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Carahsoft Technology Corporation; 2023-09-12;
City Attorney Approved Version 4/24/2023 1 SUPPLEMENTAL TERMS & CONDITIONS to the NATIONAL IPA CONTRACT #R191902 These Supplemental Terms and Conditions to the National IPA Contract #R191902, (“Agreement”) dated as of this __ day of ________________, 2023, is between Carahsoft Technology Corporation, having its principal office and place of business at 11493 Sunset Hills Road, Ste. 100, Reston, VA 20190, (“Contractor”) and City of Carlsbad, a municipal corporation (“City”). The City is undertaking certain activities related to acquiring Information Technology Products, Solutions and Services and the City desires to engage the Contractor to provide work in connection with such undertakings of the City. RECITALS A. City requires information technology goods and professional services of an information technology firm that is experienced in information technology solutions. B. Contractor has the necessary experience in providing professional services and advice related to information technology solutions. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. D. Contractor was awarded National IPA Contract #R191902 (“NIPA Contract”) pursuant to a solicitation process. The NIPA Contract has been in effect since May 1, 2020. Now, therefore, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: Unless expressly amended and/or superseded, the terms and conditions of this Agreement shall include, and expressly incorporated herein, all the terms and conditions of National IPA Contract #R191902, signed and dated by the Region 4 Education Service Center (“Region 4 ESC”), a copy of which is attached hereto. For purposes of this Agreement, any and all references to the Region 4 Education Service Center (“Region 4 ESC”) in the NIPA Contract shall also be a reference and include the City of Carlsbad, CA. The parties agree that, to the extent the terms in this Agreement contradict or are in any way inconsistent with any term in the NIPA Contract, the terms in this Agreement shall prevail. The following terms of the NIPA Contract are hereby specifically modified solely for the purposes of this Agreement: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. To the extent any of the terms in any exhibit or attachment to this Agreement conflict, in whole or part, with the terms of this Agreement, the terms of this Agreement shall prevail. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 12th September City Attorney Approved Version 4/24/2023 2 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 three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one hundred seventy-six four hundred dollars ($176,400.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed fifty-three thousand nine hundred dollars ($53,900) per Agreement year. 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. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 3 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend, indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all 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, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 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: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 4 10.1.5 Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 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 insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 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 Craig Abod Title IT Director Title President Department IT Address 11493 Sunset Hills Rd Suite 100 City of Carlsbad Reston, VA 20190 Address 1635 Faraday Ave Phone No. 703.871.8501 Carlsbad, CA 92008 Email Craig.Abod@Carahsoft.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 as required in the City of Carlsbad Conflict of Interest Code. Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 □ City Attorney Approved Version 4/24/2023 6 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 7 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 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: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager Craig Abod, President Craig.Abod@Carahsoft.com (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER Jillian Szczepanek, CFO Jillian.Szczepanek@carahsoft.com 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: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 for City Attorney Approved Version 4/24/2023 9 EXHIBIT “A” - SCOPE OF WORK Line No. Part No. Description Price QTY Extended Price 1 X-SIM-ADVANCED- TIER16R-756 SIMAdvanced Goverment Edition Annual License ***Year 1*** Due Net 30 PaymentWorks, Inc. $53,900.00 1 $53,900.00 2 X-SERVICES- ONBOARDING- TIER-16R-756 State Onboarding Services excludes ERP integration, onetime Fee PaymentWorks, Inc. ***Year 1*** Due Net 30 $14,700.00 1 $14,700.00 3 X-SIM-ADVANCED- TIER16R-756 SIMAdvanced Goverment Edition Annual License ***Year 2*** Due Net 365 after effective date PaymentWorks, Inc. $53,900.00 1 $53,900.00 4 X-SIM-ADVANCED- TIER16R-756 SIMAdvanced Goverment Edition Annual License ***Year 3*** Due Net 730 after effective data PaymentWorks, Inc. $53,900.00 1 $53,900.00 Year 1 Total (Annual License + One Time Setup/Onboarding) $68,600.00 Year 2 Total (Annual License) $53,900.00 Year 3 Total (Annual License) $53,900.00 Agreement Total $174,400.00 Implementation fee is $14,700 (Line No. 2), due upon Purchase Order issuance, and is not recurring Subscription Term Subscription Period - The annual subscription term will begin on the date of the issuance of a DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 TERMS: OMNIA EDU oonlract R191902 Term: April 30, 2025 fTIH:52-2189693 Shipping Point FOB l)esfinalion Creoil Cams: VI SA/MasterCard~.A!MEX Remit To: Same as Above P.ayment Terms: Nel 30 ~On Approved Creoil) Sales Tax May Apply QUOTE NO: QUOTE DATE: QUOTE EXPIRES: RFQNO: SHIPPING: TOTAL PRICf: TOTAL QUOTE: 36153611 10/07/2022 08/30/2023 ESD $176,400.00 $176,400.00 City Attorney Approved Version 4/24/2023 10 Purchase Order. The subscription period is annual. Subscription Renewals - The Subscription will renew upon each anniversary of the date of the issuance of a Purchase Order, per the term of this Agreement. Any renewals past Year 3 shall require a written agreement by the Parties. Invoicing Initial invoicing - City will be invoiced upon the date of the issuance of a Purchase Order. Renewal invoicing - City will be invoiced a month prior to the yearly anniversary of the issuance of a Purchase Order, per the term of this Agreement. This subscription is for SIM+ Services PaymentWorks Annual Usage Cap. Pricing in this agreement covers the value of the City’s usage of the PaymentWorks Supplier Information Management platform and Payment Risk Indemnification service, based on the City’s estimated annual usage metrics as supplied to PaymentWorks below: Payee onboarding count: 498 AP Payments Amount: $115,000,000 Usage exceeding these thresholds may incur additional charges as outlined below. Current Annual MSRP for SIM+: $55,000 City Usage Includes Up to 2,000 in Payee Onboards City Usage Includes Up to $150M in AP Spend Threshold If City Usage Exceeds 2,000 in Payee Onboards the MSRP