Veoci_Master_Services_Agreement.VE_Rev_1_4-10-2025.docx

Veoci Master Services Agreement - Pinellas County, a subdivision of the State of Florida -St Pete-Clearwater International Airport (“PIE”)

Prepared for: Ms. Erin Johnson

Prepared by: Vincent Jessel

February 25, 2025

MSA Number: P-20241030PI752579

The Interlocal Purchasing System - TIPS Number: 220105

AGREEMENT

25-0555-REQ

25-0555-REQ Veoci-SMS Software This Agreement (the “Agreement” or “Contract”), is entered into on the date last executed below (“Effective Date”), by and between Pinellas County, a subdivision of the State of Florida whose primary address is 315 Court Street, Clearwater, Florida 33756 (“COUNTY”) and Veoci Inc. whose primary address is 195 Church Street – 14th Floor, New Haven, CT 06510 (hereinafter “CONTRACTOR”) (jointly, the “Parties”).

NOW THEREFORE, the Parties agree as follows:

RECITALS

a. VEOCI is the owner of, or has the right to grant access according to the terms of this Agreement, to certain cloud-hosted software applications, namely the Veoci Platform (defined below) available for access and use by Customer via https://veoci.com, as well as any additional services relating to its use as are set forth in the applicable Order Form (collectively, the “Service”), as contemplated under this Agreement.

b. This Agreement sets out the contracting framework between VEOCI and Customer in relation to the provision of the Service.

c. VEOCI agrees to provide the Service under the terms of an Order Form, as contemplated under this Agreement.

Veoci, Inc.

Executed by Authorized Representative COUNTYPIE - St Pete-Clearwater International Airport Executed by Authorized Representative

Agreement Structure, Order Form and Ordering The Agreement is in four parts:

1. Schedule A: General Subscription Terms & Conditions

2. Schedule B: Service Level Agreement (SLA)

3. Schedule C: Support Agreement

4. Schedule D: Order Form.

The purpose of this Agreement is to:

a. establish a general contracting framework between the parties;

b. set out the terms governing the overall relationship between the parties under that contracting framework; and

c. set out the terms governing the provision of Service by VEOCI to Customer. In executing this Agreement and any Order Form, both parties have relied on certain supporting information provided, and representations made, by the other party prior to that execution.

Prior to commencing the provision of the Service, the parties must first execute an Order Form based on the template set out in Schedule D, or such other form or template that VEOCI provides to the Customer from time to time. Each Order Form

a. comes into force on the Term Start Date and continues until the Term End Date, as set out in the relevant Order Form, unless terminated in accordance with this Agreement or the relevant Order Form; and

b. constitutes a separate binding contract between Customer and VEOCI, for the Order Form Term.

An Order Form may include supplementary or additional obligations not otherwise set out in the Agreement. Unless the contrary intention is specifically expressed, if there is an inconsistency between the Agreement or an Order Form, the order of precedence shall be as follows: (a) the Agreement; (b) the Order Form.

SCHEDULE A. General Subscription Terms and Conditions

1. Definitions “Agreement” means this agreement and schedules, which shall be effective as of the Effective Date (defined below).

a. “Confidential Records” and “Confidential Information” mean any information of any Party that is designated as confidential and/or exempt by Florida’s public records law, including information that constitutes a trade secret pursuant to Chapter 688, Florida Statutes and is designated in writing as a trade secret by CONTRACTOR (unless otherwise determined to be a non-confidential public record by applicable Florida law).

Notwithstanding the foregoing, Confidential Information does not include information that:

(i) becomes public other than as a result of a disclosure in breach of the Agreement; (ii) becomes available to the Party on a non-confidential basis from a third-party source which is not prohibited from disclosing such information; (iii) is known by the Party prior to its receipt from the other Party without any obligation or confidentiality with respect thereto; or

(iv) is developed by the Party independently of any disclosures made in relation to the Agreement.

b. “Customer” means any customer who is party to an Order Form, contract, or agreement for Veoci SaaS with VEOCI.

c. “Customer Data” means all electronic data or information provided by Customer to the Service.

d. “Effective Date” means the date on which the Customer has signed this Agreement.

e. “Non-Users” means any individuals/persons who are not “Users” as defined below

f. “Order Form” means the order form for Service entered between VEOCI and Customer, including any exhibits or schedules thereto.

g. “Order Form Term” means the subscription period for the Services from the “Term Start Date” to the “Term End Date”, as set out in an Order Form.

h. “Primary Contact” means Customer’s primary technical contact with VEOCI in-connection-with the Service.

i.“Service” means VEOCI’s provision of the Veoci Platform for access and use by Customer via https://veoci.com, as well as any additional professional services relating to its use as are set forth in the applicable Order Form.

