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HomeMy WebLinkAboutContract 63688CSC No. 63688 FORT WORTH® CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City"), a Texas home rule municipality, and Veoci Inc. ("Vendor"), a Delaware corporation. City and Vendor are each individually referred to herein as a "parry" and collectively referred to as the "parties." The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — BuyBoard Cooperative Contract No. 692-23; 3. Exhibit B — Veoci Quote No. Q-20250530Fo563348; 4. Exhibit C — Veoci Master Services Agreement 5. Exhibit D — Conflict of Interest Questionnaire; and 6. Exhibit E — Network Access Agreement. The Exhibits referenced above, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor, upon the satisfactory completion of a trial period as determined by the City, and at the City's request, agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. If any provisions of the attached documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. City shall pay Vendor in accordance with the Vendor quote in Exhibit B and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Assistant City Manager below ("Effective Date") and ending on March 31, 2026. City shall be able to renew this agreement for four (4) one-year options by written agreement of the parties. The term of this Agreement shall not extend beyond the term of BuyBoard 629-23, attached hereto as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar cooperative agreement ("Successor Contract") from Vendor and BuyBoard and the parties agree in writing to incorporate such extension, renewal, or use of Successor Contract into this Agreement. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, OFFICIAL RECORD Cooperative Purchase Agreement CITY SECRETARY Page 1 of 14 FT. WORTH, TX documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other parry, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: Imi e)0ll• 1IT/;1►1Bill :3 City of Fort Worth Veoci Inc. Attn: City Manager's Office Attn: Legal Department 100 Fort Worth Trail 195 Church Street, 141h Floor Fort Worth, TX 76102 New Haven, CT 06510 With copy to Fort Worth City Attorney's Office at same address IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Cooperative Purchase Agreement Page 2 of 14 Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification Cooperative Purchase Agreement Page 3 of 14 to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full- time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas. [Signature Page Follows] Cooperative Purchase Agreement Page 4 of 14 The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Dianna (Jul 21, 202509:23 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 07/21/2025 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions ATTEST: By: Name: Jannette S. Goodall Title: City Secretary VENDOR: VEOCI INC. CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Tete '?&M By: Pete Rizzo (Jul 15, 2025 10:03 CDT) Name: Pete Rizzo Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: M. Kevin Anders, 11 o'Oa4OR �n>i F........ a B M. Kevin Anders, II (Ju(21, 2025 08:19 CDT) Y ° °'9a;°od Name: M. Kevin Anders, II _ dPpP Title: Assistant City Attorney �� nEX4g�q�e° CONTRACT AUTHORIZATION: M&C: N/A Approval Date: N/A Form 1295: N/A Name: _Christophe Ford Title: VP of Sales & Partnerships Date: 7/3/2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A BuyBoard Cooperative Contract No. 692-23 (ATTACHED) Cooperative Purchase Agreement — Exhibit A Page 6 of 14 Vendor VEOCI Inc. Contact Brigitte Girard Phone 203-782-5944 Phone Extension 532 Email finance@veoci.com Vendor Website https:Hveoci.com TIN 82-3976601 Address Line 1 195 Church Street, 14th Floor Vendor City New Haven Vendor Zip 06510 Vendor State CT Vendor Country USA Delivery Days 10 Freight Terms FOB Destination Payment Terms Net 30. Shipping Terms Freight prepaid by vendor and added to invoice Ship Via Other Designated Dealer No EDGAR Received Yes Service -disabled Veteran Owned No Minority Owned Yes Women Owned No Certifying Agency State of Connecticut, Department of Administrative Services Supplier Diversity Program National No No Foreign Terrorist Orgs Yes No Israel Boycott Yes MWBE Yes ESCs All Texas Regions States All States Contract Name Software as a Service (SaaS), Cybersecurity Assessments and Related Products and Services Contract No. 692-23 Effective 04/01/2023 Expiration 03/31/2026 Accepts RFQs Yes 6/2/2025 8:54 AM P.O. Box 400, Austin, Texas 78767 800.695.2919 • info@buyboard.com • buyboard.com February 7, 2023 Sent Via Email: mark.demski@veoci.com Mark Demski VEOCI Inc. 195 Church Street, 14th Floor New Haven, CT 06510 Welcome to BuyBoard! Re: Notice of The Local Government Purchasing Cooperative ContractAward; Proposal Invitation No. 692- 23, Software as a Service (SaaS) Products, Cybersecurity Assessments and Related Services Congratulations, The Local Government Purchasing Cooperative (Cooperative) has awarded your company a BuyBoard@ contract based on the above -referenced Proposal Invitation. The contract is effective for an initial one-year term of April 1, 2023, through March 31, 2024, and may be subject to two possible one- year renewals. Please refer to the Proposal Invitation for the contract documents, including the General Terms and Conditions of the Contract. To review the items your company has been awarded, please review Proposal Tabulation No. 692-23 at: www.buyboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions. The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative's administrator, you are not authorized to process a purchase order received directly from a Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a Cooperative member that you have reason to believe has not been received by the Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by email to info@buyboard.com. A list of Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with the resources available and to provide any support you may need as an awarded BuyBoard vendor. On behalf of the Cooperative, we appreciate your interest in the Cooperative and we are looking forward to your participation in the program. If you have any questions, feel free contact me at 800-695-2919. Sincerely, Ava Benford, Cooperative Procurement Manager Texas Association of School Boards, Inc., Administrator for The Local Government Purchasing Cooperative v.02.01.2021 Endorsed by A TASAV TML �Q ? February 7, 2023 Sent Via Email: mark.demski@veoci.com Mark Demski VEOCI Inc. 195 Church Street, 14th Floor New Haven, CT 06510 Welcome to BuyBoard! Re: Notice of National Purchasing Cooperative Award; Proposal Invitation No. 692-23, Software as a Service (SaaS) Products, Cybersecurity Assessments and Related Services Congratulations, The National Purchasing Cooperative (National Cooperative) has awarded your company a BuyBoard® contract based on the above -referenced