Agreement.pdf

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CITY OF ST. PETERSBURG

TECHNOLOGY PURCHASE AGREEMENT

FOR [VENDOR]

This technology purchase agreement (as may be amended from time-to-time, the “Agree-ment”) is made between the City of St. Petersburg, a Florida municipal corporation, (the “City”) and [VENDOR] (the “Contractor”) for the purchase of certain tech-nology-related goods, services, or intellectual property rights (each a “Deliverable”).

1. Components of Agreement. The Agreement consists of this document and the documents listed below, each of which is attached to this document as an exhibit (unless otherwise noted as being incorporated by reference):

(a) City of St. Petersburg Standard Technology Addendum (the “Addendum”).

(b) [Any City-produced documents specific to this transaction (scope of work, requirements, etc.)]

(c) The following Contractor or third-party documents (each, an “External Document”):

(i) [proposal / quote]

(ii) [Contractor-written scope of work]

(iii) [Contractor standard terms and conditions]

(iv) [Any other Contractor or third-party document]

2. Effective Date; Term. The Agreement is effective when this document has been signed by all parties. If the date established for the Contractor’s initial performance predates the date on which this document is signed by all parties, the Agreement is effective retroactive to the date of the Contractor’s initial performance, and that date of that initial performance is deemed the effec-tive date of the Agreement. Otherwise, the date on which the last party signs this document is deemed the effective date of the Agreement. The Agreement will continue in effect until the end of the term established by or pursuant to the Agreement unless (i) terminated on an earlier date in accordance with the Agreement or (ii) renewed in accordance with the terms of the Agreement.

3. Conflict. If there is a conflict between components of this Agreement , a document listed higher in section 1 will control over a document that is listed lower. The parties acknowledge that this provision is intended to supersede any provision in an External Document that purports to

TECH-210 / 00866621 / FORM v02 2 of 4 assert supremacy over conflicting provisions in the Addendum or any other document listed higher in section 1.

4. Entire Agreement; Severability. The Agreement constitutes the entire agreement be-tween the parties with respect to its subject matter, and it supersedes any previous representation, proposal, or agreement as to its subject matter, whether oral or written. The provisions of the

Agreement are intended to be severable, and a determination that any provision of the Agreement is invalid should not affect the validity of any remaining provisions of the Agreement.

5. Execution. Any component of the Agreement may be signed in any number of counter-parts, each of which is deemed to be an original, and such counterparts collectively constitute a single original copy of the Agreement. Additionally, each party is authorized to sign any compo-nent of the Agreement electronically using any method authorized by applicable law and City policy. If a party signs the Agreement but fails to date its signature, the date the City receives the signing party's signature will be deemed to be the date the signing party signed the Agreement.

[SIGNATURE PAGES FOLLOW]

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Each party is signing this document on the date stated adjacent to that party’s signature.

Date: ________________________

CITY OF ST. PETERSBURG, FLORIDA

By: _________________________________

Name: _________________________________

Title: _________________________________

ATTEST

Chandrahasa Srinivasa, City Clerk

(SEAL)

Approved as to Content and Form

City Attorney (Designee)

[ADDITIONAL SIGNATURE PAGE FOLLOWS]

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Date: ________________________

[VENDOR]

By: _________________________________

Name: _________________________________

Title: _________________________________

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CITY OF ST. PETERSBURG

STANDARD TECHNOLOGY ADDENDUM

This City of St. Petersburg Standard Technology Addendum (the “Addendum”) addresses certain contractual terms required by Florida law, City Code, or City policy, as follows:

1. Incorporated Terms. For purposes of this Addendum, the following defined terms are incorporated by reference from the document to which this Addendum is attached or incorporated:

“Agreement,” “City,” “Contractor,” and “Deliverable.”

2. City Forms. The City may issue standard-form documents for the purpose of exercising its rights under the Agreement (each a “City Form”) in accordance with the following:

(a) The City may issue any number of City Forms, alone or in combination, to exercise any right available to it under the Agreement (e.g., exercising an option to purchase a Deliver-able or to renew the Agreement for an additional term), and a City Form is subject to the terms of the Agreement regardless of whether that City Form expressly incorporates or refers to the Agreement.