will increase by $32,000 for a total of $87,000 annually. If City Usage Exceeds $150M in AP Spend, the MSRP will increase an additional $13,000 for a total of $68,000 annually. Implementation Services: Implementation: the process of provisioning, configuring, training, and testing the PaymentWorks platform. PaymentWorks Implementation Services are outlined in the Implementation Guide. Implementation Services are provided at a cost of $14,700 and include up to 75 hours If additional service hours (beyond the initial 75 hours) are requested by the City, they may be purchased at a rate of $220/hour for a minimum of 10 hours. Any additional services shall require a written agreement between the Parties. Implementation Services will be scheduled as agreed to by Contractor and City upon execution of this agreement. If the City wishes to reschedule the target-start date for Implementation Services and notifies PaymentWorks at least six weeks in advance, the parties will mutually agree upon a rescheduled start date, subject to the availability of PaymentWorks' Customer Success resources. A Rescheduling Fee of $5,500 will be charged. ERP Integration: Automating data flows between PaymentWorks and the City ERP are typically performed by the City’s IT department and/or a qualified third party. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 City Attorney Approved Version 4/24/2023 11 If/when the City chooses to automate the ERP integration, there are a small number of configuration tasks that PaymentWorks must perform; 20 hours to do these tasks are included in your license cost. Unused Integration Service hours are non-refundable and cannot be applied towards optional services. Optional Services: PaymentWorks offers support services to assist with the ERP integration for an additional fee of $16,500, which includes 75 hours. Services include: Configuration, testing and tuning of export formats Technical advice and support on best practices and issue-resolution for the testing of dataflows and error processing Specifications and documentation of the automated dataflows and data-mapping Project management support to coordinate resources and timelines If additional support services to assist with the ERP-integration hours are required by the City, they can be purchased at a rate of $330/hour for a minimum of 10 hours and are subject to resource availability. Unused Integration Service hours are non-refundable and cannot be "rolled into" the support services hours that assist with the ERP integration. ERP Access and Data Transformations: The coding or customization of any middleware or ERP import functionality is the City’s responsibility. Any additional services shall require a written agreement between the Parties. DocuSign Envelope ID: 159AE3C1-9BBC-46E8-A9BF-67C1F48E42D2DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 1 PaymentWorks Standard Terms and Conditions These Standard Terms and Conditions, (“Agreement”) are entered into as of the date of the last signature below (the “Effective Date”) between PaymentWorks (“PaymentWorks”) and the City of Carlsbad, with offices at 1635 Faraday Ave, Carlsbad, CA 92008 (“Customer”). 1. USE OF THE SERVICE 1.1. Grant. Subject to Customer's compliance with the terms of this Agreement, PaymentWorks hereby grants Customer a non-exclusive, non-transferable, limited right to access and use the Site and the Service. Such access and use shall be exercised only by users authorized by Customer to access and use the Service on behalf of Customer who have agreed to these Terms of Service (collectively, "Authorized Users"). Customer may access and use the Service to share information about Customer ("Customer Data") and about transactions, invoices, invoice payment status, and related information (collectively, "Transaction Data") with Customer Authorized Users and/or Customer payees ("Payees"). Customer will decide which Authorized Users and/or Payees have access to specific Customer Data and Transaction Data through elections and criteria established by Customer through the Service. PaymentWorks may from time to time modify the Service, features of the Service, or the Site in its sole discretion. 1.2. User Names and Passwords. PaymentWorks shall provide Customer Authorized Users unique login credentials ("User Name" and "Password") to be used to access the Service. Customer and its Authorized Users are responsible for maintaining the confidentiality of the User Names and Passwords. Customer and its Authorized Users shall immediately notify PaymentWorks of any unauthorized use of a Customer issued User Name or Password and PaymentWorks shall issue a new User Name and/or Password. Customer will be solely responsible and liable for all activities that occur under Customer’s associated User Names and Passwords. Customer shall be liable for any participation in the Service for any persons who accesses the Site and the Services using the User Name and Password of an Authorized User. 1.3 Customer Responsibilities. Customer will (a) be responsible for Authorized Users' compliance with these Terms of Service, (b) be responsible for the accuracy, completeness, quality and legality of Customer Data and Transaction Data provided by Customer, including the means by which Customer Data and Transaction Data were acquired, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Service and any Transaction Data, and notify PaymentWorks promptly of any such unauthorized access or use, and (d) use the Service and Transaction Data only in accordance with any applicable documentation provided by PaymentWorks and all applicable laws and regulations, including, but not limited to, the rules and regulations of any payment network or other electronic payment processing entity (collectively, “Applicable Laws and Regulations”) and (e) comply with the terms applicable to data validation services referenced in Section 6.4. Customer makes, with respect to each payment instruction submitted to Payees utilizing the Site or the Service initiated hereunder (“Payment Instruction”), the representations and warranties, and agrees to assume the responsibilities, of an “Originator” under the Applicable Laws and Regulations. Customer acknowledges that Payment Instructions that violate any Applicable Laws and Regulations shall not be initiated and that it is the Customer’s responsibility to ensure that the original Payment Instructions and retention of the related records complies with all Applicable Laws and Regulations. PaymentWorks shall have no liability for the accuracy, completeness, quality or legality of any Customer Data or Transaction Data provided through the Service, whether provided by Customer, Third-Party Service Providers, or any Authorized User or Payee. Authorized Users, and Customer agree to access the Site and Services in a secure manner in compliance with PaymentWorks' reasonable standards established from time to time. PaymentWorks, in its sole discretion, may specify connectivity standards to access the Site and the Services from time to time. If Customer wishes to submit Payment Instructions through the Service, Customer must agree to designate PaymentWorks as its Agent for submitting payment instructions in accordance with the requirements of Customer’s designated bank. For transactions that Customer has elected to submit Payment Instructions through the Service, Customer will transmit the Payment Instructions to PaymentWorks. Customer is solely responsible for the content of the Payment Instructions, including the accuracy and completeness of the payment amount and the intended recipient entity. 