j.“Solution” means the configuration of the Veoci Platform features based on the specifications set forth in an applicable SOW.

k.“Term End Date” for an Order Form, means the date specified as the “Term End Date” in that Order Form.

l.“Term Start Date” for an Order Form, means the date specified as the “Term Start Date” in that Order Form.

m.“User Guide” means the online Veoci Platform user manuals for the Service accessible via https://veoci.com, as updated by VEOCI.

n.“Users” means the individuals/persons who are authorized to access and use the Service and who have been provided individual user identifications and passwords by Customer (or by VEOCI at Customer’s request). Users may be Customer employees, Customer third party consultants, contractors or agents. (Third parties may access and use the Service solely for the benefit of Customer’s internal business purposes in accordance with the provisions of this Agreement.) Individuals using a common login or user ID, directly or through another system, are to be counted separately.

o.“VEOCI” means Veoci, Inc.

p.“Veoci Platform” means VEOCI’s software-as-a-service platform (SaaS) for digital business processes.

q.“Virus” means (i) any computer code designed to disrupt, disable, harm, or otherwise impede the operation of the Service, including Customer’s access to the Service and processing of data using the Service, or the operation of any associated system or network, or (ii) any other similar harmful, malicious, or hidden procedures, routines, or mechanisms that would cause the Service to malfunction or cause damage to or corruption of data, storage media programs, equipment or communications, or otherwise interfere with operations.

2. Provision of Service

a. VEOCI will provide the Service to Customer in accordance with the terms of this Agreement and the applicable Order Form. VEOCI grants Customer a non-transferable and nonexclusive right to access and use the Service for the sole purpose of supporting the internal operations of Customer’s business and to process Customer’s own data.

b. The following procedures will apply to the Service:

i. VEOCI will send an email to Customer’s Primary Contact setting forth the information necessary for initial use of the Service. Customer shall provide the information requested in such email to VEOCI.

ii. VEOCI will provide Service status and maintenance notifications by email to Customer’s Primary Contact.

iii. In a timely manner, as soon as feasible, Customer will notify VEOCI via our helpdesk at https://support.veoci.com or via email at support@veoci.com with respect to any issues related to the Service.

c. From time to time, with respect to the Service and at an additional fee, VEOCI may offer additional functionality. Such additional functionality will be offered and agreed under a separate written agreement or amendment between the parties. Customer hereby agrees that Customer’s purchase of the Service pursuant to this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by VEOCI regarding future functionality or features.

d. The Service may be accessed and used solely by a licensed User. Unless otherwise specified in the applicable Order Form between the Customer and VEOCI;

i. Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users;

ii. additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added; and

iii. the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for licensed Users only; User identification and passwords shared or used by more than one individual, will require user licenses for each individual.

b. A User subscription may only be reassigned to a new User replacing a former User when;

i. The former User is no-longer an employee, third-party consultant, agent, or contractor of Customer, or

ii. The new User has been registered on the Veoci Platform to replace a former User who no longer requires ongoing use of the Services.

iii. For the avoidance of doubt, any individual registered as a User on the Veoci Platform shall be counted as a User for the full Term unless in the case of (i) or (ii) above.

3. Limitations and Processes

a. Third-party interfaces, software, hardware, or other services which are associated with, or otherwise available through the Service shall be accessed and used by Customer and Users in their sole discretion. VEOCI shall have no responsibility or liability with respect to Customer’s or any Users' access to or use of any such items or for any act or omission of any such third-party provider.

b. VEOCI’s performance under this Agreement shall be excused as a result of Customer’s

i. failure to comply with its obligations as set forth herein;

ii. failure to provide VEOCI with information reasonably deemed by VEOCI to be necessary to assist VEOCI in its performance under this Agreement; or

iii. delay, prevention or interference with VEOCI’s performance under this Agreement.

c. During normal business hours and no more than twice per year, on reasonable advance notice, describing the purpose and scope of the request and in a manner that does not unreasonably interfere with Customer’s business operations, VEOCI or a VEOCI-designated third-party may audit Customer’s use of and access to the Service to verify Customer’s compliance with this Agreement.