(b) A City Form may take the form of a blanket purchase agreement, contract purchase agree-ment, purchase order, or any other standard-form document issued by or through a City administrative system or procedure, and it includes any document that is attached or incor-porated by reference (e.g., a Contractor proposal with descriptions and fees for the specific

Deliverables being purchased through that City Form).

(c) The following provisions in a City Form are void: (i) any provision that is inconsistent with the Addendum and (ii) any provision that purports to incorporate new terms and conditions through a URL. Otherwise, a provision in a City Form that is inconsistent with the Agree-ment is effective only with respect to the transaction for which that City Form is issued.

For example, if a City purchase order incorporated a Contractor proposal that contained dates of a renewal term, pricing for that renewal term, and URL leading to Contractor’s standard contractual terms, the dates and pricing in that proposal would apply to the re-newal term, but the contractual terms identified by the URL would not.

(d) Termination of the Agreement terminates every City Form in effect at that time.

3. Notices and Other Communications. Any notice, request, proposal, approval, designa-tion, or other form of communication contemplated by the Agreement must be in writing to be effective. Any such communication to the City under the Agreement must be delivered to a phys-ical or electronic address expressly designated by the City for that purpose, and the City may modify such designation from time to time. The City’s initial designation for such communications

TECH-210 / 00866621 / FORM v02 2 of 13 is City of St. Petersburg, Procurement and Supply Management Department, ATTN: Director, PO Box 2842, St. Petersburg, FL 33731.

4. Invoicing and Payment. The City is obligated to pay the Contractor for performance under the Agreement only if the Contractor has submitted an invoice in accordance with the City’s pro-cedures for submission of such an invoice, and the City must be provided with at least 45 days to make payment under each invoice. Additionally, if the City determines that the Contractor (either directly or through third-party performance in accordance with section 15 has not satisfied all re-quirements of the Agreement at the time an invoice is submitted, the City may withhold payment of that invoice until those requirements have been satisfied and correction of each deficient re-quirement has been demonstrated to the City’s satisfaction. During any period in which the City withholds payment pursuant to this section 4, the Contractor shall not terminate, suspend, impair, degrade, or otherwise limit any service or right the City’s access to any Deliverable.

5. Renewal Terms. The term of the Agreement may be renewed or extended for an additional period of time (each a “Renewal Term”) only if the City consents to the Renewal Term. Accord-ingly, any “automatic” renewal or extension of the Agreement that would purport to occur without consent of the City is void. If a City Form is issued with the intent of continuing the relationship between the parties under the terms of the Agreement, that City Form is effective as consent to a

Renewal Term pursuant to this section, even if it does not expressly state that it is a “renewal” or

“extension” of the Agreement. Accordingly, at the beginning of each Renewal Term, the Agree-ment will continue on the same terms that were in effect at the conclusion of the immediately preceding term unless the parties expressly agree to amend the terms in conjunction with the issu-ance of that City Form.

6. Intellectual Property. For purposes of the Agreement, “Intellectual Property” means

(i) any copyright, patent, trademark, trade secret, or other form of intellectual property right, re-gardless of jurisdiction, and (ii) any application, registration, or renewal for any such right, regardless of jurisdiction. If the Contractor, pursuant to the Agreement, grants, transfers, subli-censes, assigns, or otherwise conveys to the City any license, sublicense, or other right pursuant to which the City may access or use any Deliverable that is or embodies Intellectual Property (each a “Licensed Deliverable”), the following provisions apply:

(a) Subject only to a limit on the number of authorized users expressly stated in the Agreement or applicable City Form, any officer, employee, agent, contractor, subcontractor, elected or appointed official, or volunteer of the City has the non-exclusive, non-sublicensable, non-transferrable right and license to use every Licensed Deliverable in the course of any lawful business or function of the City without the payment of any royalty or fee other than as expressly stated in the Agreement, without geographic limitation, and subject only to those limitations imposed by Law or expressly stated in the Agreement.