Proposal Invitation. The contract is effective for an initial one-year term of April 1, 2023, through March 31, 2024, and may be subject to two possible one-year renewals. Please refer to the Proposal Invitation for the contract documents, including the National Purchasing Cooperative Vendor Award Agreement and General Terms and Conditions of the Contract. To review the items your company has been awarded, please review Proposal Tabulation No. 692-23 at www.buvboard.com/vendor. Only items marked as awarded to your company are included in this contract award, and only those awarded items may be sold through the BuyBoard contract. All sales must comply with the contract terms and must be at or below the awarded pricing as set forth in the General Terms and Conditions. The contract will be posted on the BuyBoard website as an online electronic catalog(s). You are reminded that, in accordance with the General Terms and Conditions, all purchase orders from National Cooperative members must be processed through the BuyBoard. Except as expressly authorized in writing by the Cooperative's administrator, you are not authorized to process a purchase order received directly from a National Cooperative member that has not been processed through the BuyBoard or provided to the Cooperative. If you receive a purchase order directly from a National Cooperative member that you have reason to believe has not been received by the National Cooperative or processed through the BuyBoard, you must promptly forward a copy of the purchase order by e-mail to info@buyboard.com A list of National Cooperative members is available on the buyboard.com website. The BuyBoard vendor relations staff will be contacting you to assist with resources available and provide any support you may need as an awarded BuyBoard vendor. On behalf of the National Cooperative, we are looking forward to your participation in the program. If you have any questions, feel free to contact me at 800-695-2919. Sincerely, . ,� � Ava Benford, Cooperative Procurement Manager, Texas Association of School Boards, Inc., Procurement Administrator for the National Purchasing Cooperative v.02.01.2021 �xas 78767-0400 a • buyboard.com OLT FBoard° PURCHASING COOPERA TiV€ 12007 Research Boulevard ' Austin, Texas 78759-2439 ' PH: 800-695-2919 ' buvboard.com PROPOSER'S ACCEPTANCE AND AGREEMENT Proposal Invitation Name: Software as a Service Proposal Due Date/ODenina Date and Time: (SaaS), Cybersecurity Assessments, and Related September 29, 2022, at 4:00 PM Products and Services Proposal Invitation Number: 692-23 Contract Term: April 1, 2023, through March 31, 2024, with two possible one-year renewals. Location of Proposal ODeninq: Texas Association of School Boards, Inc. BuyBoard Department 12007 Research Blvd. Austin, TX 78759 Anticipated Cooperative Board Meetina Date: February 2023 By signature below, the undersigned acknowledges and agrees that you are authorized to submit this Proposal, including making all acknowledgements, consents, and certifications herein, on behalf of Proposer and, to the best of your knowledge, the information provided is true, accurate, and complete. Veoci Inc. Name of Proposing Company 195, Church Street, 14th Floor Street Address New Haven, CT 06510 City, State, Zip 203-782-5944 ext. 534 Telephone Number of Authorized Company Official 1041_1 09.29.2022 Date Signature of Authorized Company Official Kenneth Moon Printed Name of Authorized Company Official VP Marketing and Co -Founder Position or Title of Authorized Company Official 82-3976701 Fax Number of Authorized Company Official Federal ID Number Page 11 of 75 Proposal Forms COMM/SVCS v.08.11.2021 EXHIBIT B Veoci Quote No. Q-20250530Fo563348 Pricing to be finalized after satisfactory completion of a trial period. (ATTACHED) Cooperative Purchase Agreement — Exhibit B Page 7 of 14 4or veod Veoci Quote For Fort Worth City - TX Date: 2025-Jun-01 Quote Number: Q 20250530Fo563348 Term: 2025-Aug-01 - 2026-Jul-31 Expiration of Quote: 2025-Jul-31 Prepared By: Mark Demski I mark.demski@veoci.com This document has been reviewed By: Chris Ford, VP of Sales & Partnerships This is a preliminary estimate of fees in exchange for the Services described below. The configuration or fees could change as we better understand your requirements and environment. To acquire the rights to the Services, the provisions of the Master Services Agreement (MSA) and Order Form need to be reviewed, agreed upon, and executed. The MSA includes the Veoci Subscription Terms and Conditions, Service Level Agreement, and Support Agreement. These documents will be provided for review upon request. Also required for final MSA execution is a Statement of Work that would be mutually created to specify requirements, deliverables, and the implementation process. QTY I DESCRIPTION ANNUAL SUBSCRIPTION 150 Veoci Standard Access Licenses $44,888.00 Included Hosting on Amazon Web Services $0.00 Included Updates & Maintenance of Veoci Platform $0.00 Included Support of Veoci Platform $0.00 90,000 Non -User Form Entries (External Forms) $0.00 Total - Annual $44,888.00 Services Quote No. Q-20250530Fo563348 www.veoci.com I mark.demski@veoci.com 1 +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Page 1 of 2 QTY DESCRIPTION 1 Veoci EM Core Implementation for Cities per SOW and BuyBoard Pricing 1 AIM (Asset Inventory Management) per SOW and BuyBoard Pricing 1 Veoci COOP Implementation per SOW and BuyBoard Pricing 1 Contact or Member List Integration Configuration and Maintenance 1 Single Sign -On (SSO) (SAML based) 80 Standard Consultation/Professional Services (Per Hour) per BuyBoard Pricing 4 Admin Training 1 Organization Branding 5 One -Time: Travel & Living (Without Transportation) 1,000 Airfare/Other Transportation for On -site Training 1 Customized Onsite Implementation- 5 days on site Total - One -Time DESCRIPTION Discount towards Admin Training, Branding, Travel and Per Diem and Professional Service Hours Sales Tax (at 0.00000%)* Total - First Year ONE-TIME FEE $5,940.00 $14,940.00 $16,200.00 $950.00t $950.00t $14,400.00 $3,800.00 $1,500.00 $1,500.00 $1,000.00 $7,200.00 $68,380.00 AMOUNT $13,275.00 $0.00 $99,993.00 * Plus, Applicable Sales Tax tAll Integrations have a recurring maintenance fee of $1,250 per implementation, unless otherwise noted, since interfaces are subject to change by the application owner and often require configuration updates to maintain quality, data access and integrity. NOTES: The pricing provided follows BuyBoard Cooperative Purchasing pricing. The solutions pricing is an estimate and will be confirmed after a formal scoping process. Services Quote No. Q-20250530Fo563348 www.veoci.com I mark. demski(aveoci.com 1 +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Page 2 of 2 4or veod Veoci Quote For Fort Worth City - TX Date: 2025-May-30 Quote Number: Q-20250530Fo563348 Term: 2025-Aug-01 - 2026-Jul-31 Expiration of