1.4. Restrictions on Use. Customer and its Authorized User's shall not: (a) make the Service or any Transaction Data obtained through the Service from any Authorized User or Payee available to, or use the Service or any Transaction Data obtained through the Service from any Authorized User or Payee for the benefit of, anyone other than Customer, (b) sell, resell, license, sublicense, distribute, rent or lease the Service or any Transaction Data obtained through the Service from any Authorized User or Payee, or include the Service or any Transaction Data obtained through the Service from any Authorized User or Payee in a service bureau or outsourcing offering, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights, (d) use the Service to store or DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 2 transmit Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (f) attempt to gain unauthorized access to the Service or any Transaction Data or its related systems or networks, (g) permit direct or indirect access to or use of the Service or any Transaction Data in a way that circumvents a contractual usage limit, (h) copy the Service or any part, feature, function or user interface thereof, (i) copy any Transaction Data obtained through the Service from any Authorized User or Payee except as permitted herein, (j) frame or mirror any part of any Service or Transaction Data, other than framing on Customer's own intranets or otherwise for Customer's own internal business purposes, (k) access the Service or any Transaction Data obtained through the Service from any Authorized User or Payee in order to build a competitive product or service, or (l) reverse engineer the Service or any element thereof (to the extent such restriction is permitted by Applicable Laws and Regulations), or (m) access or use the Service or any Transaction Data obtained through the Service from any Authorized User or Payee in violation of any Applicable Laws and Regulations. 1.5. Reservation of Rights. All rights in and to the Site and the Service, including without limitation proprietary schema, tools, methodologies, methods of the Services and software; and any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how related to the Site or the Service (collectively, "PaymentWorks Intellectual Property Rights"), not expressly granted to Customer hereunder are reserved by PaymentWorks. 2. PAYMENTWORKS RESPONSIBILITIES 2.1. Service and Support. PaymentWorks will, subject to Customer's payment of applicable fees and compliance with these Terms of Service, use commercially reasonable efforts to: (a) make the Services and Transaction Data (to the extent authorized by the applicable Authorized User or Payee) available to Customer pursuant to these Terms of Service, (b) provide standard support for the Service, at no additional charge, and/or upgraded support if purchased, and (c) make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give at least 8 hours electronic notice and which we shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Eastern time), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, pandemic, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack. For transactions that Customer has elected to submit for electronic (EFT) payment, PaymentWorks will transmit Customer’s Payment Instruction to the Customer’s designated bank for processing; provided, however, that PaymentWorks reserves the right to refuse to transmit any Payment Instructions submitted through the Service with respect to a transaction for a specific Payee in its sole discretion, in which case the warranty set forth in Section 6.2 (ii) will not apply to such transaction. In the event that any information supplied by PaymentWorks is changed after submission to Customer’s designated bank, the warranty set forth in Section 6.2 (ii) will not apply. In the event that Customer changes Payment Instructions after submission by PaymentWorks, Customer must notify PaymentWorks in writing of such change within two business days or the warranty set forth in Section 6.2(ii) will not apply. 2.2. Protection of Customer Data and Transaction Data. PaymentWorks will use commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and Transaction Data provided by the Customer. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data and Transaction Data by PaymentWorks personnel except (a) to address service or technical problems, (b) as compelled by Applicable Laws and Regulations, (c) as Customer designates through elections made through the service or (d) as Customer expressly permits in writing. Customer expressly acknowledges and agrees that Customer Data and Transaction Data will be made available to Authorized Users and processors, including without limitation the Customer’s bank, and Payees through the Service in accordance with elections and criteria established by Customer Authorized Users. PaymentWorks shall provide its services to the Customer and its end users solely from data centers in the U.S. Storage of Customer Data at rest shall be located solely in data centers in the U.S. PaymentWorks shall not allow its personnel or contractors to store Customer Data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. PaymentWorks shall permit its personnel and contractors to access Customer Data remotely only as required to provide technical support. 2.3. Security Incident and Breach Reporting. PaymentWorks shall report a security incident involving the Site or Service to the Customer as promptly as possible. If PaymentWorks has actual knowledge of a confirmed data breach that affects the security of any Customer content that is subject to applicable data breach notification law, the service provider shall promptly notify the Customer within 24 hours or sooner, unless shorter time is required by applicable law, and take commercially reasonable measures to address the data breach in a timely manner. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 3 3. [RESERVED] 4. PROPRIETARY RIGHTS 4.1. Title to Technology. All interest, title and right in and to PaymentWorks Intellectual Property, including without limitation, all computer software programs or applications, or programs or applications of PaymentWorks' third party licensors, utilized by PaymentWorks in the establishment, operation, and/or the provision of Service, in whole or in part, shall be, vest with and remain the exclusive property of PaymentWorks and its third party licensors. 