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(b) The City may copy any Licensed Deliverable (other than any Hosted Software, as defined in section 8) for archival backup, disaster-recovery, or other internal purposes. Such inter-nal purposes include installation of software Deliverable in non-production environments for testing and configuration purposes.

(c) The Agreement does not transfer ownership of any Intellectual Property belonging to the

City, the Contractor, or any third party. Accordingly, the City shall not intentionally (i) re-move or modify any markings or notice of any Intellectual Property in any Deliverable;

(ii) reverse engineer, disassemble, or decompile any software Deliverable; or (iii) make any Deliverable available to any third party except as authorized by the Agreement.

7. City Content; Confidentiality. With respect to any information, data, or other content that is provided to the Contractor in connection with the Agreement or that is uploaded, submitted, posted, transferred, transmitted, stored, or otherwise made available to or through any Deliverable that is a technology system (“City Content”), the Contractor shall use City Content only for the purposes described in the Agreement, and the Contractor acknowledges that the City does not transfer any right of ownership of City Content to the Contractor or to any third party through the

City’s execution or performance of the Agreement or through the use of any Deliverable. Further-more, the Contractor shall not disclose any City Content that is marked or otherwise expressly designated as “confidential” or “proprietary” unless expressly authorized in writing by the City or required by Law. If the Agreement imposes any obligation on the City to protect the Contractor’s information, it applies only to information that is marked or otherwise expressly designated as

“confidential” or “proprietary” by the Contractor. This section 7 survives termination of the

Agreement.

8. Hosted Software—Redundancy, Recovery, Security, and Export. If no Deliverable is

“cloud-based” software provided to the City through the internet (“Hosted Software”), this sec-tion 8 is void and of no effect. Otherwise, the Contractor shall provide any Hosted Software in accordance with the following:

(a) The Contractor shall ensure that the facility from which the Hosted Software is primarily provided (the “Primary Hosting Facility”) is located (i) in the contiguous United States and (ii) in an area that is not prone to events that would fall under the force majeure provi-sions of section 23 (e.g., the facility must not be located in a low-lying area prone to flooding).

(b) The Contractor shall simultaneously operate at least one mirror system for the Hosted Soft-ware at a hardened data center facility (the “Secondary Hosting Facility”). Every

Secondary Hosting Facility must be geographically remote from the Primary Hosting Fa-cility. Otherwise, every Secondary Hosting Facility must: (i) meet or exceed all

TECH-210 / 00866621 / FORM v02 4 of 13 requirements for the Primary Hosting Facility stated in subsection (a); (ii) have hardware and software, network connectivity, power supplies, backup generators, and other similar equipment and services that operate independently of the Primary Hosting Facility;

(iii) have fully current backups of all City Content stored at the Primary Hosting Facility;

and (iv) have the ability to provide the Hosted Software in accordance with the Agreement during the performance of routine and remedial maintenance or any outage or failure of the

Primary Hosting Facility. The Contractor shall operate, monitor, and maintain every Sec-ondary Hosting Facility so that it may be activated no more than one minute after any failure of the Primary Hosting Facility.

(c) Unless otherwise expressly stated in the Agreement, there is no limit on the amount of City

Content that may be stored in the Hosted Software, and the City’s payment of fees under the Agreement covers all storage of City Content at the Primary Hosting Facility and every

Secondary Hosting Facility (each a “Hosting Facility”). The Contractor shall conduct backups of City Content at least every four hours and store that backup of City Content in a location and manner that meets or exceeds industry best practices. Unless otherwise stated in the Agreement, the Contractor shall not count any such backup of City Content in allotting or calculating any data storage actually used or permitted to be used by the City or any associated fee under the Agreement.

(d) The application of the force majeure provision in section 23 to any one Hosting Facility does not limit the Contractor’s obligations under this section 8 with respect to any other

Hosting Facility.

(e) The Contractor shall maintain a business continuity and disaster-recovery plan for the

Hosted Software (the “BCDR Plan”) and provide the City, upon request, with a current copy of the BCDR Plan, along with any reports or summaries relating to past testing of or pursuant to the BCDR Plan. Additionally, the Contractor shall actively test, review and update the BCDR Plan on at least an annual basis using industry best practices as guidance, and any such update to the BCDR Plan is subject to the requirements of this subsection (e).