Quote: 2025-Jul-31 Prepared By: Mark Demski I mark.demski@veoci.com This document has been reviewed By: Chris Ford, VP of Sales & Partnerships This is a preliminary estimate of fees in exchange for the Services described below. The configuration or fees could change as we better understand your requirements and environment. To acquire the rights to the Services, the provisions of the Master Services Agreement (MSA) and Order Form need to be reviewed, agreed upon, and executed. The MSA includes the Veoci Subscription Terms and Conditions, Service Level Agreement, and Support Agreement. These documents will be provided for review upon request. Also required for final MSA execution is a Statement of Work that would be mutually created to specify requirements, deliverables, and the implementation process. QTY I DESCRIPTION ANNUAL SUBSCRIPTION 150 Veoci Standard Access Licenses $44,888.00 Included Hosting on Amazon Web Services $0.00 Included Updates & Maintenance of Veoci Platform $0.00 Included Support of Veoci Platform $0.00 90,000 Non -User Form Entries (External Forms) $0.00 Total - Annual $44,888.00 Services Quote No. Q-20250530Fo563348 www.veoci.com I mark.demski@veoci.com 1 +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Page 1 of 2 QTY DESCRIPTION 1 Veoci EM Core Implementation for Cities per SOW and BuyBoard Pricing 1 AIM (Asset Inventory Management) per SOW and BuyBoard Pricing 1 Veoci COOP Implementation per SOW and BuyBoard Pricing 1 Contact or Member List Integration Configuration and Maintenance 1 Single Sign -On (SSO) (SAML based) 80 Standard Consultation/Professional Services (Per Hour) per BuyBoard Pricing 4 Admin Training 1 Organization Branding 5 One -Time: Travel & Living (Without Transportation) 1,000 Airfare/Other Transportation for On -site Training 1 Customized Onsite Implementation- 5 days on site Total - One -Time DESCRIPTION Discount towards Admin Training, Branding and Professional Service Hours Sales Tax (at 0.00000%)* Total - First Year ONE-TIME FEE $5,940.00 $14,940.00 $16,200.00 $950.00t $950.00t $14,400.00 $3,800.00 $1,500.00 $1,500.00 $1,000.00 $7,200.00 $68,380.00 AMOUNT $12,200.00 $0.00 $101,068.00 * Plus, Applicable Sales Tax tAll Integrations have a recurring maintenance fee of $1,250 per implementation, unless otherwise noted, since interfaces are subject to change by the application owner and often require configuration updates to maintain quality, data access and integrity. NOTES: The pricing provided follows BuyBoard Cooperative Purchasing pricing The solutions pricing is an estimate and will be confirmed after a formal scoping process. The travel and per diem will be true and actual costs Services Quote No. Q-20250530Fo563348 www.veoci.com I mark. demski(aveoci.com 1 +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Page 2 of 2 EXHIBIT C Veoci Master Services Agreement MSA to be finalized after satisfactory completion of a trial period. (ATTACHED) Cooperative Purchase Agreement — Exhibit C Page 8 of 14 Veoci Master Services Agreement for [Company Name] Prepared for: [Full Name of Contact] Prepared by: [Name of Salesperson] Date: [Today's Date] MSA number: GWS77xxxx (Get next consecutive number from Opportunity Stage 6: under Basic Details which is a combination of letters and numbers) TIPS number: 220105 (ONLY use this line item if the client is definitely using TIPS as part of the contract. Filling this value in has financial implications for Veoci.) veoci Month Day, YYYY [Full Name of Contact] [Company Name] [Department] [Street Address] [City, State, Zip] Dear [Mr./Ms./Dr. Contact's Last Name]: Veoci Inc. ("VEOCI") is pleased to offer [Company Name] (the "Customer") this Master Services Agreement and schedules (this "Agreement") for the use of VEOCI's Veoci software and the services described in the relevant order form ("Order Form"), which is attached as Schedule D. 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 http://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. [Company Name] — please use bold font Executed By its Authorized Representative Executed by its Authorized Representative Signature: Signature: Print Name: Christopher Ford Print Name: Title: VP of Sales & Partnerships Title: Date: Date: Pa OF Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci Aqreement Structure, Order Form and Orderinq. 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. Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 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). "Confidential Information" means any information, maintained in confidence by the disclosing party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and any information that by its form, nature, content, or mode of transmission, a reasonable recipient would understand to be confidential or proprietary. Notwithstanding anything to the contrary, the Veoci Platform and related documentation and the Service are Confidential Information of VEOCI. "Customer" means any customer who is party to an Order Form, contract, or agreement for Veoci SaaS with VEOCI. "Customer Data" means all electronic data or information provided by Customer to the Service. "Effective Date" means the date on which the Customer has signed this Agreement. "Non -Users" means any individuals/persons who are not "Users" as defined below "Order Form" means the order form for Service entered between VEOCI and Customer, including any exhibits or schedules thereto. "Order Form Term" means the annual subscription period for the Services from the "Term Start Date" to the "Term End Date", as set out in an Order Form. "Primary Contact" means Customer's primary technical contact with VEOCI in -connection -with the Service. "Service" means VEOCI's provision of the Veoci Platform for access and use by Customer via http://veoci.com, as well as any additional professional services relating to its use as are set forth in the applicable Order Form. "Solution" means the configuration of the Veoci Platform features based on the specifications set forth in an applicable SOW. "Term End Date" for an Order Form, means the date specified as the "Term End Date" in that Order Form. "Term Start Date" for an Order Form, means the date specified as the "Term Start Date" in that Order Form. "User Guide" means the online Veoci Platform user manuals for the Service accessible via http://veoci.com, as updated by VEOCI. "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. "VEOCI" means Veoci, Inc. "Veoci Platform" means VEOCI's software -as -a -service platform (SaaS) for digital business processes. "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 4 PF Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 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 httDs://suDDort.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 agreement 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. (e) 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. 