa 183, Famaay Ave cru1sD3CI. cainonu 92008 780--473•1267 01ac11ey.nonn~@car1soaaca.90"1 Perpetual Software License t.10011ei=orus1 sman Apps. eme1p11se uoense t.1001Iei=orus. Pel oevtce (C1e<11101 license owneCI) Annual Software Maintenance Quote I : Q-09531-1 Date: 5110!2022 Expires On: 9/30/2022 Account Manager: Tylet Beary Email: ty1e1.oeary@assetWOrkS.com P hone : (916) 230•4408 8 111 To City 01 CaJ1SD3CI 1630 FaIaaay Ave ca11soao. ca1nom1a e20os Urrte<J Slates USO 960.00 Perpetual Software License Total: USD 3,360.00 ._ ______ _. Annual Software Maintenance Total: USD 864.00 ._ ________________ _, Profes.&ional Services Profession al Services Total: USD 10,560.00 Grand Total: USD 14,784.oo! City Attorney Approved Version 8/2/2022 10 SmartApps Project Scope and Assumptions • Contractor will provide services to install SmartApps and advise on base FleetFocus configuration to support the apps used by the customer as well as test the configuration. • After training and configuration sessions are complete, the customer will finalize the setup in FleetFocus and is responsible for loading all data required for project success. • Assumes fleet assets are setup in FleetFocus and ready for configuration to support SmartApps functionality. • The Inspections App will provide for one “test results” setup and be conducted as a train the trainer for the Customer to complete any additional test results needed. • All end users must have a FleetFocus user account (password required on user account) created with an attached operator account. • SmartApps supports the SSO methods per Contractor Product documentation per version. • Services for other MobileFocus platforms including handheld devices are not included, unless otherwise noted on the order form. • All services will be performed remotely using web teleconferencing, unless otherwise noted. • Training is delivered as “train the trainer” for system administrators; end user training is not included. Where applicable, standard training materials will be utilized. Quote does not include customized training materials unless otherwise noted. • Current supported version of FleetFocus is required and adheres to the minimum versions as documented in Contractor Product Documentation located on the Customer Care site. • Customer may be required to upgrade if new features and/or fixes are available for the module that are considered necessary for the project success however upgrade services for FleetFocus are not included, unless otherwise noted on the order form. • Customer will be responsible for working with Contractors’ Professional Services to move the module into a production environment. • Customer will make appropriate technical resources available to Contractors consultants and provide necessary and appropriate personnel at meetings to define project requirements. • Customer will appoint a single point of contact for project duration that will have project management responsibilities and decision-making authority. This person will be the focal point of contact for the Contractors’ Professional Services and Customer Care teams. • Contractor will assign a Project Manager 4 weeks after a fully executed and processed order. The Project Manager will engage with the customer to kick-off the project and begin scheduling services. The delivery schedule of the project requirements will be set during the project planning phase. All implementers, consultants and/or trainers for professional services will be secured by the Project Manager within a 2–4-week lead time once the project is kicked off. • All costs are quoted in USD and do not include applicable taxes. • Invoices are due on existing contract terms. • All software licenses and first-year maintenance fees will be invoiced upon contract execution. • If additional scope is added or required, a change order will be requested of the customer. • If this order is abandoned, paused, or cancelled by the customer for any reason mid-effort, the customer will be billed for all Contractor time incurred at the current contracted labor rate • Costs are for a fixed fee project and do not include applicable taxes. Milestones to be billed as: • Milestone: Installation of SmartApps in a Test and Production Environment = $5,280 USD • Milestone: Delivery of SmartApps Training = $5,280 USD DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 1 of 11 ASSETWORKS MASTER AGREEMENT This Master Agreement is between the City of Carlsbad (“City” or “Customer”) and AssetWorks Inc. (“AssetWorks”). It consists of the terms and conditions listed below, as well as the details on the applicable AssetWorks Order Form and/or City Agreement (together, the "Agreement"). Its terms shall apply to the software products (Software), Hardware products (Hardware) and Professional Services (Services) on each Order Form and City Agreement, 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 shall invoice 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 in the Statement of Work or on the Order Form) 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. Any amounts not paid will be subject to interest accrued if they remain unpaid for more than 6 months after payment was due. Such interest will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by AssetWorks, at the lesser of (a) 1.5% per month, or (b) the highest rate under applicable law. Customer 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 the Customer account becomes delinquent and is not cured within 10 days of notice of non-payment. Customer will continue to be