In the event of any unplanned interruption of access to the Hosted Software, the Contractor shall implement the BCDR Plan. And if the Contractor fails to restore access to the Hosted

Software is within the period of time set forth in the BCDR Plan, the City may declare the

Contractor in default of the Agreement and immediately terminate the Agreement without any liability, obligation, or penalty due to the Contractor.

(f) The Contractor shall maintain and enforce an information security program with respect to the Hosted Software (including safety and physical and technical security policies and pro-cedures) in accordance with the following:

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(i) The Contractor shall provide technical and organizational safeguards against acci-dental, unlawful, or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, commingling, or processing of any City Content that is pro-cessed, stored, or otherwise handled by Hosted Software (“Hosted Data”).

(ii) The Contractor shall secure and defend every Hosting Facility against any “hacker” or other person or entity who may seek, without authorization, to disrupt, damage, modify, access, or otherwise use the Hosted Software or any information processed by or stored in the Hosted Software.

(iii) The Contractor shall monitor the Hosted Software for any potential area where se-curity could be breached.

(g) If the City requests an export of any or all Hosted Data, the Contractor shall provide such export in accordance with the following:

(i) The Contractor shall provide the exported Hosted Data to the City in an industry-standard or other mutually agreed-upon format no more than 10 days after receiving such request, and the Contractor shall make that export available through a secure

FTP server or through another mutually agreed-upon method.

(ii) If Hosted Data is stored in its native format (e.g., Word, Excel, PowerPoint, PDF, etc.), it must be exported in that native format. Otherwise, the Hosted Data must be exported in downloadable Excel, comma-separated value, or other agreed-upon for-mat.

(iii) The Contractor acknowledges that a database dictionary and/or an entity relation-ship diagram, or the equivalent (collectively, the “Data Model”) is necessary for the City to make use of the Hosted Data following export. Accordingly, in con-junction with each export of Hosted Data, the Contractor shall provide the City with the Data Model applicable to the exported Hosted Data for the City’s internal use for as long as the City retains the exported Hosted Data.

(iv) The City’s rights under this subsection (f) continue for a 90-day period following termination of the Agreement.

9. Security Issues. The Contractor shall ensure that each Deliverable is created, provided, maintained, and supported in a manner that meets or exceeds industry standards and best practices for preventing any vulnerability, exploit, malware, security breach, or unauthorized access (i) that could adversely affect or permit unauthorized use of a Deliverable or of any software or technology system connected to or used to access that Deliverable or (ii) that might expose any City Content

TECH-210 / 00866621 / FORM v02 6 of 13 to unauthorized access, modification, deletion, encryption, or disclosure (each, a “Security Vul-nerability”). If the Contractor has actual or constructive knowledge that any potential or actual

Security Vulnerability exists (each, a “Security Issue”), the following provisions apply:

(a) The Contractor shall promptly notify the City of the Security Issue and may delay that report only to the extent authorized by Law or needed to determine the general nature of the Security Issue. The Contractor shall not delay that notice for purposes of performing any action required under subsection (b).

(b) The Contractor shall remedy the Security Issue in a manner that meets or exceeds industry standards, including any standard for the speed with which elimination of the Security Issue should occur.

(c) If, before completion of the actions required under subsection (b), the Contractor identifies any information that would assist the City in mitigating or otherwise responding to the

Security Issue, the Contractor shall immediately provide that information to the City by email unless prohibited by Law from doing so.

(d) The Contractor shall not send notice of any Security Issue to any law enforcement agency, regulatory authority, user, or other person or entity for or on behalf of the City unless re-quired to do so by Law or expressly requested to do so by the City. But if the City requests that the Contactor send any such notice, the Contractor shall prepare and send each such notice (i) in accordance with applicable requirements for timing and content under Law, which the Contractor acknowledges may vary depending on the residency of a person whose information is disclosed; (ii) at no expense to the City; and (iii) following review and approval of the notice and distribution list by the City.