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. low Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 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(b). (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; (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 ae 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. Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci (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. (e) Customer shall not access the Services, and VEOCI may immediately terminate this Agreement, if VEOCI determines, in its reasonable discretion, that Customer is a competitor of VEOCI. 7. Fees and Payment (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) All payments are due within thirty (30) days from date of invoice. If Customer's account is thirty (30) days or more overdue, VEOCI may: (i) recover one and a half percent (1.5%) interest per month; (ii) suspend the Service upon at least two (2) business days' notice to Customer without liability until any such amounts are paid in full; and (iii) exercise any of its other rights or remedies. (c) (c) 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. (d) [The fees and pricing agreed upon between the Customer and VEOCI in the Order Form(s) assume that the Customer's labor force will remain substantially the same size during the term of this Agreement. Therefore, if (i) Customer's labor force experiences a material increase after the effective date of this Agreement, whether by acquisition, merger, consolidation, organic growth by hiring, or otherwise, and such Customer has purchased an unlimited User Service, VEOCI may at its option terminate such Agreement and may offer the Service to the Customer on a per user basis at the rate indicated in the Veoci Platform price list at that time.] [REMOVE UNLESS FOR AGREEMENT WITH UNLIMITED SEATS] Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 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. 9. Confidentiality; Privacy (a) In the course of performance under this Agreement, one party (the "Disclosing Party") may disclose, deliver or permit access by the other party (the "Receiving Party") to its Confidential Information. The Receiving Party shall hold the Disclosing Party's Confidential Information in strictest confidence and shall not disclose or provide such Confidential Information to any third party except as expressly provided in this Section. The Receiving Party shall not make any use of the Confidential Information except such limited uses as are required or permitted under this Agreement, shall cause its employees, agents, financial advisors, attorneys, and Users to maintain such Confidential Information in complete confidence, and shall disseminate such Confidential Information only on a need -to -know basis. Upon expiration or termination of this Agreement, or at any time upon the Disclosing Party's request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all of the Disclosing Party's Confidential Information, and all copies of and other materials containing such Confidential Information. The Receiving Party shall have no obligation under this Section 9 with respect to any Confidential Information that the Receiving Party can demonstrate by reasonable written evidence: (i) was already known to it at the time of its receipt without restriction on its disclosure; (ii) is or becomes generally available to the public other than by breach of this Agreement; (iii) is independently obtained from a third party whose disclosure to the Receiving Party does not violate a duty of confidentiality; (iv) is independently developed without use or reference to any of the Disclosing Party's Confidential Information. If the Receiving Party is required by a court or other body of competent jurisdiction to disclose the Confidential Information, the Receiving Party may disclose only so much Confidential Information as is legally required, and the Receiving Party will promptly notify such compelled disclosure to the Disclosing Party if permitted by Law to do so. In addition, Customer shall not, without the prior written consent of VEOCI, disclose publicly or to any third party (excluding employees of Customer with a need to know), the terms and conditions of this Agreement or any Order Form or any related negotiations between the parties, except to the extent required by law. (b) In the event of a breach of this Section 9, the Disclosing Party may not have an adequate remedy at Law. The Disclosing Party may seek temporary and/or permanent injunctions, specific performance or any other form of equitable relief. For the Veoci Platform, the Service and any other trade secrets, the obligations of this Section 9 shall continue for so long as the information remains a trade secret, and for all other Confidential Information, the obligations shall extend for five (5) years from the expiration or termination of this Agreement. 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 8 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 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: (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 (a) Except for death or personal injury and VEOCI's indemnity obligations in Section 13, VEOCI's liability for direct damages, loss or liability for any cause, and regardless of the form of action will be limited to the total amount of fees payable by Customer under this Agreement over the six (6) months prior to the date that the action arose. (b) THE REMEDIES PROVIDED IN THE AGREEMENT TO CUSTOMER ARE THE CUSTOMER'S EXCLUSIVE REMEDIES. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION 13, IN NO EVENT SHALL VEOCI BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, low Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED. 13. 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. (b) Customer, to the extent permitted by law, agrees to defend and indemnify VEOCI from and against, or at its option settle, all Claims made or brought against VEOCI: (i) arising out of Customer's use of the Service; (ii) alleging that the Customer Data, Customer's materials or records, or Customer's use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; or (iii) alleging that VEOCI's use of the Customer Data as contemplated in this Agreement is not authorized. (c) A party's 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. 14. 