charged and hereby agrees to pay for Service during any period of suspension. Customer’s failure to pay any invoice after this 10-day period shall constitute a material default hereunder and shall entitle AssetWorks to exercise any and all rights and remedies provided herein or at law including a suspension of Services under the Agreement. If Customer or AssetWorks initiate termination under any provision of the Agreement other than under the Termination for Default Section, Customer will be obligated to pay the balance due for the remainder of the term for its account computed in accordance with the Order Form. Customer agrees that it shall be billed for such unpaid fees. In the event of a dispute between the parties that does not result in a termination of the Agreement, Customer agrees to make all payments due under the Agreement not subject to dispute. 2. TAXES. Except as otherwise specified the prices stated do not include any state, federal, or local sales, use or excise taxes, duties, or brokerage fees now in force or which may be enacted in the future, and may be applicable to the sale, delivery, or use of products and Services supplied by AssetWorks. Unless the Customer provides a valid tax exemption certificate and in the event Customer’s tax exemption status changes, Customer expressly agrees to pay to AssetWorks, in addition to the prices stated, the amount of any such taxes which may be imposed upon or payable by AssetWorks. In no event whatsoever shall AssetWorks be liable for sales, use, business, gross receipts or any other tax that may be levied by any State or Federal Government entity against a contractor to such governmental entity other than taxes upon income earned by AssetWorks for the goods and/or Services provided pursuant this Agreement. This exclusion of tax liability is also applicable to any goods and/or Services that may be provided by AssetWorks under any later Order Form or amendment hereto regardless of changes in legislation or policy. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been imposed on the Services or Deliverables provided by AssetWorks to Customer (other than those taxes levied on AssetWorks income), Customer shall reimburse AssetWorks for any such additional tax, including interest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by AssetWorks to Customer (except those taxes relating to AssetWorks income), AssetWorks shall reimburse Customer such refund, including any interest paid thereon by the taxing authority. 3. TERM. The Term of the Agreement shall commence and proceed as reflected in the City Agreement for the products and services identified therein. 4. TERMINATION FOR DEFAULT. A Default shall occur if: (1) a party fails to perform any of its material obligations under the Agreement and such failure remains uncured for 30 days after receipt of written notice thereof, except for non-payment as provided in Section 1; or (2) an error that prevents use of the Software in a material aspect due to an integration with third party software and such failure remains uncured for 60 days after receipt of written notice thereof; or (3) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. If Default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may withhold its performance hereunder or may terminate the Agreement by written notice to the defaulting party. Unless otherwise provided in the Agreement, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. If City terminates this Agreement other than for Default, Contractor will not refund City any prepaid fees. 5. INTELLECTUAL PROPERTY. Customer and AssetWorks shall each retain ownership of, and all right, title and interest in and to, their respective pre-existing Intellectual Property. The Services performed, code developed and any Intellectual Property produced pursuant to this Agreement (“Developments”) are not “works for hire,” or any similar concept throughout the world, and AssetWorks is the sole owner of all right, title and interest in such Developments. If for any reason any Developments may be considered “works made for hire” and/ or there are any rights in the Developments that accrue to the Customer, then the Customer hereby irrevocably assigns and agrees to assign any and all of rights, title and interest thereto, whether now known or hereafter defined or discovered, to AssetWorks and the Customer agrees to take such further action, including executing such instruments and documents as AssetWorks may reasonably request, to evidence such assignment. As used herein, “Intellectual Property” shall mean inventions (whether or not DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 2 of 11 patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Statement of Work or Deliverable whether or not first created, discovered, or developed by AssetWorks in providing the Services. 6. CONFIDENTIAL INFORMATION. “Confidential Information” means all information disclosed by either party to the other party, whether orally or in writing, that the other party should reasonably understand to be confidential. Each party will maintain all Confidential Information in confidence and will use it solely in the discharge of its obligations under this Agreement and any applicable Statement of Work. Nothing herein will be deemed to restrict a party from disclosing Confidential Information to its employees and subcontractors in the discharge of such obligations. Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the, recipient; (ii) is known to the recipient at the time of its receipt from the disclosing party; (iii) the disclosing party provides to a third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing party’s Confidential Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient promptly notifies the disclosing party of such subpoena to allow it reasonable time to seek a protective order or other appropriate relief. Because of the unique nature of the Confidential Information, each party agrees that the disclosing party may suffer irreparable harm in the event the recipient fails to comply with its obligations under this Section, and that monetary damages may be inadequate to compensate the disclosing party for such breach. Accordingly, the recipient agrees that the disclosing party may, in addition to any other remedies available to it, be entitled to injunctive relief. AssetWorks expressly agrees and acknowledges that Customer is a public agency subject to the to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq)(collectively “Public Disclosure Laws”). 7. SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner. 8. 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' demands are reasonable and/or within the party's power to satisfy), failure of common carriers, Internet Service Providers, or other 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 a party 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 (collectively referred to herein as "Force Majeure Occurrences"), however, nothing in this section shall relieve Customer of the obligation to make payments for any products or Services provided by AssetWorks. Any delays caused by a Force Majeure Occurrence shall not be a 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. 9. LIMITATION OF LIABILITY. Customer agrees that AssetWorks’ total liability to Customer for any and all damages whatsoever arising out of or in any way related to this Agreement or any amendment to this Agreement, 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 of fees paid to AssetWorks in the 24 months preceding the date on which the claim arose. In no event shall AssetWorks be liable for (a) 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 or (b) any damages (regardless of their nature) for any delay or failure by AssetWorks to perform its obligations under this agreement due to any cause beyond its reasonable control, 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. 10. 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 any subsequent default of such provision, nor shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision. 11. BINDING EFFECT, BENEFITS. The Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Notwithstanding anything contained in the Agreement to the contrary, nothing in the Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of the Agreement. 12. HEADINGS. The Section headings in the Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Section. 13. CONFLICTING PROVISIONS. This Agreement and all of the exhibits, schedules, and documents attached hereto are intended to be read and construed in harmony with each other, but in the event any provision in any Attachment conflicts with any provision of this Agreement, then Customer’s template Agreement shall be deemed to control, and such conflicting provision to the extent it conflicts shall be deemed removed and replaced with the governing provision therein. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 3 of 11 14. COUNTERPARTS. The Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 15. 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 overnight express; or (iv) 3 days after the postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its address for notices. Each party's address for notices is stated on the Order Form. Such address may be changed by a notice delivered to the other party in accordance with the provisions of this Section. 16. COUNSEL. By acceptance of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult with legal counsel and that it knowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions contemplated by the Agreement, the provisions of any federal, state or local law, regulation or ordinance notwithstanding. 17. EFFECTIVE DATE. The effective date of this Agreement shall be the date upon which it is last executed. IN WITNESS WHEREOF, the parties hereto have executed this Agreement by its duly authorized representative intending to be bound as of the Effective Date. City of Carlsbad AssetWorks Inc. By: ____________________________ By:___________________________ Name: _____________________________ Name: ________________________ Title: _______________________________ Title:___________________________ Date: _______________________________ Date:___________________________ DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 7/12/2023 General Manager Rob Hallett, General ManagerMaria Callander Director of Information Technology 7/12/2023 Exhibit “B” Page 4 of 11 Attachment 1 – Software License Terms 1. SOFTWARE LICENSE A. Subject to the terms and conditions set forth in this Agreement, AssetWorks grants to Customer a limited, non-exclusive, perpetual (subject to the Termination section of this Attachment below) non-transferable, non-sublicensable license to the AssetWorks software (Software) for the number of units specified in the purchase order (Order Form). The AssetWorks Software is licensed under different license categories. The license to the software granted to Customer shall be specified on the Order Form and is described below. Except as provided above, use of Software in excess of