4.2. Title to Customer Data and Transaction Data. All Customer Data is and shall remain the property of Customer. All Transaction Data is and shall remain the property of its lawful owner. PaymentWorks makes no claims, warranties or representations with regard to the ownership of Transaction Data or Customer Data. PaymentWorks may share Transaction Data, in the singular or aggregate, by providing reports or otherwise, to Authorized Users and Payees involved in a transaction and may identify the parties as being involved in the transaction in connection therewith, all in accordance with elections and criteria established by Customer Authorized Users through the Service; and Customer hereby grants PaymentWorks a world-wide license to host, copy, transmit, display and otherwise use Customer Data and Transaction Data as necessary to do so. In addition, Customer hereby grants PaymentWorks a perpetual, world-wide, limited license to de-personalize (remove any Customer identifying information) and aggregate any and all Transaction Data to determine usage trends, perform analytics, improve the Service, promote and market the effectiveness of the Service, sell such aggregated de-personalized Transaction Data to any third party, or for any other internal-business purpose. In the event of a termination of this Agreement, PaymentWorks shall implement an orderly return of Customer data in a CSV or another mutually agreeable format at a time agreed to by the parties. Once the Customer acknowledges receipt, PaymentWorks shall have no obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, delete all Customer data in its systems or otherwise in its possession or under its control. 4.3. Customer's license to PaymentWorks. Customer hereby grants a limited, non-transferable license to PaymentWorks for PaymentWorks to use Customer's name and logos to identify Customer as a user of the Site, during the Term of this Agreement, in accordance with elections and criteria established by Customer, including without limitation to display Customer Data and Transaction Data on the Site and to display Transaction Data and Payment Instructions to processors. PaymentWorks shall obtain Customer's prior written consent for any other uses of Customer's name, logos, and trademarks. 5. TERMINATION 5.1. Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Site and the Service. 5.2. Survival. Notwithstanding any termination of this Agreement, Section 4 ("Proprietary Rights"), Section 6 ("Warranties"), Section 7 ("Indemnification"), Section 8 ("Disclaimer and Limitation of Liability") and Section 9 ("Additional Terms and Conditions") shall survive termination of this Agreement. All other rights and licenses granted hereunder will cease upon termination. 6. WARRANTIES. 6.1. Mutual Warranty. Each Party represents and warrants that it has the authority to enter into this Agreement. 6.2. PaymentWorks Warranty. PaymentWorks represents and warrants that: (i) the Service will be provided in accordance with the terms and conditions of Section 2; and (ii) with respect to any transaction processed through the Service that Customer has both elected to submit through the Service for EFT payment to a U.S. Bank account and provided Payment Instructions in accordance with Section 1.3, and for which the EFT credentials have been collected from the recipient entity through the Service, except as set forth below, the bank account to which the funds are transferred will be owned by the entity associated with the Tax ID provided to Customer by PaymentWorks. In the event of a breach of the warranty set forth in Section 6.2 (ii), PaymentWorks will either remedy the breach or reimburse Customer for the amount of the payment directed to the incorrect account, up to $2,000,000 per occurrence, notwithstanding any limitation on liability set forth in Section 8 of this Agreement. Customer acknowledges that the Warranty set forth in Section 6.2 (ii) will not apply to any transaction in which the Customer or any employee or agent of the Customer has engaged in fraud. Customer acknowledges that the Warranty set forth in Section 6.2 (ii) will not apply, and no EFT credential verification will be attempted, for any transaction made through the Service to an EFT credential and associated Tax ID collected by Customer outside of the Service and uploaded to the Service by the Customer. 6.3. Customer's Warranty. Customer represents and warrants that (i) its Authorized Users have authority to act on behalf of Customer; and (ii) all Customer Data, Transaction Data and other materials submitted by Customer to or through DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 4 the Site or the Service will not (A) infringe on any third party's rights, including any intellectual property or proprietary rights, (B) violate any obligation of confidentiality, (C) violate any Applicable Laws and Regulations, statute, ordinance or regulation; or (D) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. 6.4. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICE AND THE SITE AND ANY OTHER SERVICES OFFERED ON OR THROUGH THE SITE AND ANY REFERENCED THIRD-PARTY SITES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, PAYMENTWORKS DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE APPLICABLE LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PAYMENTWORKS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR SERVICES, CUSTOMER DATA, TRANSACTION DATA OR MATERIAL ON THE SITE OR THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, COMPLETENESS, QUALITY, LEGALITY, TIMELINESS, RELIABILITY OR OTHERWISE. PAYMENTWORKS PROVIDES NO WARRANTY OF ANY KIND RELATED TO ANY THIRD-PARTY DATA OR SOFTWARE THAT MAY BE INCORPORATED, DISPLAYED OR INCLUDED IN THE SERVICE, INCLUDING WITHOUT LIMITATION ANY DATA VALIDATION PROVIDED BY OR THROUGH THE SERVICE. CUSTOMER SHALL BE BOUND BY THE TERMS APPLICABLE TO DATA VALIDATION, SUPPORT, AND FCRA RESTRICTIONS EXHIBIT “A” 7. INDEMNIFICATION. 7.1. Infringement. PaymentWorks agrees to defend or, at its option, to settle, any claim brought against Customer for infringement of any United States patent, copyright, trade secret or trademark by the Service as delivered, but excluding any such claim to the extent it is based on the content of any Customer Data or Transaction Data, and to indemnify Customer against all damages and costs finally assessed by a court of competent jurisdiction against Customer under any such claim or action. Customer agrees that PaymentWorks shall be released from the foregoing obligation unless Customer has taken reasonable steps to mitigate any potential expenses and provides PaymentWorks with: (i) prompt written notice of any such claim or action, or possibility thereof; (ii) sole control and authority over the defense or settlement of such claim or action; and (iii) proper and full information and assistance to settle and/or defend any such claim or action. Customer shall have the right to employ separate counsel and participate in the defense at its own expense; provided that PaymentWorks shall remain in control of the defense. In addition, PaymentWorks may, at its sole option and expense, either: (a) procure for Customer the right to use the allegedly infringing elements of the Service; (b) replace the allegedly infringing elements of the Service with non-infringing, functionally equivalent services; (c) modify the allegedly infringing elements of the Service so that they are not infringing; or (d) cease to provide the allegedly infringing elements of the Service, refund any fees paid by Customer covering any future period of time during which such allegedly infringing elements Services were to be provided. Upon exercise of option (d) in the previous sentence, PaymentWorks shall have no further obligations or liability to Customer with respect to the allegedly infringing elements of the Service. Except as specified above, PaymentWorks will not be liable for any costs or expenses incurred without its prior written authorization. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PAYMENTWORKS TO CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SITE, THE SERVICE, OR ANY PART THEREOF. 7.2. Customer shall indemnify, defend and hold harmless PaymentWorks and its directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys' fees), that may at any time be incurred by reason of any third party claim arising out of or relating to (i) any Customer Data or Transaction Data provided by the Customer, (ii) a breach of these Terms of Service by Customer, or (iii) any claim that is inconsistent with Customer's representations or warranties to PaymentWorks contained herein. PaymentWorks shall have the right to employ separate counsel and participate in the defense at its own expense. 8. LIMITATION OF LIABILITY. 8.1. Limitation of Liability. PAYMENTWORKS' LIABILITY TO CUSTOMER FOR DAMAGES WITH RESPECT TO THE SITE OR THE SERVICE SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO PAYMENTWORKS FOR THE SERVICE DURING DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 5 THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE BREACH OR INCIDENT ASSERTED AS CAUSING HARM. 8.2. No Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND IRRESPECTIVE OF ANY FAULT OR NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST SALES, LOST SAVINGS, LOST PROFITS (ANTICIPATED OR ACTUAL), LOSS OF USE, DOWNTIME, INJURY TO PERSONS OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES), HOWSOEVER CAUSED, ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICE, WHETHER OR NOT SUCH PARTY HAS BEEN APPRISED OR NOTIFIED THAT ANY SUCH DAMAGES OR LOSSES ARE POSSIBLE OR LIKELY, AND WHETHER OR NOT ANY PERMITTED REMEDY HAS FAILED ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS AND REGULATIONS. 8.3. Conditions. The Parties agree that the above limitations of liability of Section 8 shall apply regardless of the form of action, whether in contract, warranty, strict liability or tort (including, without limitation, negligence of any kind, whether active or passive) or any other legal or equitable theory, but shall not apply to fees owed to PaymentWorks by Customer. 9. ADDITIONAL TERMS AND CONDITIONS. 9.1. U.S. Government Licenses. PaymentWorks provides the Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with PaymentWorks to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. 9.2. Export Restrictions. The Site, the Service, other technology PaymentWorks makes available, and derivatives thereof may be subject to export laws and regulations of the United States. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Service or any content in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 9.3. Terms and Conditions. Customer acknowledges and agrees that its use of the Services and the Transaction Data, and any use of Transaction Data by its Authorized Users or Payees, shall not modify or supersede the terms and conditions of any purchase agreements, invoices, or other negotiated terms agreed to by and between Customer and any Authorized User or Payee. 9.4. Future Functionality. Customer acknowledges and agrees that its subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public or private statements made by PaymentWorks regarding future functionality or features. 9.5. Assignment. Neither this agreement nor any rights under this agreement may be transferred or assigned by Customer without the prior written consent of PaymentWorks. 9.6. Cyber Insurance. During the term of the Agreement, PaymentWorks agrees to maintain a policy of cyber insurance with coverage limits in the amount of at least $2,000,000 per occurrence and $2,000,000 in the aggregate. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 6 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Assistant City Manager (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (print name/title) APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622AB Thayer Stewart CEO DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 for 6/2/22 7 Exhibit A Terms Applicable to Data Validation Services PaymentWorks agrees to provide you (the “Company”) with certain published and publicly available information (collectively, “Information”) to assist the Company in assessing and managing risk with respect to Regulatory Compliance Obligations (“Authorized Uses”)(collectively, the “Services”). Company Requirements. Company is an entity subject to legal and regulatory compliance obligations with respect to money laundering, fraud, corruption, terrorism, organized crime, regulatory, and suspicious activity reporting, sanctions, embargoes, and other regulatory risks and associated obligations (“Regulatory Compliance Obligations”) that agrees to be bound by these terms. Company Information. As used in this Agreement, "Company Information" means information that identifies an individual or entity as Company's existing or prospective customer that is submitted to PaymentWorks in connection with the Services. Use of the Services and Information. Subject to the Data Legislation, Company is authorized to access and use the Information solely for Authorized Uses and for no other purpose. Notwithstanding the foregoing, Company agrees that it will not republish or otherwise disclose the Information except as required by law or regulation, to respond to valid legal process, or otherwise comply with Company's Regulatory Compliance Obligations. Without limiting the generality of the foregoing, Company shall only attribute Information provided to the original source cited and not to any of PaymentWorks' other third party providers. Moreover, any alerts or other reports provided to Company shall not be provided to anyone other than Company and Company shall not share such reports with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. Furthermore, any articles or other data obtained through the use of the Reader License shall not be provided to anyone other than Company without authorization from PaymentWorks' third party providers and Company shall not share any such articles or other data with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. PaymentWorks shall have no responsibility for managing, monitoring, and/or overseeing the use of the Services by Company or its users. Company is solely responsible for obtaining, at its own cost and expense, any requisite software, equipment, and telecommunications service(s) as may be necessary to access and use the Services. Expressly Prohibited Use. Company and its users, no matter where any of them are located, shall be expressly prohibited from using the Services or the Information: (i) to establish a consumer's eligibility for credit, insurance, employment, government benefits or licenses or any other transaction initiated by a consumer; (ii) to collect on an account; or (iii) to determine whether a consumer continues to meet the terms of an account. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 8 Company and its users agree that they shall: (i) use the Services or the Information for impact outside of the United States; (ii) use the Services or the Information outside the United States; and (iii) in the event that they use the Services or the Information within the United States or for impact within the United States, agree to act outside of the scope of the Fair Credit Reporting Act of the United States of America, 15 U.S.C. §1681, et seq. ("FCRA"), and, in particular, be bound by the FCRA requirements set forth in Schedule 1. Furthermore, Company shall be expressly prohibited from sharing the Services or the Information with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. Data Legislation. For purposes of this Agreement: (i) “Data Legislation” means any laws in relation to data protection or privacy in any jurisdiction where Data Subjects are resident and/or any data protection principles or equivalent set out in that legislation including but not limited to any legislation enacted under Directive 2009/136/EC of the European Parliament and of the Council and any future European Directive or Regulation replacing (in whole or in part) or repealing Directive 2009/136/EC; (ii) "Data Subject” means an individual who is the subject of an inquiry; and (iii) “Processing” and “Process” has the meaning set out in section 1(1) of the UK’s Data Protection Act 1998. Company’s Representations, Warranties, and Covenants. Company hereby represents, warrants, and covenants to PaymentWorks as follows: (i) that it has all rights and authorizations to provide the Company Information for use in accordance with the terms herein; (ii) that the provision and processing of Company Information to PaymentWorks complies with applicable laws, rules, and regulations, including, without limitation, the Data Legislation and any applicable data protection laws and regulations; (iii) if Company receives any complaint, notice, or communication which relates directly or indirectly to the Services, any data provided under the Services, or to either party’s legal compliance including but not limited to the Data Legislation, or the parties’ privacy policies, it shall notify PaymentWorks as promptly as possible and it shall provide PaymentWorks with full cooperation and assistance in relation to any complaint, notice, or communication; (iv) it shall provide PaymentWorks with full cooperation and assistance in relation to any request made by any individual (including but not limited to a Data Subject) to PaymentWorks to have access to, correct, destroy, or otherwise process that person’s personal data; DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 9 (v) it will process any personal data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments (including but not limited to the Data Legislation); (vi) it will take appropriate technical and organizational measures against the unauthorized or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure compliance with the Data Legislation and in particular the seventh data protection principle in the UK Data Protection Act 1998; (vii) Company shall ensure that any of Company's users, employees, contractors, and agents who have access to Confidential Information or who access the Services have undertaken regular training in the Data Legislation (and any changes to the Data Legislation whilst the Services are provided); (viii) all users, employees, contractors, or agents or other persons with access to the Services are aware of Company's duties and their personal duties and obligations under the Data Legislation and this Agreement; (ix) Company shall take reasonable steps to ensure the reliability of any of Company's users, employees, contractors, and agents who have access to the Services or the Confidential Information; (x) Company shall notify PaymentWorks as soon as possible and in any event within 24 hours if it receives a request from any individual (including but not limited to a Data Subject) for access to that person’s personal data or the attempted exercise of any similar request including but not limited to any right to be forgotten and shall ensure that PaymentWorks is notified of the request before Company responds to or deals in any way with that request; (xi) it shall only use the Information as set forth in this Agreement. (xii) it will upon request certify in writing to PaymentWorks that it has during the term of this Agreement remained in compliance with the obligations set forth herein. Third Party Rights. PaymentWorks contracts with Company for itself and as trustee for PaymentWorks' third party providers (and PaymentWorks' third party providers declare themselves to be trustees accordingly). PaymentWorks' third party providers may also enforce their rights against Company under this Agreement, pursuant to the Contracts (Rights of Third Parties) Act 1999 notwithstanding that they are not a party to this Agreement. Except as expressly provided above or as otherwise expressly stated elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 6/2/22 10 Schedule 1 FCRA RESTRICTIONS 1. Notwithstanding anything to the contrary in this Agreement, Company specifically agrees not to use information from the Services in whole or in part for any “permissible purpose” specified in 15 U.S.C. § 1681b, including, without limitation: (i) to establish a consumer’s eligibility for credit, insurance, employment, government benefits or licenses, or any other transaction initiated by the consumer; (ii) to collect an account; or (iii) to determine whether a consumer continues to meet the terms of an account. Company agrees to certify annually that it remains in compliance with the obligations set forth in this Schedule 1. 2. Notwithstanding Paragraph 1, Company may use information from the Services in connection with an investigation of its employees as described in 15 U.S.C. § 1681a(y). A permitted employee investigation is an investigation of suspected misconduct relating to employment, or of compliance with Federal, State, or local laws and regulations, the rules of a self-regulatory organization, or any preexisting written policies of the employer. Company shall ensure that: (i) the Information is not used for the purpose of investigating a consumer's credit worthiness, credit standing, or credit capacity; and (ii) the information is not provided to any person except: (a) to the employer or an agent of the employer; (b) to any Federal or State officer, agency, or department, or any officer, agency, or department of a unit of general local government; (c) to any self-regulatory organization with regulatory authority over the activities of the employer or employee; (d) as otherwise required by law; or (e) to government agencies under 15 U.S.C. § 1681f. 10453266_1 DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 Terms Applicable to Data Validation Services PaymentWorks agrees to provide you (the “Company”) with certain published and publicly available information (collectively, “Information”) to assist the Company in assessing and managing risk with respect to Regulatory Compliance Obligations (“Authorized Uses”)(collectively, the “Services”). Company Requirements. Company is an entity subject to legal and regulatory compliance obligations