(e) No more than 30 days after the Security Issue has been eliminated, the Contractor shall provide the City a written root cause assessment and future incident mitigation plan that sets out details regarding the Contractor’s investigation of the Security Issue. Upon the

City’s request, the Contractor shall provide a second, more in-depth investigation and re-sults of its findings.

(f) If the City determines that the Security Issue was caused, in whole or in part, by any act or omission of the Contractor, the Contractor shall reimburse the City for any cost or expense incurred by the City in responding to or remediating the Security Issue.

10. Credit Card Security. If no Deliverable processes credit card information, this section 10 is void and of no effect. Otherwise, the following provisions apply with respect to any Deliverable that processes credit card information:

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(a) The Contractor acknowledges that the applicable Deliverable is subject to the following data security standards (collectively and as each may be amended from time to time, the

“Credit Card Security Standards”): (i) the Fair and Accurate Credit Transactions Act of

2003 and any associated regulation; (ii) the most recent version of the Payment Application

Data Security Standard (PA‑DSS); and (iii) any applicable Payment Card Information

(PCI) rule, practice, standard, or program (including Visa CISP, MasterCard SDP, Discover

DISC, and American Express DSOP).

(b) Accordingly, the Contractor shall ensure that the applicable Deliverable complies with each applicable Credit Card Security Standard at all times and provide the City with documen-tation of such compliance upon request by the City.

11. Ownership of Hardware. Upon the City’s acceptance of any Deliverable that is hardware, equipment, or some other form of tangible personal property (“Hardware”), ownership of that

Hardware is deemed transferred from the Contractor to the City. Until such transfer of ownership occurs, title to and risk of loss in any Hardware remains with the Contractor.

12. Contractor Warranties. The Contractor warrants that, to the extent applicable, each De-liverable (i) will satisfy all requirements expressly stated in the Agreement or in the applicable

City Form; (ii) will be free from defects in materials and workmanship; (iii) will be fit for the purpose for which that Deliverable is ordinarily employed and for any other purpose set forth in the Agreement or the applicable City Form; and (iv) will have clear title and be free of any lien, encumbrance, or Claim (as defined in section 20 and including any Claim of infringement, misap-propriation, or other form of violation regarding a Licensed Deliverable). Each warranty established by this section runs through whichever of the following is longest: (i) for one year after the City accepts the Deliverable; (ii) through the end of the term of the Agreement; (iii) through a longer period of time expressly provided elsewhere in the Agreement or the applicable City Form.

13. Third-Party Warranties. If any Deliverable is subject to a warranty from a third-party, the Contractor shall provide the City with a copy of that warranty. If that third-party warranty does not expressly state that it applies to the City or is automatically assigned to the City, the Contractor shall effectuate the assignment of the warranty to the City to the fullest extent possible under the terms of the warranty and shall provide the City with documentation of that assignment.

14. Third-Party Terms. If the Agreement incorporates any contractual terms that are dictated by a third party, rather than controlled by the Contractor, (e.g., an end-user license agreement for a software Deliverable owned by a company other than the Contractor) and that third party elects to change those terms, the Contractor shall notify the City in writing of each change no more than

10 calendar days after learning of the change. In the 30 calendar days following either receipt of such a notice or the City’s independent determination that the third party has elected to make such

TECH-210 / 00866621 / FORM v02 8 of 13 a change, whichever occurs first, if the City determines that the applicable change would frustrate the purpose of the Agreement, the City may terminate the Agreement at no cost to the City by providing notice of such termination to the Contractor. No more than 30 calendar days after re-ceiving such notice from the City, the Contractor shall provide the City with a pro rata refund of any amount pre-paid by the City for usage or support of a Deliverable, less any amount paid by the City for (i) any service for initial implementation, setup, training that has already been per-formed or (ii) a perpetual right to use a Licensed Deliverable that would continue despite the termination.

15. Third-Party Performance. If a third party provides any Deliverable under the Agree-ment, that third party’s performance is attributable to the Contractor, and the following provisions apply, without regard to the form of agreement between the Contractor and the third party (e.g., subcontract, reseller agreement, or otherwise) or the nature of the relationship between the Con-tractor or the third party (e.g., agent, independent contractor, or otherwise):

(a) Except as needed to perform the Contractor’s obligations under the Agreement, the Con-tractor shall not transfer any City Content to the third party or allow the third party to access any City Content.