limits defined in the Order Form requires additional licensing fees. Customer's license is to use the Software in its own business; Customer has no right to use the Software in processing work for third parties. i. “Concurrent License” – means a license for an authorized user of the Software/Services, provided that the number of simultaneous users may not exceed the number of licenses purchased. Each simultaneous login to the Software (through active browser sessions) shall be deemed to constitute one Concurrent License. ii. “Active Equipment Unit License” – means a license per asset that Customer has purchased. Customer must purchase a license for each Active Equipment Unit to be covered by the Software. Active Equipment Units are vehicles or assets that are active in the customer’s fleet in that work is performed or activity about the asset is reported on a recurring basis. Sold, retired or permanently inactive units do not count as Active Equipment Units and the historical information of these assets can reside in the database. iii. “Enterprise License” – The Enterprise License is a license for the Software that allows for an unlimited number of users and tracks an unlimited amount of assets. Pricing is based on the population of the city, town, region, fleet, college, university, department, etc. (Population Base) the Customer utilizes the Enterprise License to cover. Customer must promptly purchase an Enterprise License reconciliation if Customer’s Population Base increases beyond the Customer’s licensed limits for any reason, including, but not limited to a material increase in Population Base, use of the Software to provide Services to an additional population or merger of the Customer with any other entity that increases the population served by the Software. B. For Customer hosted instances of the Software, Customer shall have the right to use only one copy or image of the Software for production purposes and shall not copy or use the Software for any other purpose except (i) for archival purposes, (ii) in connection with a disaster recovery program, and (iii) for the purpose of testing the operation of the Software, provided such testing copy shall not be used in a live production environment. AssetWorks Hosted Software is subject to the Hosting Terms Attachment. C. Software may be licensed on a per-seat basis, a number of Active Equipment Unit basis, or other basis as described on the Order Form (“License Restriction”). Customer may increase the License Restriction at any time by executing a subsequent Order Form and paying in full the applicable fees. “Active Equipment Unit” shall mean any in service unit to which work orders, fuel tickets, or usage tickets are posted, but shall not include retired equipment. D. If any third party Software is provided to Customer pursuant to this Agreement, such license shall be in accordance with terms set forth in the Order Form. E. “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 not commercially available, technical specifications, flowcharts and logic diagrams, schematics, annotations and documentation reasonably required or necessary to enable a competent independent third party programmer to create, operate, maintain, modify and improve such Software without the help of any other person, and with data files containing Source Code in standard ASCII format readable by a text editor. F. 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 Code of the Software. Except for the license specifically granted by this Agreement, AssetWorks retains all right, title and interest in the Software (including object-code and source code formats), the documentation and all related materials and all intellectual property rights worldwide to the Software and the Documentation. Customer received no other license, express or implied, than what is expressly set forth in this Section. 2. NON-DISCLOSURE A. Subject to the other paragraphs in this Section, Customer agrees that the Software shall be held in confidence by Customer, to the extent permitted by Public Disclosure Laws, and shall not be disclosed to others without the prior written consent of AssetWorks.. This obligation to hold confidential does not apply to any portion of the Software (1) developed by Customer and in Customer's possession prior to the receipt of same from AssetWorks; (2) which at the time of disclosure is part of the public domain through no act or failure to act by Customer; or (3) which is lawfully disclosed to Customer without restriction on further disclosure by another party who did not acquire same from AssetWorks. B. AssetWorks provides documentation for the Software electronically. The Customer may copy, in whole or in part, 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 reasonable times at AssetWorks’ request to audit Customer’s compliance with this Agreement, and Customer shall certify to the truth and accuracy of such records. 3. LIMITED WARRANTIES A. Software Warranty. AssetWorks represents that it has the right to license the Software to Customer as provided in the Software License Section. AssetWorks further represents that the Software will conform to the description contained in the documentation provided or published by AssetWorks (“Documentation”) In the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole obligation shall be to correct the errors as detailed in this Section. This limited warranty is in lieu of all liabilities or obligations of AssetWorks for damages arising out of or in connection with the delivery, use or performance of the Software. This warranty extends for a period of 90 days following the date the Software is made available to Customer, but in no event later than 1 year from the date of execution of this Agreement. B. AssetWorks does not guarantee the privacy, security, authenticity or non-corruption of any information transmitted through the internet or any mobile or wireless network, or any information stored in any system connected to the internet or to any mobile or wireless network. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 5 of 11 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 the internet 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 losses whatsoever arising out of or in any way related to Customer’s use of the Software insofar as such Software may be used 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. Intellectual Property Indemnity. AssetWorks will defend, at its own expense, any action brought against Customer to the extent that it is based on a claim that the Software supplied by AssetWorks infringes a Worldwide patent or copyright, and AssetWorks will pay those costs and damages finally awarded against Customer in any such action that are attributable to any such claim; provided, such defense and payments are conditioned on the following: (1) that AssetWorks shall be promptly notified in writing by Customer following its receipt of any such claim; (2) that AssetWorks shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; (3) should the Software become, or in AssetWorks’ opinion is likely to become, the subject of a claim of infringement of a Worldwide 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; or (B) modify the Software so that it becomes non-infringing. AssetWorks shall have no liability to Customer under any provision of this clause with respect to any claim of patent or copyright infringement that is based on Customer's unauthorized use or combination of the Software with Software or data not supplied by AssetWorks as part of the Software. AssetWorks’ indemnification obligation under this section shall not exceed one million dollars in the aggregate and will survive termination of the Agreement. E. During the warranty period, in the event that the Customer encounters an error and/or malfunction whereby the Software does not conform to the description in the Documentation, AssetWorks sole responsibility under this Limited Warranty is as follows: i. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists an error or nonconformance to the Documentation, AssetWorks will take such steps as are reasonably required to correct the error with due dispatch. ii. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, the error or nonconformance to the Documentation does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the error and distribute the correction to the Customer in accordance with AssetWorks’ 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 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 UNDER THIS WARRANTY 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. TERMINATION A. The license conveyed pursuant to this Attachment may be terminated by AssetWorks in the event of breach or default by Customer under this Agreement provided AssetWorks notifies Customer in writing of the breach or default and Customer 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 such termination shall not relieve Customer of its obligations to pay any remaining unpaid balance. C. All Software and Documentation shall be and will remain the property of AssetWorks. Upon termination of this Agreement, whatever the reason, such Software and Documentation and any copies thereof made by Customer pursuant to the Non-Disclosure Section of this Attachment above 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 set forth 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. Upon receipt, AssetWorks will respond as follows: a. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct the Deviation and distribute the correction to the Customer in accordance with AssetWorks’ normal Software revision schedule. b. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer there exists a Deviation that does constitute a serious impediment to the normal, intended use of the Software, AssetWorks will take such steps as are reasonably required to correct the Deviation. 3. Software Revisions and New Versions a. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the Software (hereafter "Revisions"). Revisions shall be of two kinds: i. Revisions that the Customer is obliged to implement (“Mandatory Revisions”); ii. Revisions that may be implemented by the Customer at its option (“Optional Revisions”). DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 6 of 11 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 a Revision, New Products substantially improve the performance of the Software and/or substantially increase its functionality and capability. AssetWorks, in its sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and which shall be issued as New Products for which there may be a charge. 4. Telephone Hotline Assistance. AssetWorks, at its expense, shall make available technically qualified personnel 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 the Software. 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 electronic format that is considered by AssetWorks to be relevant to the Software and its use within the scope of Customer's operations. 