4. Entries by Non-Users

a. As part of the Service, Customer shall have the ability to create external facing forms and workflows that can be accessed and completed by both Users and Non-Users (“External Forms”). Form submissions (“Entries”) in non-user forms may be created by Customer employees, consultants, contractors or agents, or by third parties. Customer shall be responsible for all activities that occur in or are related to their use of these External Forms. There is no limit to the number of External Forms a customer can create as part of their use of the Service, however the number of Entries created by Non-Users (“Non-User Entries”) shall be limited as set forth in Section 4(c).

b. Each individual Entry made by a non-user in an External Form shall be counted as one Non-User Entry. The total number of Non-User Entries shall be counted as the sum of all Non-User Entries made in all Customer External Forms over the course of one (1) year. Entries in External Forms made by Users under this agreement shall not be counted as Non-User Entries. As part of the Service, Customer shall be allotted a set number of Non-User Entries in External Forms per Order Form Term. The number of Non-User Entries available to Customer each Order Form Term shall be equal to twice their total license costs in USD (after any credits or discounts) for that Order Form Term as specified in the applicable Order Form. Additional Non-User Entries may be purchased at the price set forth in the Optional Services Table in Schedule D or negotiated separately. Unused Non-User Entries will expire at the end of the Order Form Term and do not roll over. If Customer purchases additional licenses in the middle of their Order Form Term, they will be allotted additional Non-User Entries based on the cost of the additional licenses.

c. Once per year, VEOCI shall assess Customer’s use of External Forms. If it is found that the number of Non-User Entries in Customer External Forms exceeds Customer’s allotted number of Non-User Entries, then VEOCI may require customer to:

i. purchase additional Non-User Entries for the following Term; Comment by Patrick, Lori: Please provide rates/pricing for this? Comment by Johnson, Erin M: We will not be purchasing anything additional with contract at the moment

ii. purchase additional User Licenses for the following Term; or

iii. reduce their use of External Forms.

5. Use of Interfaces and APIs

a. Typically, customers integrate the Veoci Platform with their other applications using APIs. The license includes use of APIs in the Veoci Platform, and reasonable usage of APIs is included in VEOCI’s standard pricing. For certain use-cases, VEOCI may (i) set reasonable limits on API usage; and (ii) impose a reasonable fee for API usage that exceeds such limits. Any such limitations and fees will be set forth in the applicable Statement of Work. These limitations are in place because it is possible to use the Veoci Platform extensively via APIs without having to login.

6. Customer Responsibilities

a. Customer will provide VEOCI with the contact details for its Primary Contact on the Effective Date of this Agreement and will notify VEOCI of any changes as necessary on an ongoing basis. Customer is responsible for having the hardware and software adequate for use of the Service.

b. Customer is responsible for all activities that occur in, or are related to, User accounts and for Users’ compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) prevent unauthorized access to, or use of, the Service, and shall notify VEOCI promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws and regulations (“Laws”) in accessing and using the Service.

c. Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not:

i. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by this Agreement;

ii. send spam or otherwise duplicative or unsolicited messages in violation of applicable Laws;

iii. send or store infringing, obscene, threatening, or otherwise unlawful material that is harmful to children or violates third party privacy rights;

iv. interfere with or disrupt the integrity or performance of the Service or the data contained in the Veoci Platform;

v. use the Service to store or transmit any Viruses;

vi. attempt to gain unauthorized access to the Service or its related system or networks; or

vii. monitor the availability, performance or functionality of the Services, or access the Services for any other benchmarking or competitive purposes.

d. Customer is responsible for its compliance with all applicable data protection and privacy protection Laws. Customer represents to VEOCI that:

i. it will provide only that personal data that it is authorized to provide to VEOCI, and will do so lawfully in compliance with applicable Laws;

ii. VEOCI or its subcontractors may process such data for the purposes described in this Agreement; and

iii. VEOCI may disclose such data to its subcontractors for this purpose.

7. Fees and Payment Comment by Townsend, Keiah: What is the total not to exceed amount? Please include Comment by Johnson, Erin M: This contract is less than a year and will be $45,022.00 Comment by Patrick, Lori: Keiah - Where would you like the not to exceed amount input?

a. Customer will pay VEOCI the fees set forth in the Order Form for setup of User access to the Veoci Platform, use of the Service and any other services or products described therein.

b. A. Fiscal Non-Funding - The Agreement is not a general obligation of the COUNTY. It is understood that neither this Agreement nor any representation by any COUNTY employee or officer creates any obligation to appropriate or make monies available for the purpose of the Agreement beyond the fiscal year in which this Agreement is executed. No liability will be incurred by the COUNTY, or any department, beyond the monies budgeted and available for this purpose. In the event that sufficient budgeted funds are not available for a new fiscal period, COUNTY will notify the CONTRACTOR of such occurrence and the Agreement will terminate on the last day of the then-current fiscal period without penalty or expense to the COUNTY.

c. Invoices (if applicable) must be submitted to the billing address indicated below, or electronically as permitted by the COUNTY. Any invoiced payments will be made in accordance with the Local Government Prompt Payment Act, Florida Statutes § 218.70 et seq. The COUNTY will notify the CONTRACTOR in writing of a change in the billing address. Any invoices must reference a valid contract or purchase order number and must include reasonable detail and supporting documentation, as necessary, for a proper pre-audit and post-audit thereof, to comply with Florida Statues. When the Agreement is terminated, all amounts due will be pro-rated.