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. [IF THIS IS A TIPS CONTRACT, USE THE FOLLOWING LANGUAGE AND DELETE THE REST OF (B): Such Order Form Term may only be renewed by purchase order, executed Agreement or other written agreement between the Parties.] [IF THIS IS NOT A TIPS CONTRACT, DELETE THE PREVIOUS SENTENCE AND USE THE FOLLOWING: Such Order Form Term will automatically renew for additional periods equal to the expiring Order Form Term or one year (whichever is shorter) unless either party gives the other notice of non -renewal at least sixty days before the end of the 10 low Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci relevant Order Form Term. The pricing during any automatic renewal will be the same as that during the immediately prior Order Form Term unless VEOCI gives Customer a written notice of a price increase at least sixty (60) days before the end of the prior Order Form Term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase shall not exceed seven percent (7%) of the pricing for the prior year unless the pricing in the prior year was designated as promotional or special rate.] (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. (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 end of the current term at the time of termination; (ii) at VEOCI's option, either return to VEOCI or destroy all confidential information which it has obtained from VEOCI, 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 15. Waiver of Jury Trial and Choice of Law (a) THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS AGREEMENT. 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. 16. Miscellaneous (a) 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. (b) Customer authorizes VEOCI to display Customer's name and logo in non-public presentations to prospective clients and also on its website, Veoci.com, to identify Customer as a user of the Veoci Platform. VEOCI shall not use the Customer's name and logo or any other identifying marks in any other way without Customer's prior written approval. (c) 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. (d) Customer shall not export or use the Service in violation of applicable Laws. 11 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci (e) 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. Customer represents that it is not named on any U.S. government denied -party list. Customer shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. (f) Neither party is an agent or contractor of the other, and this Agreement does not confer or delegate upon a party any discretionary authority or control on behalf of the other party. (g) Each party shall be excused from performance of its obligations under this Agreement for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by circumstances beyond its reasonable control, including an act of God, severe weather, hurricane, earthquake, flood, war, civil disturbance or civil commotion, terrorism, court order, or any other cause over which such party does not have control, including internet or communication problems (including an internet service provider's or hosting facility's failures or delays involving hardware, software or power systems not within VEOCI's possession or reasonable control), third -party hardware or software errors, Viruses or similar harmful programs or data, or unauthorized access or theft (any of the foregoing, a "Force Majeure Event"). (h) This Agreement supersedes all other prior or contemporaneous agreements, letters, offers, quotations, proposals, purchase orders, representations and other understandings, whether oral or written, on the subject matter of this Agreement and, along with any executed Order Form(s), contains the entire agreement between the parties. No alteration or modification of this Agreement or Order Form will be valid unless made in a writing signed by the parties. (i) There shall be no third -party beneficiaries to this Agreement. (j) All notices required or permitted under this Agreement hereunder shall be delivered to the other party either personally, or by telefax, email, certified or registered mail (return receipt requested), or overnight courier. If delivered personally, notice shall be effective when delivered; if delivered by telefax or email, notice shall be effective upon electronic confirmation; and if delivered by mail or overnight courier, notice shall be effective upon confirmation of delivery. (k) The section headings in this Agreement are for informational purposes only and shall not affect the interpretation of any provision of this Agreement. When used in this Agreement, "including" and word(s) of similar import mean "including without limitation." (1) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, it shall be deemed severed from this Agreement and shall not affect in any respect the remainder of this Agreement. (m) The sections entitled "Warranty," "Limitation of Liability," "Customer Data," "Fees and Payment," " Indemnification," "Confidentiality; Privacy," "Proprietary Rights" and Customer's obligation to pay any outstanding fees due shall survive expiration or termination of this Agreement. 12 OF Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci SCHEDULE B. Service Level Agreement Capitalized terms that are not otherwise defined in this Schedule B shall have the meaning set forth in the Subscription Terms and Conditions. 1. Introduction The measurements and service levels set forth in this Schedule B are designed to provide an objective measurement of VEOCI's performance of the Service (each an "SLA"; collectively, "SLAs"). The SLAs may be reviewed and adjusted as mutually agreed upon in writing by the parties. 2. Reporting VEOCI agrees to provide to Customer, upon receipt of a written request from Customer, a link to an electronic report which can be accessed at any time to verify VEOCI's performance against the SLAs. VEOCI agrees to investigate and correct failures to meet the SLAs by: (a) initiating investigations to determine the root cause of the failure; (b) using commercially reasonable efforts to correct the issue; (c) advising Customer as reasonably requested by Customer of the status of efforts being undertaken with respect to the issue; and (d) providing reasonable evidence to Customer that the cause of the issue is being corrected or will be corrected. 3. SLA Definitions and Measurements "Minor Default" is deemed to occur when VEOCI's performance against an SLA falls in the range of performance in which a minimum SLA credit is granted to Customer. "Major Default" is deemed to occur when VEOCI's performance against an SLA falls in range of performance in which a maximum SLA default credit is granted to Customer. "Scheduled Downtime," means the planned downtime, of which VEOCI has notified Customer at least 72 hours in advance. "Service Level Default" means that VEOCI's performance fell below the established SLA during a measurement period. "Service Level Credit" means the amount of additional Service the Customer will be credited for the applicable Service Level Default during the measurement period. "Target Service Level" means the expected performance range, within which no Service Level Default is assessed, and no Service Level Credit is granted. Measurement periods are monthly, in arrears, with Service Level Defaults and Service Level Credits being calculated monthly. Any Service Level Credits shall be credited to the Customer annually in arrears, as applicable. The SLA's set forth in this Schedule shall be Customer's sole and exclusive remedy related to the SLA default and such Service Level Credits are in lieu of other available remedies such as damages for breach of contract. 