(b) The third party is subject to the same terms as the Contractor, and the Contractor shall ensure that the third party complies with the Agreement.

(c) Any failure of the third party to perform under the Agreement (including any Deliverable provided by the third party that does not satisfy the Agreement) constitutes a breach of the

Agreement by the Contractor. Accordingly, the Contractor shall cure that breach in accord-ance with section 25, and the City may require as a condition of that cure that the Contractor remove or replace the applicable third party.

(d) The Contractor acknowledges (i) that the City may withhold payment on an invoice pursu-ant to section 4 even if the applicable failure to perform the Agreement is the fault of the third party, in whole or in part; (ii) that section 5 applies to any license, sublicense, or other right to access or use Intellectual Property that flows from a third party; and (iii) that the

Contractor’s obligations under section 20 apply to any Claim arising from the action or inaction of the third party as well as any Claim asserted by the third party.

16. Applicable Law.

(a) The Contractor shall, in its performance of the Agreement, comply with every applicable federal, state, and local constitution, charter, statute, ordinance, rule, regulation, policy, or procedure, along with every applicable judgement, order, or other form of decree issued by an authority with jurisdiction over the matter at issue (collectively, “Law”).

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(b) By executing, amending, or renewing the Agreement, the Contractor is deemed to have made all certifications required under Florida Statutes section 287.135 at the time of the applicable execution, amendment, or renewal. Additionally, the Contractor acknowledges that the City may terminate the Agreement as provided in Florida Statutes sections 287.135 or 448.095, as each may be amended from time-to-time.

(c) The Agreement will be interpreted under Florida law. Venue for any Claim (as defined in section 20) or other action arising out of the Agreement brought in state court must be in

Pinellas County, St. Petersburg Division, and venue for any action arising out of the Agree-ment brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the courts specified in this section are an improper or incon-venient venue. Moreover, the parties consent to the personal jurisdiction of the courts specified in this section and irrevocably waive any objection to that jurisdiction.

17. Public Records. The Agreement is subject to Florida law regarding public records (collec-tively and as may be amended from time-to-time, “Florida Public Records Law”). Accordingly, the Contractor shall comply with Florida Public Records Law, including provisions below that are specifically required by Florida Statutes subsection 119.0701(2) :

(a) The Contractor shall keep and maintain each public record required to perform the Agree-ment by retaining that record during the following period (collectively, the “Retention

Period”): (i) during the term of the Agreement and (ii) after the term of the Agreement for the then-applicable retention period under Florida Public Records Law (including as may be provided in General Records Schedule GS1-SL for Florida State and Local Government

Agencies) unless transferred or destroyed in accordance with subsection (d).

(b) During the Retention Period, the Contractor shall, upon request by the City, make any pub-lic record retained by Contractor available to the City (including its independent auditors and other professional advisors) within a reasonable time (not to exceed three business days unless the Contractor demonstrates to the City’s satisfaction that a longer period is required by applicable Law) and at a cost that does not exceed the cost provided by appli-cable Law. The Contractor shall make that record available either by providing the City with a copy of the record or by making the record open to inspection or copying by the

City. If the record is stored electronically, the Contractor shall make the record available to the City in a format that is compatible with the City’s information technology systems.

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(c) During the Retention Period, the Contractor shall ensure that any public record retained by the Contractor that is exempt or confidential and exempt from disclosure is not disclosed, except as authorized by Florida Public Records Law.

(d) After the term of the Agreement, the Contractor may end the Retention Period for a public record by taking the following steps at no cost to the City: (i) transfer that record to the

City and (ii) destroy any duplicate record that is exempt or confidential and exempt from disclosure requirements under Florida Public Records Law.

(e) The Contractor acknowledges that that Florida Public Records Law supersedes all provi-sions of the Agreement concerning records (including any record containing Intellectual

Property of the Contractor or a third party), including (i) any confidentiality provision that purports to limit disclosure of records in a manner inconsistent with Florida Public Records

Law or (ii) any provision that purports to require destruction of records that must be re-tained under Florida Public Records Law.