6. Proper Use a. Customer shall not modify the Software or Source Code as defined in the Software License Terms Attachment unless specifically authorized by AssetWorks in writing. b. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are 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 not limited 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 the situation, if possible, at Customer's expense. d. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer's expense. 7. Software Maintenance Fee – Paid Up License. In consideration of the Maintenance Services to be provided by AssetWorks for the initial 12 month period hereunder, Customer shall pay to AssetWorks the amount set forth in the Order Form or Invoice. For each 12 month period thereafter, if any, Customer will pay to AssetWorks fees in accordance with this Agreement. 8. Additional Software Maintenance Fee – Paid Up License. In the event the Customer acquires AssetWorks Software 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 an additional annual Maintenance fee in an amount equal to 20% of the then current license fee for the Additional Software 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 of the Developed Software 9. Other Fees and Expenses. If onsite maintenance is required, Customer will provide advance written notice that it will pay reasonable travel and living expenses 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 the Maintenance and on each anniversary thereafter. b. AssetWorks reserves the right to increase the annual Maintenance fee by providing Customer written notice of the 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 prior to any scheduled renewal date. Failure to provide such notice in the designated timeframe will not relieve Customer of the obligation for the full amount for the renewal period and termination notice will be applied to the following renewal term. b. AssetWorks may cancel Maintenance in the event that the Customer does not implement a Mandatory Revision within 60 days of receipt thereof or such longer period as AssetWorks may consent to in writing. In the event that Customer does not implement a Mandatory Revision within 30 days following receipt of written notice from AssetWorks 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, by written notice to the Customer, give the Customer a period of 30 days within which to institute remedies to correct such breach. In the event that such breach has not been corrected to AssetWorks’ satisfaction within said 30 day period, 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 to the Customer of any nature whatsoever with respect to Maintenance. Furthermore, termination by AssetWorks pursuant to the provisions of this Agreement shall be without prejudice to any right or recourse available to AssetWorks, 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 the Statement of Work and/or Order Form (“Statement of Work”). The terms of this Attachment shall control any additional or future Statements of Work that may be executed by the parties during the Term of the Agreement. No Statement of Work shall be of any force and effect unless and until executed by both AssetWorks and Customer. 2. Price and Payment Term DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 7 of 11 a. Each Statement of Work will either be on a time and material basis or a fixed price basis, 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 a date 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 the Customer’s requirements are addressed and AssetWorks’ fees shall be adjusted to reflect increased Customer requirements. c. Unless specifically addressed in the Statement of Work, all travel and expenses incurred will be extra and billed at the time of incurrence. d. Invoiced amounts are due and payable 30 days from the date of the invoice. The preferred means of payment is by electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH). e. Custom modules, interfaces and other Software can be placed under the AssetWorks Software Maintenance program. f. Bill to Address. The invoice will be mailed to the Customer address on the Order Form unless otherwise indicated 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, the Statement of Work, and such other additional resources as AssetWorks may from time to time reasonably request in connection with AssetWorks performance of the Services. Delays in the provision of these resources may result in delays in the performance of the Services, or an increase in the Price. b. Customer will designate qualified Customer personnel or representatives to consult with AssetWorks on a regular basis in connection with the Services. Customer will furnish such documentation and other information as is reasonably necessary to perform the Services. c. Customer shall furnish access to Customer’s premises, and appropriate workspace for any AssetWorks personnel working at Customer’s premises, as necessary for performance of those portions of the Services to be performed 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 prior written consent of Customer; provided, AssetWorks shall supervise such sub-contractors and the Services performed by them to the same extent as if AssetWorks performed the work. 5. Termination for Default. Either party may terminate any Statement of Work if (i) the other party fails to perform a material obligation of the Statement of Work and such failure remains uncured for a period of 30 days after receipt of notice from the non-breaching party specifying such failure; or (ii) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of creditors. In addition, AssetWorks may terminate any Statement of Work effective immediately upon written notice to Customer if Customer fails to make any payment in full as and when due hereunder. Termination of a Statement of Work shall not terminate this Agreement. 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 Customer up to and including the date of termination. For avoidance of doubt, where AssetWorks has not yet completed a milestone documented on the Statement of Work and this agreement is terminated for whatever reason and regardless of the nature of the default (if any), Customer shall pay to AssetWorks for the work completed up to and including at the time of termination. 6. Termination for Convenience. Notwithstanding any other provision in this Agreement, either party may terminate a Statement of Work by providing a 30 day notice of intent to terminate the Statement of Work. 7. Effect of Termination. The Terms of this Agreement shall survive for any Statement of Work which is still pending at the time of termination until the conclusion of the Statement of Work. 8. Professional Services Limited Warranty a. AssetWorks warrants that the Deliverables provided under an Order Form or a Statement of Work authorized under this Attachment shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing the same or substantially similar Services. In the event of any breach of the foregoing warranty, provided Customer has delivered to AssetWorks timely notice of such breach as hereinafter required, AssetWorks shall, at its own expense, in its discretion either (1) correct the non-conforming Deliverables to conform to this standard; or (2) refund to Customer that portion of the Price received by AssetWorks attributable to the non-conforming Deliverables. No warranty claim shall be effective unless Customer has delivered to AssetWorks written notice specifying in detail the non-conformities within 90 days after tender of the non-conforming Deliverables. The remedy set forth in this Section (a) is the 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 ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S HARDWARE, SOFTWARE, FIRMWARE, OR COMPUTER SYSTEMS. c. Customer represents and warrants to AssetWorks that Customer has the right to use and furnish to AssetWorks for AssetWorks use in connection with this Agreement any information, specifications, data or Intellectual Property that Customer has provided or will provide to AssetWorks in order for AssetWorks to perform the Services and to create the Deliverables identified in the Statement of Work. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 8 of 11 9. Relationship of Parties. AssetWorks is an independent contractor in all respects with regard to any Professional Services. 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 1. AGREEMENT OVERVIEW. AssetWorks provides hosting Services (“Data Center”) to support customers that wish to outsource the operation and maintenance of the AssetWorks Software licensed by Customer under separate licensing agreements. This Agreement, the Service Level Agreement and the Hosting Scope of Service describe the hosting Services to be provided by AssetWorks (“Hosting Services”), the respective responsibilities of the parties. G. SERVICES. AssetWorks will perform the Hosting Services as described in the Scope of Services, set forth in below. 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. H. FEES AND PAYMENT; COMMENCEMENT. Customer shall pay AssetWorks the applicable fees as set forth in the Order Form. For new Customers, billing for hosting shall commence upon the Effective Date. For existing Customers who are migrating to the hosted environment, billing shall commence when Customer is notified that the hosted production or test environment has been established. I. CUSTOMER RESPONSIBILITIES. The Customer is responsible for: Assigning a primary and alternate Customer designated key personnel to coordinate all communications and activities 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 AssetWorks at the end of the Customer testing period unless specific problems are documented in writing to AssetWorks. Customer is responsible for informing AssetWorks of any problems encountered in a timely manner. J. 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 or termination of the Agreement for any reason, AssetWorks agrees to provide Customer with a copy of Customer’s data files, as they exist at the date of expiration or termination. Data will be delivered in one of the following formats ASCII comma, separated value (CSV Format) with binary images TIFF, JPG, PDF. Customer requests for data to be provided in any other format are subject to approval by AssetWorks and may require an additional fee. Hosting Scope of Services All of the Services, functions, processes, and activities described below will be collectively described as the “Hosted Services” for purposes of this Agreement. Application Application refers to the Customer’s licensed AssetWorks Software, and third party Software hosted by AssetWorks. Support Software 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. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 9 of 11 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 Custom Reports may be ordered pursuant to a Statement of Work for an additional charge. 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 endeavor to provide at least 30 days notice to any changes in the schedule, except in the event of emergency maintenance. 