Invoices (if applicable) must be submitted to:

Clerk of the Circuit Court and Comptroller Attn: Finance Division / Accounts Payable PO Box 2438 Clearwater, Florida 33757 Phone: 727-464-8300 Email: ClerkFinanceDivisionFixedAssets@mypinellasclerk.org The CONTRACTOR will provide the COUNTY with a completed IRS Form W-9 upon execution of the Agreement.

d. Refunds - The CONTRACTOR will, without delay, provide a full refund to the COUNTY of any payments made, upon failure to timely and completely provide the Services for which the payments were made. At the end of the initial term, pricing may be adjusted based on mutual agreement of the Parties.

e. Taxes - The COUNTY is immune from taxation. The Florida State Sales Tax Exemption Number for Pinellas County is 85-8013287050C-7 and the Federal Excise Tax Exemption Number is 59-6000800. The COUNTY will have no liability for any sales, service, value added, use, excise, gross receipts, property, workers’ compensation, unemployment compensation, withholding or other taxes, whether levied upon CONTRACTOR or CONTRACTOR’s assets, or upon the COUNTY in connection with the Agreement. Payments to County aresubject to applicable Florida taxes, which will be the sole responsibility of CONTRACTOR.

f. Travel Expenses - No travel or per diem reimbursement expenses will be paid unless expressly authorized in the Agreement and approved by the COUNTY in writing in advance. All bills for any authorized travel expenses will be submitted and paid in accordance with the rates and procedures specified in Section 112.061, Florida Statutes, and in compliance with the COUNTY’s policy for travel expenses.

g.

h. Unless otherwise expressly provided, VEOCI’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value added, use or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder, excluding taxes based on VEOCI’s net income or property. If Customer is a tax-exempt entity, Customer shall provide VEOCI with a valid tax exemption certificate or other acceptable documentation proving tax-exempt status. In the absence of such documentation, Customer will be responsible for all applicable Taxes.

8. Customer Data

a. As between VEOCI and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is Confidential Information of Customer. Recovery of any Customer Data deleted by Customer shall be Customer’s responsibility.

b. Subject to VEOCI’s responsibilities set forth in Section 9, VEOCI will not be responsible for any unauthorized access to or alteration, theft or destruction of Customer Data through accident, fraudulent means or devices, or any other method. Comment by Townsend, Keiah: Is there any data back-up veoci provides? Department is this something we do internally? Comment by Johnson, Erin M: This system is back up on Veoci’s cloud

9. Confidentiality; Privacy

a. Audit The COUNTY reserves the right to conduct an audit of the CONTRACTOR’s records related to this Agreement and any Products or Services provided hereunder, pursuant to Pinellas County Code, Chapter 2. The CONTRACTOR must retain any such records for five (5) years following Contract completion and must provide the COUNTY or their authorized representatives complete access to such records for audit purposes during the term of the Agreement and for five (5) years following Agreement completion. This provision does not entitle COUNTY to audit any records that are not related to the Agreement.

b. Confidential Records & Information Each party will maintain as confidential any Confidential Records & Information, to the extent authorized by Federal and Florida law. Access to Confidential Records & Information will be limited by the Parties to only those employees or agents that must have access to comply with the terms of the Agreement.

c. Cooperation with the Inspector General CONTRACTOR will fully cooperate with the Pinellas County Clerk of the Circuit Court’s Inspector General in any investigation, audit, inspection, review, or hearing initiated by the Inspector General on behalf of the COUNTY that is associated with the administration or performance of the Agreement, including but not limited to providing timely access to records, authorizing interviews of CONTRACTOR agents or employees, and responding to requests for information. CONTRACTOR will include and enforce this requirement in any subcontractor agreement