(f) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS

TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC REC-

ORDS RELATING TO THE AGREEMENT, THE CONTRACTOR

SHALL CONTACT THE CITY CLERK’S OFFICE (THE

CUSTODIAN OF PUBLIC RECORDS) AT 727-893-7448,

CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N.,

ST. PETERSBURG, FL 33701.

18. Financial Records. The Contractor shall maintain every financial record related to the

Agreement (including any books of account that are related to the Agreement) in accordance with generally accepted accounting principles. If any such Agreement-related financial record is not a public record under Florida Public Records Law, the Contractor shall nonetheless retain it and make it available to the City in accordance with section 17, subsections (a)–(b) (excluding the remaining subsections, which apply only to public records).

19. Non-Appropriation. Notwithstanding anything in the Agreement to the contrary, the ob-ligation of the City as to any payment or funding required pursuant to the Agreement (including any acceleration of payment or penalty resulting from termination of the Agreement before the end of the then-current term) shall be limited to an obligation in any given year to budget, appropriate, and pay from legally available funds, after monies for essential city services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstand-ing the foregoing, the City shall not be prohibited from pledging any legally available non-ad-

TECH-210 / 00866621 / FORM v02 11 of 13 valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to the Agreement.

20. Indemnity. With respect to any judicial, administrative, or arbitration action, suit, claim, demand, investigation, or proceeding (whether or not a lawsuit is filed and including any appeal) that is alleged or claimed to arise out of or be connected to the Agreement, including one for dam-age to property or bodily or personal injury, including death at any time resulting therefrom, (each, a “Claim”) that is brought by someone other than the Contractor against the City or any City elected or appointed official, officer, employee, agent, or volunteer (collectively, the “Indemnified

Parties”), the Contractor shall defend at its expense, pay on behalf of, hold harmless, and indem-nify those Indemnified Parties against the following indemnifiable losses: (i) any lien, liability, penalty, fine, fee, judgment, loss, damage, or other amount awarded in, or paid in settlement of, any Claim, including any interest, together with (ii) any expense incurred in defending, responding to, or otherwise participating in a Claim or in any related investigation or negotiation, including any court filing fee, court cost, arbitration fee, witness fee, or attorneys’ and other professionals’ fee or disbursement. The provisions of this section 20 (i) are independent of and are not limited by any insurance obtained by the Contractor pursuant to the Agreement or otherwise and (ii) survive the expiration or earlier termination of the Agreement with respect to any Claim arising out of or in connection with any event occurring prior to such expiration or termination.

21. Insurance Coverage. The Contractor shall carry the following types and amounts of in-surance coverage at its own expense and shall, upon request, provide the City with proof of all such coverage on a certificate of insurance on a standard ACORD form:

(a) Commercial general liability insurance in an amount of at least $1,000,000 per occurrence, $2,000,000 aggregate in occurrences form. This policy must include coverage for (i) bodily injury; (ii) property damage; (iii) personal and advertising injury; (iv) products and com-pleted operations; and (v) contractual liability under the Agreement. Such contractual liability coverage must provide and pay for a defense for all claims or demands covered by the Contractor’s indemnification obligations under the Agreement and have an amount suf-ficient to cover the Contractor’s obligations under section 20.

(b) If the Contractor conducts any travel in performance of the Agreement, commercial auto-mobile liability insurance of $1,000,000 combined single limit covering all owned, hired, and non-owned vehicles.

(c) Workers’ compensation insurance as required by Florida law and Employers’ Liability In-surance in an amount of at least $100,000 each accident, $100,000 per employee, and

$500,000 for all diseases.

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(d) Cyber liability (network security/privacy liability) insurance with a minimum limit of

$1,000,000 per occurrence. Coverage must include (i) cloud computing and mobile de-vices; (ii) protection of private or confidential information, whether electronic or non-electronic; and (iii) network security and privacy. Coverage must also include liability for

(i) system attacks; (ii) digital asset loss, denial, or loss of service; (iii) introduction, im-plantation, or spread of malicious software code (iv) security breach; and (v) unauthorized access and use. Coverage must also include all related expenses for regulatory action, no-tification, and credit monitoring expenses.