with respect to money laundering, fraud, corruption, terrorism, organized crime, regulatory, and suspicious activity reporting, sanctions, embargoes, and other regulatory risks and associated obligations (“Regulatory Compliance Obligations”) that agrees to be bound by these terms. Company Information. As used in this Agreement, "Company Information" means information that identifies an individual or entity as Company's existing or prospective customer that is submitted to PaymentWorks in connection with the Services. Use of the Services and Information. Subject to the Data Legislation, Company is authorized to access and use the Information solely for Authorized Uses and for no other purpose. Notwithstanding the foregoing, Company agrees that it will not republish or otherwise disclose the Information except as required by law or regulation, to respond to valid legal process, or otherwise comply with Company's Regulatory Compliance Obligations. Without limiting the generality of the foregoing, Company shall only attribute Information provided to the original source cited and not to any of PaymentWorks' other third party providers. Moreover, any alerts or other reports provided to Company shall not be provided to anyone other than Company and Company shall not share such reports with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. Furthermore, any articles or other data obtained through the use of the Reader License shall not be provided to anyone other than Company without authorization from PaymentWorks' third party providers and Company shall not share any such articles or other data with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. PaymentWorks shall have no responsibility for managing, monitoring, and/or overseeing the use of the Services by Company or its users. Company is solely responsible for obtaining, at its own cost and expense, any requisite software, equipment, and telecommunications service(s) as may be necessary to access and use the Services. Expressly Prohibited Use. Company and its users, no matter where any of them are located, shall be expressly prohibited from using the Services or the Information: (i) to establish a consumer's eligibility for credit, insurance, employment, government benefits or licenses or any other transaction initiated by a consumer; (ii) to collect on an account; or (iii) to determine whether a consumer continues to meet the terms of an account. EXHIBIT "A" DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 Company and its users agree that they shall: (i) use the Services or the Information for impact outside of the United States; (ii) use the Services or the Information outside the United States; and (iii) in the event that they use the Services or the Information within the United States or for impact within the United States, agree to act outside of the scope of the Fair Credit Reporting Act of the United States of America, 15 U.S.C. §1681, et seq. ("FCRA"), and, in particular, be bound by the FCRA requirements set forth in Schedule 1. Furthermore, Company shall be expressly prohibited from sharing the Services or the Information with any of its customers, clients, consultants, suppliers, or anyone else outside of Company. Data Legislation. For purposes of this Agreement: (i) “Data Legislation” means any laws in relation to data protection or privacy in any jurisdiction where Data Subjects are resident and/or any data protection principles or equivalent set out in that legislation including but not limited to any legislation enacted under Directive 2009/136/EC of the European Parliament and of the Council and any future European Directive or Regulation replacing (in whole or in part) or repealing Directive 2009/136/EC; (ii) "Data Subject” means an individual who is the subject of an inquiry; and (iii) “Processing” and “Process” has the meaning set out in section 1(1) of the UK’s Data Protection Act 1998. Company’s Representations, Warranties, and Covenants. Company hereby represents, warrants, and covenants to PaymentWorks as follows: (i) that it has all rights and authorizations to provide the Company Information for use in accordance with the terms herein; (ii) that the provision and processing of Company Information to PaymentWorks complies with applicable laws, rules, and regulations, including, without limitation, the Data Legislation and any applicable data protection laws and regulations; (iii) if Company receives any complaint, notice, or communication which relates directly or indirectly to the Services, any data provided under the Services, or to either party’s legal compliance including but not limited to the Data Legislation, or the parties’ privacy policies, it shall immediately notify PaymentWorks and it shall provide PaymentWorks with full cooperation and assistance in relation to any complaint, notice, or communication; (iv) it shall provide PaymentWorks with full cooperation and assistance in relation to any request made by any individual (including but not limited to a Data DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 Subject) to PaymentWorks to have access to, correct, destroy, or otherwise process that person’s personal data; (v) it will process any personal data in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments (including but not limited to the Data Legislation); (vi) it will take appropriate technical and organizational measures against the unauthorized or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data to ensure compliance with the Data Legislation and in particular the seventh data protection principle in the UK Data Protection Act 1998; (vii) Company shall ensure that any of Company's users, employees, contractors, and agents who have access to Confidential Information or who access the Services have undertaken regular training in the Data Legislation (and any changes to the Data Legislation whilst the Services are provided); (viii) all users, employees, contractors, or agents or other persons with access to the Services are aware of Company's duties and their personal duties and obligations under the Data Legislation and this Agreement; (ix) Company shall take reasonable steps to ensure the reliability of any of Company's users, employees, contractors, and agents who have access to the Services or the Confidential Information; (x) Company shall notify PaymentWorks as soon as possible and in any event within 24 hours if it receives a request from any individual (including but not limited to a Data Subject) for access to that person’s personal data or the attempted exercise of any similar request including but not limited to any right to be forgotten and shall ensure that PaymentWorks is notified of the request before Company responds to or deals in any way with that request; (xi) it shall only use the Information as set forth in this Agreement. (xii) it will upon request certify in writing to PaymentWorks that it has during the term of this Agreement remained in compliance with the obligations set forth herein. Third Party Rights. PaymentWorks contracts with Company for itself and as trustee for PaymentWorks' third party providers (and PaymentWorks' third party providers declare themselves to be trustees accordingly). PaymentWorks' third party providers may also enforce their rights against Company under this Agreement, pursuant to the Contracts (Rights of Third Parties) Act 1999 notwithstanding that they are not a party to this Agreement. Except as expressly provided above or as otherwise expressly stated elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 10453266_1 Schedule 1 FCRA RESTRICTIONS 1. Notwithstanding anything to the contrary in this Agreement, Company specifically agrees not to use information from the Services in whole or in part for any “permissible purpose” specified in 15 U.S.C. § 1681b, including, without limitation: (i) to establish a consumer’s eligibility for credit, insurance, employment, government benefits or licenses, or any other transaction initiated by the consumer; (ii) to collect an account; or (iii) to determine whether a consumer continues to meet the terms of an account. Company agrees to certify annually that it remains in compliance with the obligations set forth in this Schedule 1. 