d. Public Records CONTRACTOR acknowledges that information and data it manages in relation to the Agreement may be public records in accordance with Chapter 119, Florida Statutes.CONTRACTOR agrees that prior to providing Services it will implement policies and procedures to maintain, produce, secure, and retain public records in accordance with applicable laws and regulations, including but not limited to Section 119.0701, Florida Statutes. Notwithstanding any other provision of this Agreement relating to compensation, the CONTRACTOR agrees to charge the COUNTY, and/or any third parties requesting public records only such fees allowed by Section 119.07, Florida Statutes, and County policy for locating and producing public records during the term of this Agreement. A CONTRACTOR who fails to provide the public records to the public agency within a reasonable time may be subject to penalties under s. 119.10.Upon request from the COUNTY's custodian of public records, CONTRACTOR will provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.CONTRACTOR will ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the COUNTY.Upon completion of the contract, the CONTRACTOR will transfer to the COUNTY, at no cost, all public records in possession of the CONTRACTOR, or will keep and maintain public records as required by law. If the CONTRACTOR transfers all public records to the COUNTY upon completion of the contract, the CONTRACTOR will destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR will meet all applicable requirements for retaining public records. All records stored electronically must be provided to the COUNTY, upon request rom the COUNTY's custodian of public records, in a format that is compatible with the information technology systems of the COUNTY.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, ADMINISTRATIVE SERVICES, AT

(727) 464-3341, clerkinfo@mypinellasclerk.org

ATTN: PUBLIC RECORDS LIASON

315 COURT STREET, 4TH FLOOR, ROOM 400, CLEARWATER, FL 33756

The Parties acknowledge and agree that the statements and provisions in this Section are required by Florida Statutes to be included in certain contracts. The inclusion of these provisions will not be construed to imply that the CONTRACTOR has been delegated any governmental decision-making authority, governmental responsibility, or governmental function, or that CONTRACTOR is acting on behalf of the COUNTY as provided under section 119.011(2), Florida Statutes. As stated above, CONTRACTOR may contact the COUNTY with questions regarding the application of the Public Records Law; however, CONTRACTOR is advised to seek independent legal counsel as to its legal obligations.The COUNTY cannot provide CONTRACTOR advice regarding its legal rights or obligations.

e. Right to Ownership All work created, originated and/or prepared by CONTRACTOR in performing Services including documentation or improvements related thereto, to the extent that such work, products, documentation, materials or information are described in or required by the Services (collectively, the “Work Product”) will be COUNTY’s property when completed and accepted, if acceptance is required in this Agreement, and the COUNTY has made payment of the sums due therefore. The ideas, concepts, know. how or techniques developed during the course of this Agreement by the CONTRACTOR or jointly by CONTRACTOR and the COUNTY may be used by the COUNTY without obligation of notice or accounting to the CONTRACTOR. Any data, information or other materials furnished by the COUNTY for use by CONTRACTOR under this Agreement will remain the sole property of the COUNTY.

10. Proprietary Rights

a. VEOCI and its licensors (if any) shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Veoci Platform, the Service and to all VEOCI intellectual property and any enhancements, modifications or derivatives of any of the foregoing. Customer may not distribute, promote, or otherwise use any information or materials relating to the Veoci Platform or the Service for any external use without VEOCI’s prior written consent or as otherwise specifically permitted in this Agreement. No copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted under this Agreement is exchanged between the parties. Subject to Customer’s ownership of the Customer Data, VEOCI retains all rights to any related work product delivered under this Agreement and Customer acknowledges and agrees that it obtains no rights to such work product. Customer shall not: Comment by Townsend, Keiah: Department, any concerns? Is there anything the County may need to retain ownership of (or that we are having them build out for the County that we would need to own)? Comment by Johnson, Erin M: This is cloud based software, software licensing only.

i. modify, copy or create derivative works based on the Veoci Platform or the Service;

ii. frame or mirror any content forming part of the Veoci Platform or the Service, other than on Customer's own intranets or otherwise for its own internal business purposes in accordance with this Agreement;

iii. reverse engineer the Veoci Platform or the Service; or

iv. access or use the Veoci Platform or the Service to build a competitive product or service, or copy any ideas, features, functions or graphics of the Veoci Platform or the Service.

VEOCI shall own any and all rights to, and may use or incorporate into the Service, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service.

11. Warranty

a. Each party represents and warrants to the other that it has the power and authority to enter into and perform its obligations under this Agreement.

b. VEOCI represents and warrants to Customer that:

i. it owns or otherwise has sufficient rights in the Veoci Platform to grant to Customer the rights to access and use the Service granted in this Agreement; and

ii. it has taken commercially reasonable steps to test the Service for Viruses.

c. VEOCI DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE VEOCI PLATFORM WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE EXTENT PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED THIRD-PARTY WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY VEOCI AND VEOCI MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD-PARTY SOFTWARE THAT VEOCI MAY USE TO PROVIDE THE SERVICE OR CUSTOMER MAY USE TO ACCESS THE SERVICE.

d. Customer represents and warrants to VEOCI that:

i. Customer has the right to transmit to VEOCI, and receive from VEOCI, all data, material and records, including the Customer Data that Customer provides to VEOCI and that are required to enable VEOCI to perform the Service and any other of its obligations under this Agreement; and

ii. it will use reasonable commercial efforts to prevent the inclusion of Viruses while it and its Users access the Service.