(e) Technology errors and omissions insurance in the amount of $1,000,000 for claims for damages arising from computer related services including the following: (i) consulting;

(ii) data processing; (iii) programming (iv) system integration (v) software development, installation, distribution, or maintenance; (vi) systems analysis or design (vii) training, staffing, or other support services (viii) any electronic equipment, computer hardware, or software that is developed, manufactured, distributed, licensed, marketed or sold. This pol-icy must also provide coverage for media liability, including infringement of copyright, trademark, and trade dress.

(f) Any other insurance coverage (i) that is required under applicable Law; (ii) that would be reasonably associated with the provision of the Deliverables; or (iii) that is actually carried by the Contractor, even if such coverage is broader in scope or has greater limits than those stated elsewhere in this section 21.

22. Insurance Conditions. With respect to every insurance coverage required by section 21:

(a) the Indemnified Parties must be named as additional insured for every policy other than worker’s compensation and technology errors and omissions; (b) all coverage must be provided by a responsible insurer licensed in the State of Florida and rated at least A- in the then-current edition of AM Best’s Rating Services; (c) if any coverage is made on a “claims made” basis, such coverage must include a retroactive date of coverage beginning no later than the effective date of the Agreement; (d) for every coverage, the Contractor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties; and (e) all coverage must be made on a primary and noncontributory basis.

23. Force Majeure. If either party to the Agreement is delayed, hindered, or prevented from the performance required under the Agreement by reason of strike, lockout, labor trouble, power failure, riot, insurrection, war, act of God, public health emergency, or other similar event that is not the fault of the party delayed, hindered, or prevented from that performance (each a “Permitted

Delay”), that party (the “Delayed Party”) is excused from performance under the Agreement for the period of time equivalent to the delay caused by that Permitted Delay—but only if the Delayed

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Party requests an extension from the other party in the 10 calendar days following the date on which the Delayed Party obtained actual or constructive knowledge of the Permitted Delay.

24. City Liability. To the extent permitted under applicable Law, the City accepts no liability, responsibility, or indemnity obligation for any third-party claim or damage arising out of or in connection with the Agreement or the possession or use of any Deliverable. Nothing in the Agree-ment is intended to serve as a waiver of sovereign immunity by the City or acceptance by the City of any liability in excess of any limit on liability provided to the City under applicable Law.

25. Dispute Resolution. Notice of any alleged breach of the Agreement by the City must be delivered to the City in writing and provide the City with at least 30 calendar days to cure that alleged breach. During any such cure period, the Contractor shall not terminate, suspend, impair, degrade, or otherwise limit any service or right provided to the City pursuant to the Agreement.

Additionally, the City does not (a) consent to mandatory arbitration or mediation; (b) consent to any limit on the amount of the Contractor’s liability under the Agreement or any exception to the

Contractor’s obligations under section 20; (c) consent to any provision that would result in award of attorney’s fees to the prevailing party; (d) consent to any cure period for breach of the Agree-ment by the Contractor that would exceed 30 days without express consent of the City; or (e) waive any remedy available to the City in law or equity.

26. Termination. The City may terminate the Agreement at any time and for any reason by giving the Contractor at least 30 days’ notice of that termination. The Contractor has 60 days following such a termination to invoice the City for any Deliverable that was accepted by the City prior to termination but not yet paid for, after which the right to right to issue such an invoice is waived.

27. Assignment. The Agreement may not be assigned or transferred by either party without the prior consent of the other party, and any purported attempt to assign or transfer the Agreement in violation of this provision is void.

28. Amendment. Except as otherwise provided by this Addendum, no amendment or termina-tion of the Agreement is effective without mutual consent of the parties. Accordingly, no click-through, click-wrap, browse-wrap, or other contractual provision presented by or through a Deliv-erable as a condition of installation or use may serve as an amendment to the Agreement, and this

Addendum supersedes any such provision with respect to the City and with respect to any person who uses the applicable Deliverable pursuant to the Agreement.

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