4. Exceptions The following items will not be considered as a part of the calculation of Service Level Credits and VEOCI will be relieved of responsibility for SLAs and associated Service Level Credits to the extent VEOCI's failure to meet the SLA(s) is determined by the parties, to be due to: 13 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci (a) Force Majeure Events as defined in the Agreement; (b) Outages resulting from Scheduled Downtime, including VEOCI's upgrading of data center infrastructure. (c) Outages arising from Customer's network being inaccessible. (d) Domain Name Server (DNS) issues outside of the control of VEOCI. (e) Customer's acts or omissions (including acts or omissions of a third party not acting on behalf of VEOCI), including, without limitation, custom configuration, scripting, coding, negligence, failure to timely perform or provide relevant assistance, information or infrastructure required of Customer or willful misconduct. (f) Internet outages, or other third -party infrastructure outages which hinder access to VEOCI's environment. (g) Outages requested by Customer. (h) Changes by Customer, or its agents, to Customer's environment which are not communicated to VEOCI and which adversely impact VEOCI's ability to perform the Service. (i) Inability of Customer to log in due to Customer's use of LDAP or other single sign -on methods to control authentication. 5. Service Level Measurement (a) Service Area: Production Uptime (b) Objective: VEOCI to provide 99.5% monthly uptime for Production Software Instances (c) Measurement: For Production availability, the Production downtime shall be measured as the aggregate number of minutes during the monthly measurement period in which the Service was unavailable, divided by the total number of minutes in the monthly measurement period. The period of unavailability shall be measured from the point -in -time that such unavailability is or reasonably should have been detected by VEOCI. (i) (Uptime % _ [1 -(downtime/Production)*l 00%]). For example, if hosting is unavailable for a total of 200 minutes in a 30-day month, then Production Uptime is [1-(200/43,200)"100%] = 99.5% (d) Target Service Level: Production Uptime is greater than or equal to 99.5% (e) Minor Default: Production Uptime is less than 99.5% but greater than or equal to 98% (f) Major Default: Production Uptime is less than 98% (g) Measurement Period: Measured on a monthly basis. VEOCI will measure the Production Uptime for each downtime event and in the aggregate each month during the Term, and, upon written request of Customer, report the results to Customer within ten (10) business days of the request. (h) Service Level Credits: Minor Default = credit of one (1) additional day of the Service as an extension of the term of the Agreement. (i) Major Default = credit of two (2) additional days of the Service as an extension of the term of the Agreement 14 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci SCHEDULE C. SwoortAcireement 1. Definitions "Bug" means a reproducible malfunction of the Veoci Platform reported to VEOCI by Customer that prevents the Veoci Platform from performing in accordance with the operating specifications described in the then current documentation. "Enhancement" means a change or addition to the underlying functionality of the Veoci Platform. "Solution Configuration" means a change or additions to a Solution that significantly alter its functionality from what is scoped in the applicable SOW. Configuration includes without limitation, new or updated integrations, configurations, and print templates. 2. Included Support: (a) Support Center. The VEOCI team will provide support from a support center via email, an internet- based Client support tool (English version only), and telephone. All support services shall be provided in English language, unless otherwise specified in this Agreement. (i) Phone:203-782-5944 (ii) Internet based Client support tool: https://support.veoci.com/ (iii) Email: support@veoci.com (b) Hours of Support Center Operation. Support center is available twenty-four (24) hours per day, seven (7) days per week (c) Requesting Support. (i) Customer will identify the severity level (defined below) of the incident when requesting support from the support center (ii) If all support center representatives are busy with other calls, a message will be left on the voicemail response system, which will page appropriate support personnel (iii) The VEOCI team will target to meet and exceed defined service level metrics defined in this Schedule (d) Non -Critical Issue: System performance or bug affecting some users that does not prevent a customer from using the software to respond to a crisis. (i) Response Time: 2 business days (ii) Channel: Email, web, or general support phone number. (e) Critical Issue: System performance or bug affecting all users that would prevent a customer from being able to use the software to respond to a crisis. (i) Response time: 2 business hours (ii) Channel: Email, web, or general support phone number (f) Crisis Issue: System outage or severe bug that is preventing customer from using the software during their response to a crisis while such crisis is occurring. (i) Response Time: 30 minutes (24x7) (ii) Channel: Emergency phone number (g) Crisis Support: General questions, support, or assistance in the instance where: the Veoci Platform is fully operational, it is outside of VEOCI's applicable business hours, but the customer is responding to a crisis and needs support. (i) Response Time: 30 minutes (24x7). May be subject to $200 hourly rate. (ii) Channel: Emergency phone number (h) Business Hours: 15 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci a. Standard Contracts M-F 1:30AM-7PM b. US -Only contracts M-F 8AM-7PM EST 3. Maintenance Support (a) VEOCI will maintain the Veoci Platform by providing to Customer any and all software updates and Enhancements to the Veoci Platform ("Updates") offered by VEOCI. Updates will be provided when available and include bug fixes, security updates, new features, enhancements to existing features, and/or performance Enhancements to existing features. Updates will be installed by Veoci's staff or automated processes. (b) VEOCI gives its Users the opportunity to request Enhancements to the Veoci Platform by submitting Enhancement tickets via https://support.veoci.com ("Enhancement Requests"). Veoci encourages Users to submit Enhancement Requests, however whether or not an Enhancement Request is fulfilled is at the sole discretion of VEOCI. Enhancement Requests that are fulfilled are incorporated into the Veoci Platform and become available to all customers. 