12. Limitation of Liability Comment by Townsend, Keiah: Is there insurance associated with this agreement? Legal does not recommend limiting any liability, and as such I have stricken the language here. However if the department agrees to this language I recommend the cap aligns with any insurance requirements. Comment by Patrick, Lori: Insurance requirements were sent to the supplier. Waiting for their COI and RISK approval.

13. Insurance Requirements The following insurance requirements are included in this agreement:

1. INSURANCE

The Vendor shall obtain and maintain, and require any sub-contractors to obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth. For projects with a Completed operations exposure, Vendor shall maintain coverage and provide evidence of insurance for two (2) years beyond final acceptance. All insurance policies shall be from responsible companies duly authorized to do business in the State of Florida and have an AM Best rating of A- VIII or better.

Vendor shall provide certificate that is compliant with the insurance requirements. If the certificate received is compliant, no further action may be necessary. The Certificate(s) of Insurance shall be signed by authorized representatives of the insurance companies shown on the Certificate(s). The Certificate holder section shall indicate Pinellas County, a Political Subdivision of the State of Florida, 400 S Fort Harrison Ave, Clearwater, FL 33756. Pinellas County, a Political Subdivision of the State of Florida shall be named as an Additional Insured for General Liability. A Waiver of Subrogation for Workers Compensation shall be provided if Workers Compensation coverage is a requirement.

A. Approval by the County of any Certificate(s) of Insurance does not constitute verification by the County that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate(s) of Insurance is in compliance with the requirements of the Agreement. The County reserves the right to require a certified copy of the entire insurance policy, including endorsement(s), at any time during the contract period.

If any insurance provided pursuant to the Agreement expires or cancels prior to the completion of the work, you will be notified by CTrax, the authorized Vendor of Pinellas County. Upon notification, renewal certificate(s) of Insurance and endorsement(s) should be furnished to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org and to CTrax c/o MDi Data at PinellasSupport@jdidata.com by the Vendor or their agent prior to the expiration date.

1) The Vendor shall also notify the County within seventy-two (72) hours after receipt, of any notices of expiration, cancellation, nonrenewal or adverse material change in coverage received by said Vendor from its insurer. Notice shall be given by email to Pinellas County Risk Management at InsuranceCerts@pinellascounty.org. Nothing contained herein shall absolve Vendor of this requirement to provide notice.

2) Should the Vendor, at any time, not maintain the insurance coverages required herein, the County may terminate the Agreement.

B. If subcontracting is allowed under this RFP, the Vendor shall obtain and maintain, at all times during its performance of the Agreement, insurance of the types and in the amounts set forth; and require any subcontractors to obtain and maintain, at all times during its performance of the Agreement, insurance limits as it may apply to the portion of the Work performed by the subcontractor; but in no event will the insurance limits be less than $500,000 for Workers’ Compensation/Employers’ Liability, and $1,000,000 for General Liability and Auto Liability if required below. All subcontracts between the Vendor and its subcontractors shall be in writing and are subject to the County’s prior written approval. Further, all subcontracts shall:

1) Require each subcontractor to be bound to the Vendor to the same extent the Vendor is bound to the County by the terms of the Contract Documents, as those terms may apply to the portion of the Work to be performed by the subcontractor.

2) Provide for the assignment of the subcontracts from the Vendor to the County at the election of Owner upon termination of the Contract.

3) Provide that County will be an additional indemnified party of the subcontract; (4) provide that the County will be an additional insured on all insurance policies required to be provided by the subcontractor except workers compensation and professional liability.

4) Provide a waiver of subrogation in favor of the County.

5) Assign all warranties directly to the County.

6) Identify the County as an intended third-party beneficiary of the subcontract. The Vendor shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents to which the subcontractor will be bound by this Exhibit B and identify to the subcontractor any terms and conditions of the proposed subcontract which may be at variance with the Contract Documents.

C. Each insurance policy and/or certificate shall include the following terms and/or conditions:

1) The Named Insured on the Certificate of Insurance and insurance policy must match the entity’s name that responded to the solicitation and/or is signing the agreement with the County.

2) Companies issuing the insurance policy, or policies, shall have no recourse against County for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of Vendor.

3) The term "County" or "Pinellas County" shall include all Authorities, Boards, Bureaus, Commissions, Divisions, Departments and Constitutional offices of County and individual members, employees thereof in their official capacities, and/or while acting on behalf of Pinellas County.

4) All policies shall be written on a primary, non-contributory basis.