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. All routine, additional, and emergency maintenance will 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 Customer is unable to log into the Application because of (a) regularly scheduled maintenance windows for the Application and 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 that is not provided by AssetWorks or certified by AssetWorks for use in conjunction with the Services (except as such non-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 (other than for reasons set forth in the definition of “y” above); provided that AssetWorks has been notified or is otherwise aware (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: 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 is not responsible for typographical and/or photographical errors. 2. PAYMENT TERMS. All Hardware will be billed upon delivery. All FuelFocus Integration Licenses will be billed upon delivery of Hardware. Please inspect all orders upon receipt. Please email fuelsupport@assetworks.com to request an RMA for any missing, damaged, or incorrect orders. You may also call 610-225-8350. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 10 of 11 3. RETURN POLICY. AssetWorks 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) number issued by AssetWorks marked clearly on the return package, or the package will be refused, and no credit will be issued. 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 number; b. The product name and part number; c. Company name, point of contact, mailing address, email address, and telephone number; and d. 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 Inc. 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 in advance 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 from AssetWorks manufacturing plus 3 months or the FuelFocus go live date, whichever comes first. 8. LIMITED HARDWARE WARRANTY. Warranty coverage for AssetWorks (FuelFocus) products are described below. Additional support coverage can be purchased with your AssetWorks products. Please consult your local AssetWorks sales professional for annual support and Services fees. The terms and conditions governing your warranty on AssetWorks products are located below. Such terms and conditions supersede all other terms, unless otherwise agreed by AssetWorks. AssetWorks ("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 the warranty period; (c) New installations must be registered with the FuelFocus Support Center within 48 hours of installation to receive 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 EST Monday through Friday upon a Hardware System Failure; (e) AssetWorks will repair or replace such product Hardware within 14 working days of its receipt of the failed Hardware, if in advance of its receipt, such Hardware (1) was evaluated by AssetWorks Technical Support in person 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 must be 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 the equipment 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 the FuelFocus Product Manager will void the warranty claim; (i) Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of non AssetWorks 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 of FuelFocus Software accompanying AssetWorks Hardware. AssetWorks warrants that the media on which the Software is delivered will be free of defects in material and workmanship for a period of 1 year following delivery of the Software to licensee. AssetWorks warrants that the Software, when used in accordance with the terms of the AssetWorks Software license, will operate substantially as set forth in the applicable AssetWorks Documentation for 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 proper use of the FuelFocus Hardware and Software ("Products") and do not apply if the Products have been modified without AssetWorks' written approval, or if the Products' serial number label is removed, or if the Product has been damaged. The terms of the Warranty are limited to the remedies as set forth in this Warranty. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F Exhibit “B” Page 11 of 11 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 per week (8 a.m. to 5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the next business day. Access to Technical Support after warranty period is on a commercially reasonable basis (unless an AssetWorks Support Contract is purchased for all systems owned by the customer). 12. SOFTWARE UPDATES. During the warranty period, Software updates for system Software and Software products released by AssetWorks are available by contacting AssetWorks Technical Support. System Software updates include applicable minor releases (e.g. Release 2.0 to 2.1) to the AssetWorks family of products as well as major feature releases (e.g. Release 2.x to 3.0). Customer must have access to the Internet for Web Browser or FTP downloads as directed by Technical Support. Software updates released after the initial 1-year warranty period are available as an upgrade product for the then applicable list price. DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F ~ D □ ~ f-- Fl □ □ f-- ~ ~ f--f-- ~ f-- ~ H I I I I I □ ~ USrl ?~. DocuSign Envelope ID: 441FBA4C-56D8-4D82-9E0E-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F (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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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-56C1AD138FE2DocuSign Envelope ID: ED2FBAAA-8FEE-40F7-A231-1005B7C9FC0F 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}