2. Notwithstanding Paragraph 1, Company may use information from the Services in connection with an investigation of its employees as described in 15 U.S.C. § 1681a(y). A permitted employee investigation is an investigation of suspected misconduct relating to employment, or of compliance with Federal, State, or local laws and regulations, the rules of a self-regulatory organization, or any preexisting written policies of the employer. Company shall ensure that: (i) the Information is not used for the purpose of investigating a consumer's credit worthiness, credit standing, or credit capacity; and (ii) the information is not provided to any person except: (a) to the employer or an agent of the employer; (b) to any Federal or State officer, agency, or department, or any officer, agency, or department of a unit of general local government; (c) to any self-regulatory organization with regulatory authority over the activities of the employer or employee; (d) as otherwise required by law; or (e) to government agencies under 15 U.S.C. § 1681f. DocuSign Envelope ID: 955FE211-AF1D-471E-88E5-4F265E6622ABDocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 9/6/2023 Marsh & McLennan Agency LLC5500 Cherokee Avenue, Suite 300Alexandria VA 22312 800-274-0268 macertificates@marshmma.com The Cincinnati Insurance Company 10677 CARAHTECHN Endurance Assurance Corporation 11551Carahsoft Technology Corp.FedResults, Inc.11493 Sunset Hills RoadSuite 100Reston VA 20190 Hartford Fire Insurance Company 19682 1498258516 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y ENP0651059 4/19/2023 4/19/2024 2,000,000 A 1,000,000 X X X EBA0651059 4/19/2023 4/19/2024 A X X 5,000,000ENP06510594/19/2023 4/19/2024 5,000,000 BC Cyber & Professional LiabilityCrime NRO3004370140030TP032740921 8/27/20232/6/2023 8/27/20242/6/2024 $5,000,000 Occ$5,000,000 Limit $5,000,000 Agg$50,000 Deductible The City is listed as an additional insured in regards to General Liability, ATIMA. City of Carlsbad1635 Faraday AvenueCarlsbad CA 92008 DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 ~® ACORD ' w ' ,---- H □ ' ' ' ' ' I I □ □ ,---- ,---- ,---- H I I J □ Administrative Services Branch Information Technology 1635 Faraday Ave. ï Carlsbad, CA 92008 ï 442-339-2450 t Memorandum September 8, 2023 To: Geoff Patnoe, Assistant City Manager From: Doug Kappel, Applications Manager Via: Joe Stephenson, Assistant Director of IT Laura Rocha, Deputy City Manager Administrative Services Re: Supplemental Terms and Conditions with Carahsoft and agreement with PaymentWorks for Software Licensing and Subscription of Electronic Vendor Onboarding This memorandum provides an explanation for the Supplemental Terms and Conditions with Carahsoft and an agreement with PaymentWorks for Software Licensing and Subscription of Electronic Vendor Onboarding. Background Currently, when the city onboards a vendor into our financial system, Finance Enterprise (FE), and sets the vendor up for electronic payments, it is done through a manual process. This process involves the vendor completing a paper form and staff manually validating this information and entering it into FE. Not only is this process manual, inefficient, and time consuming, it opens the city up to the potential risk of fraud. For example, if an individual calls staff on the finance team and represents themselves as being an employee of an existing vendor, they could attempt to fraudulently have the banking information for a valid vendor changed to a fraudulent bank account. This could result in payments not going to the city’s vendor but to an invalid outside party. Discussion PaymentWorks is a cloud-based platform that automates and streamlines the process of onboarding and managing vendors. It helps organizations reduce the risk of fraud, ensure compliance, and improve efficiency. Some of the benefits of using PaymentWorks are: It eliminates the need for manual data entry and paper forms, reducing errors and saving time. It verifies the identity and tax status of vendors using authoritative sources, such as the IRS and Dun & Bradstreet, preventing fraud and ensuring accuracy. It provides a secure portal for vendors to update their information and submit invoices, improving communication and transparency. DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206 JS {city of Carlsbad Memo - Agreement for Avertium Consulting Services with QCM Technologies September 8, 2023 Page 2 It enables real-time visibility and reporting on vendor data and activity, facilitating audit and compliance. Carahsoft is an information technology solution provider that has an existing National IPA Contract for reselling the PaymentWorks solution. The Supplemental Terms and Conditions provide additional language to the existing National IPA Contract that are specific to the city. The agreement with PaymentWorks outlines standard terms and conditions for the use of PaymentWorks. Next Steps Approve the Supplemental Terms and Conditions with Carahsoft and agreement with PaymentWorks. Fiscal Impact The total cost for the implementation and three years of ongoing support, licensing and hosting of the PaymentWorks solution is $176,400. The one-time implementation costs and first year of support and licensing of $68,600 is budgeted in the fiscal year 2023-24 SDTIP using the Technology Investment Capital Fund as the funding source. After the first year, the ongoing annual cost of $53,900 was included in the fiscal year 2023-24 SDTIP as requiring an operational increase starting in fiscal year 2024-25. The operational increase will be requested as part of the Information Technology Department’s Operational budget during the next annual budget process. All payments are made to CarahSoft, a reseller of the PaymentWorks application. The PaymentWorks agreement is a zero-dollar amount agreement but is required to use the PaymentWorks application. Attachments: Supplemental Terms and Conditions with Carahsoft Agreement with PaymentWorks CC: Brent Gerber Year 1 Year 2 Year 3 Total Carahsoft Agreement Implementation 14,700$ -$ -$ 14,700$ Subscription 53,900 53,900 53,900 161,700 Agreement Totals 68,600 53,900 53,900 176,400 Agreement Not to Exceed Amount 176,400 DocuSign Envelope ID: 56998C24-C487-48E6-B85A-372A97D0B206