The minimum insurance requirements and limits for this Agreement, which shall remain in effect throughout its duration and for two (2) years beyond final acceptance for projects with a Completed Operations exposure, are as follows:

1. Commercial General Liability Insurance including, but not limited to, Independent Vendor, Contractual Liability Premises/Operations, Products/Completed Operations, and Personal Injury.

Limits

Combined Single Limit Per Occurrence Products/Completed Operations Aggregate Personal Injury and Advertising Injury General Aggregate $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 2,000,000

1. Cyber Risk Liability (Network Security/Privacy Liability) Insurance including cloud computing and mobile devices, for protection of private or confidential information whether electronic or non- electronic, network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction, implantation or spread of malicious software code, security breach, unauthorized access and use; including regulatory action expenses; and notification and credit monitoring expenses with at least minimum limits as follows:

Limits

Each Occurrence General Aggregate $ 1,000,000 $ 1,000,000

For acceptance of Cyber Risk Liability coverage included within another policy required herein, a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Cyber Risk Liability and other coverage combined.

1. Professional Liability (Technology Errors and Omissions) Insurance with at least minimum limits as follows. If “claims made” coverage is provided, “tail coverage” extending three (3) years beyond completion and acceptance of the project with proof of “tail coverage” to be submitted with the invoice for final payment. In lieu of “tail coverage”, Proposer may submit annually to the County, for a three (3) year period, a current certificate of insurance providing “claims made” insurance with prior acts coverage in force with a retroactive date no later than commencement date of this contract.

Limits

General Aggregate $ 1,000,000

For acceptance of Professional Liability coverage included within another policy required herein, a statement notifying the certificate holder must be included on the certificate of insurance and the total amount of said coverage per occurrence must be greater than or equal to the amount of Professional Liability and other coverage combined.

14. Indemnification

a. VEOCI agrees to defend and indemnify Customer from and against, or at its option settle, any third- party claims (each a “Claim”) that the Service or the Veoci Platform alone, and not in combination with any other product or program, infringes any third-party intellectual property rights. VEOCI may, at its option and at its own cost, procure for Customer the right to continue to use the Service; repair, modify or replace the Service or Veoci Platform so that it is no longer infringing; or provide a pro rata refund of the fees paid based on the then-current term. VEOCI shall have no liability under this Section if the allegation of infringement is a result of:

i. a modification of the Veoci Platform by anyone other than VEOCI,

ii. the Customer or any User not using the Service in accordance with the User Guide,

iii. or a work product that was produced at Customer’s specific direction.

THE FOREGOING STATES VEOCI’S ENTIRE LIABILITY AND OBLIGATIONS REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE REMEDY AVAILABLE TO CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS.

a. The indemnification obligation is contingent upon:

i. the indemnified party providing prompt notice to the indemnifying party of any such Claim and assistance in its defense;

ii. the indemnifying party’s sole right to control the defense or settlement of any such Claim, except that any settlement requiring a payment or admission of liability on the part of the indemnified party is subject to the indemnified party’s prior approval, not to be unreasonably withheld or delayed; and

iii. that the indemnified party shall not take any action or omit to take action that hinders the defense or settlement process, as reasonably directed by the indemnifying party.

15. Term and Termination of Agreement and Order Form

a. This Agreement shall enter into effect on the Effective Date and shall continue until terminated in accordance with below. Notwithstanding (b) and (c) below, the terms of this Agreement shall continue to apply to any surviving Order Form for the duration of such Order Form Term.

b. As stated above, any Order Form shall start on the Term Start Date and end on the Term End Date. Such Order Form Term may only be renewed by purchase order, executed Agreement or other written agreement between the Parties.

c. Either party shall have the right to terminate this Agreement and/or any Order Form:

i. upon thirty (30) days written notice to the other party of a material breach of the terms of the Order Form and/or Agreement, and such breach remains uncured at the expiration of such period after which written notice is given to the breaching party;

ii. subject to any applicable mandatory Law, if a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party; or

iii. upon the Customer exercising its right to terminate this Agreement and/or any Order Form for any reason in its sole discretion by giving a sixty (60) day written notice to VEOCI at any time during the Order Form Term. Comment by Townsend, Keiah: Does department agree to a 60 day notice? County’s standard language is 30 Comment by Johnson, Erin M: The department agrees to the 60 day notice

d. If Customer gives VEOCI a notice of termination as described in this section, VEOCI will cease to perform the Services at the end of the Order Form Term using reasonable care in concluding its Provision of Services. Upon termination of the Order Form, however caused, Customer shall:

i. Pay to VEOCI all outstanding invoices and sums owed which have accrued up to the date of termination;

ii. at VEOCI’s option, either return to VEOCI or destroy all confidential information which it has obtained from VEOCI, subject to the public records law requirements as set forth in Schedule A General Subscription Terms and Conditions – Section 1 Definitions - Subsection a and

iii. have no claims for damages or compensation for loss of goodwill or like thereof against VEOCI

iv. have no claims for the return any payment made prior to the time of termination