4. Services Not Included (a) Solution Configurations are not considered support services, and are not included under this agreement. Any Solution Configuration must be requested in accordance with the Change Management Plan set forth in the applicable SOW. 16 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci SCHEDULED. Order Form 1. Term of this Order Form The Service will be available to Customer from: Term Start Date of [Month, Day, Yea rl to Term End Date of [Month, Day, Yearl (the "Order Form Term") in exchange for the fees described in Section 3 below, and pursuant to the terms of the Agreement. The fees and terms offered in the Agreement and herein are contingent upon execution and delivery to VEOCI of a signed acceptance of the Agreement and Order Form no later than thirty (30) days from the date of this Order Form. Otherwise, this Order Form shall be deemed null and void. In the event that VEOCI countersigns this Order Form, the foregoing sentence shall not be deemed to apply. 2. SaaS, Support and Training, and Implementation 2.1 Software as a Service ("SaaS") 2.1.1. Applications Customer plans to use the Service to [xxx and run drills in preparation for emergencies. Or daily cps or airport ops etc.]. Provide a brief statement of your understanding of how the client will be using the Veoci platform. 2.1.2. Number of Users During the Term of this Order Form, Customer is permitted to register a maximum of [NUMBER of each type of license] identities as Service users. 2.1.3. Non -User Entries Service includes the capability to create Non -User Entries in Forms. The number of Non -User Entries available to Customer during the Order Form Term is set forth in the Fee Table in Section 3.1. As needed, additional Non -User Entries may be purchased at VEOCI's standard rates specified in the Optional Services table in Section 3.2. 2.1.4. Document Storage VEOCI will provide up to 200 GB (gigabytes) of online storage of documents, photos, and other electronic documentation ("Documents") to Customer. Additional storage can be purchased at VEOCI's standard rates specified in the Optional Services table in Section 3.2. 2.1.5. Integrated Telephone & SMS Capability Service includes the capability to automatically send and receive SMS and to dial global phone numbers as needed and also use text to speech conversion to read out messages. The SMS and phone calls from the Veoci Platform connect with users who may not be on-line and whose participation is urgently needed. The Veoci Platform integrates this service from a 3rd party supplier and charges can vary based on target country and type of connection. Domestic service to the US is included in the pricing; international calling to other countries is excluded. In order to use this feature, customers must first obtain consent to be contacted via SMS from all potential recipients. Customer must be able to provide evidence of such consent in order to access these features.The Veoci Platform's SMS features allow individual users to opt out of receiving SMS notifications without assistance from VEOCI, however assistance is required to opt out of receiving phone calls. Customer is responsible for managing all 17 low Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci SMS and phone call consents and communicating any opt -out requests for their registered Veoci Platform users to VEOCI. 2.2 Support and Training VEOCI will provide maintenance and support services as outlined in Schedule C, Support Agreement. 2.2.1 Training Offerings The details of any training services to be provided under this agreement shall be set forth in the applicable SOW. 2.3 Implementation (Vertical specific, take out for Airports if need be) The details of any implementation and professional services to be provided under this agreement shall be set forth in an applicable SOW. As needed, additional training or professional services, both on-line and on -site, may be procured at VEOCI's standard rates below. Professional services and consulting hours must be used by the Term End Date set forth in Schedule D, Section 1; unused professional services and consulting hours do not roll-over to the following Term. 3. Financial Specifications 3.1 Fees & Term Recognizing the value of the Customer's business, VEOCI offers the Customer the following fees for the term specified in Schedule D, Section 1 — Term of this Order Form: ANNUAL QTY DESCRIPTION SUBSCRIPTION xx Veoci Full Access Licenses — Content below are examples only $0.00 xx Veoci Regular Access License 100 $0.00 xx Veoci Regular Access License 50 $0.00 xx Veoci Regular Access License 25 $0.00 xx Veoci Infrequent Access License $0.00 xx Veoci Occasional Access License $0.00 xx Veoci Standard Access License $0.00 xx Mass Notification Contacts $0.00 xx Up to xxx Non -User Form Entries (External Forms) Included $0.00 $0.00 unless Non -User Entries > 2(Annual License Fees) 1 Contact or Member List Integration $1,250.00* 1 Single Sign On (SSO) (SAML Based) $1,250.00* Support, Hosting, Platform Maintenance Included (To Add/Delete Rows use "Layout" in Word Menu — Delete this comment) - $2,500.00 Total - Annual *Standard Integrations are $1,250 per implementation, all other integrations must be scoped, priced, and documented in an SOW after a technical discovery call. Standard Integrations also have an annual maintenance fee starting in the 2nd year. 18 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci QTY DESCRIPTION ONE-TIME FEE 1 Implementation of Veoci $0.00 1 Professional Services @$240/hour $0.00 1 Custom Integration Services @$280/hour $0.00 1 Branding Implementation — Your logo on E-Mails and on System Screens $1,500.00 1 Administrator Training Credits - 3 days, 5 hours/day (per person) $950.00 1 Sales Tax* 00.0* Total — One -Time $2,750.00 First Year Total $0.00 *Plus, Applicable Sales Tax 3.2 Optional Services if requested Standard Training and Consulting Rates — Effective 12-06-2025 - (Subject to change) Item Unit I Price Administrator Training Credits (remote) Client Hosted Bootcamp (onsite) SAML Based SSO Integration (Standard) Contact or Member List Integration (Standard) Professional Services & Consulting — Standard Professional Services & Consulting — US Only Professional Services & Consulting — Enterprise/Finance/Aviation Professional Services & Consulting — Custom Integrations _ Professional Services & Consulting — Subject Matter Expert Professional Services & Consulting — PMI Certified Project Manager, P_MP Organization Branding (client logo on a -mails and system screens) T&L (Without Air) Hosted Storage Non -User Entry (External Forms) veoci 3 Half -Days - Price per attendee 2 Days — Price per attendee (Min 8, Max 15, 1 trainer) Implementation Implementation Hourly Hourly Hourly Hourly Hourly One-time Implementation Per diem Extra 1 TB per year Single Entry $950 $950, client pays for trainer's travel and expense $1,250 $1,250 $190 $280 $240 $280 $350 $350 $1,500 $300 $1,000 $1.25 Rev.23-11-14 19 Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci 4. Commencement of Work 4.1 Purchase Order Requirement The Customer hereby agrees to notify VEOCI as to whether a Purchase Order ("PO") is requisite for the purpose of invoicing. Unless otherwise specified by VEOCI, the initial invoice shall be issued at the onset of the term to duly initiate the provision of services. The Customer hereby unequivocally affirms one of the ensuing declarations: THESE CHECK BOXES ARE NEW — REMIND THE CLIENT TO SELECT WHEN SIGNING. FILL IN ADVANCE IF THEY HAVE CONFIRMED THIS FOR YOU. DELETE THESE COMMENTS. [ ] Customer requires a PO to be properly invoiced. Customer shall ensure that any applicable PO is issued in advance of the invoicing period as specified in Section 4.1. [ ] Customer does not require a PO to be properly invoiced. Customer acknowledges that the first invoice will be issued as specified in Section 4.1. 4.2 Notification and Confirmation In the event that Customer requires a Purchase Order for invoicing, VEOCI may not commence any work or services under this Agreement until a Purchase Order has been issued by Customer, unless otherwise agreed upon by both parties. Should VEOCI initiate any services or work prior to receiving a PO, it will be solely at VEOCI's discretion, and VEOCI acknowledges that Customer may not be obligated to compensate or recognize such services. Upon receipt of any applicable PO, VEOCI will promptly invoice the Customer and provide written confirmation detailing the precise extent of the work, services, or goods to be provided as described in the PO. [Signature Page to Follow] 20 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com veoci The parties hereto, intending to be legally bound hereby, have each caused its duly authorized officers or representatives to sign this Order Form as of the date first set forth below. Veoci Inc. Executed By its Authorized Representative Signature: Print Name: Christopher Ford Title: VP of Sales & Partnerships Date: [Company Name] — please use bold font Executed by its Authorized Representative Signature: Print Name: Title: Date: 21 Rev.23-11-14 veoci Veoci Proprietary Information -If you are not the intended recipient, please delete this document and email legal@veoci.com EXHIBIT D Conflict of Interest Questionnaire (ATTACHED) Cooperative Purchase Agreement — Exhibit D Page 9 of 14 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. jJ Name of vendor who has a business relationship with local governmental entity. Veoci Inc. J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. None. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes X] No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes FX I No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. N/A J ❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 w —#1453504737_20250714 July 14, 2025 Signature of vendor doing busin with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021 EXHIBIT E Network Access Agreement This Network Access Agreement ("Access Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 100 Fort Worth Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Veoci Inc. ("Vendor"), a Connecticut corporation. 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's Network in order to provide system implementation and necessary integration. In order to provide the necessary support, Vendor needs access to various City systems and webpages in order to provide the implementation and integration services necessary to support the use of the Veoci Emergency Management system. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing integration services. Such access is granted subject to the terms and conditions forth in this Access Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Access Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Access Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Access Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Agreement") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Cooperative Purchase Agreement to which this Access Agreement is attached. ("Agreement") ❑ Services are being provided without a City Secretary Contract at no cost to the City ❑ No services are being provided pursuant to this Access Agreement 4. Renewal. This Access Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Access Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Cooperative Purchase Agreement — Exhibit E Page 10 of 14 Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Access Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Access Agreement, and pursue any other remedies that the City may have under this Access Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS Cooperative Purchase Agreement — Exhibit E Page 11 of 14 OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third parry without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Access Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Access Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Access Agreement and any other documents incorporated herein by reference constitute the entire understanding and Access Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments.The terms of this Access Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. Cooperative Purchase Agreement — Exhibit E Page 12 of 14 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Access Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Access Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Access Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Access Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Access Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authoritv. By affixing a signature below, the person signing this Access Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this Access Agreement and to execute this Access Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other parry is fully entitled to rely on this warranty and representation in entering into this Access Agreement. [Signature Page Follows] Cooperative Purchase Agreement — Exhibit E Page 13 of 14 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Diann o (Jul 21, 202509:23 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 07/21/2025 Veoci Inc.: - �;2—' BY: (% Name: Christopher Ford Title: VP of Sales & Partnerships Date: 7-3-2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: N. Kevin Anders, 11 By: M. Kevin Anders, II (Jul 21, 2025 08:19 CDT) Name: Kevin M. Anders, II Title: Assistant City Attorney Contract Authorization: M&C: N/A Approval Date: N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 71ete MELD By: Pete Rizzo (Jul 15, 2025 10:03 CDT) Name: Pete Rizzo Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary Cooperative Purchase Agreement — Exhibit E Page 14 of 14