16. Choice of Law This Agreement and any associated purchases will be governed by and construed in accordance with the laws of the State of Florida (without regard to principles of conflicts of laws). The Parties agree that all actions or proceedings arising in connection with this Agreement will be tried and litigated exclusively in the appropriate court located in or for Pinellas County, Florida. This choice of venue is mandatory. Each Party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this section.The Agreement shall be construed and governed in accordance with the laws of the State of Connecticut (excluding its conflict of laws provisions), unless Customer is a municipality or other government organization in the United States in which case Customer’s local jurisdiction will apply. Comment by Patrick, Lori: Keiah another buyer suggested I delete this, please confirm.

17. Miscellaneous

a. COMPLIANCE WITH APPLICABLE LAWS

i. Compliance with Laws, Generally The CONTRACTOR will comply with all laws, rules, codes, ordinances, and licensing requirements that are applicable to the conduct of its business and all Products and Services furnished, including those of Federal, State, and local agencies having jurisdiction and authority. Violation of such laws may be grounds for immediate contract termination.B.

ii.Convicted Vendors The CONTRACTOR warrants that neither it nor any affiliate is currently on the convicted Vendor list maintained pursuant to section 287.133 of the Florida Statutes, or on any similar list maintained by any other state or the federal government. The CONTRACTOR will immediately notify the COUNTY in writing if its ability to perform is compromised in any manner during the term of the Agreement.

iii. Discrimination & Discriminatory Vendors In the performance of the Services, the CONTRACTOR agrees not to discriminate against any employee or applicant for employment on grounds of race, creed, color, religion, gender, sexual orientation, gender-related identity, age, national origin, or disability.As required by Section 287.134, Florida Statutes, an entity or affiliate that has been placed on the discriminatory CONTRACTOR list may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals or replies on leases of real property to a public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity.

iiii. Public Entities Crimes CONTRACTOR is directed to the Florida Public Entities Crime Act, Section 287.133, Florida Statutes, as well as Florida Statute 287.135 regarding Scrutinized Companies, and represents to COUNTY that CONTRACTOR is qualified to transact business with public entities in Florida, and to enter into and fully perform this Agreement subject to the provisions stated therein. Failure to comply with any of the above provisions will be considered a material breach of the Agreement.

b. E-Verify

i. CONTRACTOR and any subcontractor(s) must register with and use the E-verify system in accordance with Florida Statutes Section 448.095. A contractor and subcontractor may not enter into a contract with the COUNTY unless each party registers with and uses the E-verify system If a contractor enters a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The contractor must maintain a copy of the affidavit for the duration of the contract. If the COUNTY, CONTRACTOR, or Subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statutes Section 448.09(1) will immediately terminate the contract with the person or entity. If the COUNTY has a good faith belief that a Subcontractor knowingly violated this provision, but the CONTRACTOR otherwise complied with this provision, the COUNTY will notify the CONTRACTOR and order that the CONTRACTOR immediately terminate the contract with the Subcontractor. A contract terminated under the provisions of this section is not a breach of contract and may not considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. CONTRACTOR acknowledges upon termination of this agreement by the COUNTY for violation of this section by CONTRACTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year. CONTRACTOR acknowledges that CONTRACTOR is liable for any additional costs incurred by the COUNTY as a result of termination of any contract for a violation of this section. CONTRACTOR or Subcontractor will insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. CONTRACTOR will be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section.

c. EXHIBITS:

•EXHIBIT A: PAYMENT/INVOICES

•EXHIBIT B: DISPUTE RESOLUTION FOR PINELLAS COUNTY BOARD OF COUNTY COMMISSIONERS IN MATTERS OF INVOICE PAYMENTS

d. Customer may not assign this Agreement, the use of the Service or any other of its rights and obligations under this Agreement without VEOCI’s prior written consent. This Agreement shall be binding on the parties and their respective successors and assigns. VEOCI shall have the unrestricted right to

i. assign all of its rights and obligations under this Agreement; and

ii. subcontract all or part of its performance under this Agreement.

e. If the performance of the Services involves onsite meetings, trainings, or other events that require VEOCI personnel to travel to the Customer’s facilities, both parties agree that all travel dates and locations must be mutually agreed upon in writing by both VEOCI and Customer.

f. Customer shall not export or use the Service in violation of applicable Laws.

g. The Services, other technology that VEOCI makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions.