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HomeMy WebLinkAboutC22-288 VeociAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND VEOCI INC. THIS AGREEMENT (“Agreement”) is effective as of the __________________by and between Veoci Inc. a Delaware Foreign Corporation (hereinafter “Contractor” or “VEOCI”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County” or “Customer”). RECITALS WHEREAS, County desires to enter into an agreement with Contractor to implement and provide support for Veoci software and mobile APP capabilities for the purpose of but not limited to the following; to document, record, and validate all inspection criteria of CFR Part 139 daily airfield inspections as required by the Federal Aviation Administration; to provide asset management; to provide fleet management; to provide an Airport Safety Management System; to provide Training Records Management; to provide Airport Lease Management; (the “Project”) Veoci software will be utilized at Eagle County Regional Airport located at 219 Eldon Wilson Road, Gypsum, Colorado (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in the Master Service Agreement, Exhibit A, and the Scope of Work, Exhibit B, together (“Services” or “Work”) which are attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and Exhibit B and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The Airport Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 8/11/2022 2 Eagle County General Services Final 5/14 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 30th day of April, 2023. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. Compensation for initial implementation and Veoci License fees as set forth in Exhibit A shall not exceed $51,100.00. Optional services must be requested and approved by the County and will be compensated at the rates set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $75,000.00. Compensation for any Renewal Term shall not exceed $40,000.00. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 3 Eagle County General Services Final 5/14 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. With the exception of Contractor’s long-term partner in India for 24/7 technical support, Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County and to the extent of the Services to be performed by the subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to County, with limits of liability of not less than $3,000,000 per claim and $3,000,000 in the aggregate. The insurance shall provide coverage for (i) liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii) Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into, or otherwise causing damage to, County or a third person’s computer, computer system, network or similar computer related property and the data, software and programs thereon. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit C. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 4 Eagle County General Services Final 5/14 ii. Contractor’s certificates of insurance shall include subcontractors, if any as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. v. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents (including electronic files) and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Koltin Howard-Talbott 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3573 E-Mail: koltin.howardtalbott@eaglecounty.us DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 5 Eagle County General Services Final 5/14 With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Veoci Inc., Attn: Legal Department 195 Church Street 14th Floor, New Haven, CT 06510 Phone: 203-785-5944 Email: legal@veoci.com 11. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 13. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder and the Property, and with all local conditions, federal, state and local laws, ordinances, rules and regulations that in any manner affect cost, progress, or performance of the Services. b. Contractor will make, or cause to be made, examinations, investigations, and tests as he deems necessary for the performance of the Services. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 6 Eagle County General Services Final 5/14 c. To the extent possible, Contractor has correlated the results of such observations, examinations, investigations, tests, reports, and data with the terms and conditions of this Agreement. d. To the extent possible, Contractor has given County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the completeness and accuracy of the Services and shall correct, at its sole expense, all significant errors and omissions in performance of the Services. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement. This paragraph shall survive termination of this Agreement. f. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. h. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. i. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. l. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 7 Eagle County General Services Final 5/14 Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. o. The Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Contractor will participate in the E-verify Program or other Department of Labor and Employment program (“Department Program”) in order to confirm the eligibility of all employees who are newly hired for employment to perform Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform Services under this Agreement through participation in the E-Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify c. Contractor shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, Contractor shall be required to: i. Notify the subcontractor and County within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 8 Eagle County General Services Final 5/14 e. Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. 8-17.5-102(5). f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 9 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR: Veoci Inc. By:________________________________ Print Name: Dia Wynn Title: General Manager – Airports DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 10 Eagle County General Services Final 5/14 Exhibit A Veoci Master Services Agreement for Eagle County Regional Airport Prepared for: Koltin Howard-Talbott Prepared by: Vincent Jessel Date: April 15, 2022 Proposal number: GWS7722397778105 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 11 Eagle County General Services Final 5/14 April 15, 2022 Koltin Howard-Talbott Eagle County Regional Airport 217 Eldon Wilson Rd, Gypsum CO 81637 Dear Koltin: Veoci Inc. (“VEOCI”) is pleased to offer Eagle County Regional Airport (the “Customer”) this Master Services Agreement and schedules (this “MSA 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 MSA 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 MSA Agreement. (b) This MSA 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 MSA Agreement. Veoci Inc. Executed By its Authorized Representative Eagle County Regional Airport Executed by its Authorized Representative Signature Signature Print Name: Christopher Ford Print Name: Jeff Shroll Title: VP of Sales & Partnerships Title: County Manager Date: Date: (d) MSA Agreement Structure, Order Form and Ordering The MSA Agreement is in four parts: 1. Schedule A: General Subscription Terms & Conditions 2. Schedule B: Service Level Agreement (SLA) DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 12 Eagle County General Services Final 5/14 3. Schedule C: Support Agreement 4. Order Form. The purpose of this MSA 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 MSA 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 Start Date and continues until the End Date, as set out in the relevant Order Form, unless terminated in accordance with this MSA 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 MSA Agreement. Unless the contrary intention is specifically expressed, if there is an inconsistency between any of one or more of: (a) the MSA Agreement and (b) an Order Form, the order of precedence between them will be the order listed here. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 13 Eagle County General Services Final 5/14 SCHEDULE A. General Subscription Terms and Conditions 1. Definitions “MSA 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 data created or in any way originating with the Customer, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the Customer or was shared with the Customer by another law enforcement agency, whether such data or output is stored on the Customer’s hardware, VEOCI’s hardware, or exists in any system owned, maintained or otherwise controlled by the Customer or by the VEOCI. “Data Breach” - means the unauthorized access by a non-Authorized Person(s) that results in the use, disclosure or theft of a Customer Data. “Effective Date” means the date on which the Customer has signed the Agreement. “End Date” for an Order Form, means the date specified as the “End Date” in that Order Form. “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 period from the “Start Date” to the “End Date”, as set out in an Order Form. “Primary Contact” means Customer’s primary technical contact with VEOCI in-connection-with the Service. “Security Incident” - means the potentially unauthorized access by non-authorized persons to personal data or non-public data VEOCI believes could reasonably result in the use, disclosure or theft of Customer Data within the possession or control of VEOCI. A security incident may or may not turn into a data breach. “Service” means VEOCI’s provision of the Veoci Platform 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. “Start Date” for an Order Form, means the date specified as the “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 MSA 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” (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, DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 14 Eagle County General Services Final 5/14 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 the Agreement and the applicable Order Form. VEOCI grants Customer a non-transferable and nonexclusive right to access and use the Service for the sole purpose of supporting the internal operations of Customer’s business and to process Customer’s own data. (b) The following procedures will apply to the Service: (i) VEOCI will send an email to Customer’s Primary Contact setting forth the information necessary for initial use of the Service. Customer shall provide the information requested in such email to VEOCI. (ii) VEOCI will provide Service status and maintenance notifications by email to Customer’s Primary Contact. (iii) Customer will notify VEOCI 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 MSA 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 the former User (i) is no-longer an employee, third-party consultant, agent, or contractor of Customer, or (ii) has been reassigned to a new position within Customer's organization such that they no longer require ongoing use of the Services. For the avoidance of doubt, any individual registered as a User on Veoci 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 MSA 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 MSA Agreement; or (iii) delay, prevention or interference with VEOCI’s performance under this MSA 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 MSA Agreement. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 15 Eagle County General Services Final 5/14 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 (“Non-User Entries”). Non-User Entries 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 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 year. The number of Non-User Entries available to Customer each year shall be equal to twice their total license costs in USD (after any credits or discounts) for that year 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. Non-User Entries are allotted on an annual basis, and do not roll over from year to year. 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 year; (ii) purchase additional User Licenses for the following year; or (iii) reduce their use of External Forms. 5. Use of Interfaces and APIs (a) Typically, customers integrate Veoci with their other applications using APIs. The license includes use of APIs in Veoci, and reasonable usage of APIs is included in VEOCI’s standard pricing. VEOCI reserves the right to impose a reasonable fee for API usage on the transfer of data to and from Veoci if the usage is deemed excessive by VEOCI. 6. Customer Responsibilities (a) Customer will provide VEOCI with the contact details for its Primary Contact on the Effective Date of this MSA 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 MSA Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) prevent unauthorized access to, or use of, the Service, and shall notify VEOCI promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws and regulations (“Laws”) in accessing and using the Service. (c) Customer shall use the Service solely for its internal business purposes as contemplated by this MSA 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 MSA 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 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 16 Eagle County General Services Final 5/14 (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 MSA 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 MSA 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) suspend the Service upon at least two (2) business days’ notice to Customer without liability until any such amounts are paid in full; and (ii) exercise any of its other rights or remedies. (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. 8. Customer Data (a) VEOCI acknowledges and agrees that Customer owns all rights, title and interest in the Customer Data. VEOCI shall not access Customer user accounts or Customer Data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) for proactive service and problem resolution, (4) as required by the express terms of this contract or (5) at the Customer’s written request. Customer Data is Confidential Information of Customer. VEOCI agrees to keep confidential all Customer Data, and agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without seeking written permission from the Customer. Recovery of any Customer Data deleted by Customer shall be Customer’s responsibility. (b) Export of Data - Customer shall have the ability to export data in piecemeal or in entirety at its discretion without interference from VEOCI. This includes the ability for the Customer to export data to/from other vendors or service providers in a CSV format and image file format or other mutually agreeable format. 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 MSA 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 MSA Agreement or by law, and 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 MSA Agreement, or at any time upon the Disclosing Party’s request, the Receiving Party shall promptly return or, at the Disclosing Party’s option, DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 17 Eagle County General Services Final 5/14 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 MSA 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 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 MSA Agreement. 10. Data Protection (a) Protection of Customer Data shall be an integral part of the business activities of VEOCI to ensure there is no inappropriate or unauthorized use of Customer information at any time. To this end, the VEOCI shall safeguard the confidentiality, integrity and availability of Customer information and comply with the following conditions: (i) VEOCI shall implement and maintain commercially reasonable and appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of Customer Data. Such security measures shall be in accordance with recognized industry practice. (ii) VEOCI shall enforce separation of job duties, require commercially reasonable non- disclosure agreements, and limit staff knowledge of Customer Data to that which is absolutely necessary to perform job duties. (iii) All data obtained by the VEOCI in the performance of this contract shall become and remain the property of the Customer. (iv) All Customer Data shall be encrypted in transit with controlled access, with the level of protection and encryption identified for Customer upon request. Unless otherwise stipulated, VEOCI is responsible for encryption of the Customer data. (v) At no time shall any data or processes — that either belong to or are intended for the use of Customer or its officers, agents or employees — be copied, disclosed or retained by VEOCI or any party related to VEOCI for subsequent use in any transaction that does not include the Customer. (vi) VEOCI shall not use any information collected in connection with the service issued from this proposal for any purpose other than fulfilling this agreement. 11. Security Incident or Data Breach Notification (a) VEOCI shall inform the Customer of any security incident or data breach. (b) Incident Response: VEOCI may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing security incidents with the Customer should be handled on an urgent as-needed basis, as part of VEOCI communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract. (c) Security Incident Reporting Requirements: VEOCI shall report a security incident to the DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 18 Eagle County General Services Final 5/14 appropriate Customer identified contact immediately. (d) Breach Reporting Requirements: If VEOCI has actual knowledge of a confirmed data breach that affects the security of any Customer content that is subject to applicable data breach notification law, VEOCI shall (1) promptly notify the appropriate Customer identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner. In the case of a data breach originating from the Customer’s responsibilities, VEOCI will work with the Customer to identify and resolve the Breach, but the Customer will be responsible for any remediation steps as required by law. 12. Breach Responsibilities (a) VEOCI, unless stipulated otherwise, shall immediately notify the appropriate Customer identified contact by telephone and email in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. (b) In the case of a Breach originating from the Customer, VEOCI will provide assistance to the Customer for identification and resolution, but the Customer will have sole responsibility for any remediation actions necessary as a result of the Breach. (c) VEOCI, unless stipulated otherwise, shall promptly notify the appropriate Customer identified contact within 24 hours or sooner by telephone and email, unless shorter time is required by applicable law, if it confirms that there is, or reasonably believes that there has been a data breach. VEOIC shall (1) cooperate with the Customer as reasonably requested by the Customer to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. (d) Unless otherwise stipulated, if a data breach is a direct result of VEOCI’s breach of its contract obligation to encrypt personal data or otherwise prevent its release, VEOCI shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by state law; (3) a credit monitoring service required by state (or federal) law; (4) a website or a toll-free number and call center for affected individuals required by state law — all not to exceed the average per record per person cost calculated for data breaches in the United States; and (5) complete all corrective actions as reasonably determined by VEOCI based on root cause; all [(1) through (5)] subject to this contract’s limitation of liability. 13. Access to Security Logs and Reports (a) Upon request VEOCI shall provide the Customer within a timely manner, access to Security Logs and Reports, Data Center Audit or Vulnerability Scanning reports. 14. Data Center Audit or Vulnerability Scanning (a) To ensure the security of Customer Data maintained by VEOCI, VEOCI shall engage an independent third party or utilize independent third-party software services to perform an independent audit or vulnerability scanning of its data centers at least annually at its expense, and provide a redacted version of the audit report upon request. VEOCI may remove its proprietary information from the redacted version. This audit or vulnerability scanning shall include at minimum a scan of the organizations Internet perimeter, web application firewall, physical access to data center, crawling and testing web applications to identify vulnerabilities including for cross-site scripting and SQL injection. Any items that don’t meet standards or are marked as critical must be addressed and corrected by VEOCI in a timely manner, as mutually agreed upon by the Parties. 15. Notification of Legal Requests (a) VEOCI shall contact the Customer upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the Customer’s Data under this contract, or which in any way might reasonably require access to the data of the Customer. VEOCI shall not respond to subpoenas, service of process and other legal requests related to the Customer without first notifying the Customer, unless prohibited by law from providing such notice. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 19 Eagle County General Services Final 5/14 16. Proprietary Rights (a) VEOCI and its licensors (if any) shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Veoci Platform, the Service and to all VEOCI intellectual property and any enhancements, modifications or derivatives of any of the foregoing. Customer may not distribute, promote, or otherwise use any information or materials relating to the Veoci Platform or the Service for any external use without VEOCI’s prior written consent or as otherwise specifically permitted in this MSA Agreement. No copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted under this MSA 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 MSA 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 MSA 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. 17. 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 MSA 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 MSA 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 MSA Agreement; and (ii) It will use reasonable commercial efforts to prevent the inclusion of Viruses while it and its Users access the Service. 18. Limitation of Liability (a) Except for death or personal injury, VEOCI's liability for direct damages, loss or liability for any cause, and regardless of the form of action will be limited to the amounts of insurance required by section 7 of the Agreement. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 20 Eagle County General Services Final 5/14 19. Indemnification – Intentionally Omitted 20. Term and Termination of MSA Agreement and Order Form (a) This MSA Agreement shall commence upon the date of the Agreement, and subject to the provisions of Section 11 hereof, shall continue for one year. Thereafter, this agreement may be renewed for successive periods of 12 months (each a “Renewal Term”), unless either party notifies the other party of termination, in writing, at least sixty (60) days before the end of the initial Term or any Renewal Period. This MSA 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 MSA 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 Start Date and end on the End Date. Such Order Form Term may 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 relevant Order Form Term. Fees for Licenses and Services for any Renewal Term may be: (a) increased no more than three percent (3%) on an annualized per-user basis. VEOCI shall provide Customer with notice of such increases in fees no later than 90 days prior to the expiration of the then current Term or Renewal Term. (c) Customer may terminate this MSA Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with thirty (30) calendar days’ prior written notice to the VEOCI. (d) Either party may terminate this MSA Agreement in the event that the other party commits a material breach of this MSA Agreement and fails to cure such material breach within twenty (20) days after receiving written notice of the same. (e) In the event of a termination of the contract, VEOCI shall implement an orderly return of Customer Data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of Customer Data. (f) In the event of a termination of this MSA Agreement, Customer will cease use of the Services, except as needed for the orderly return of Customer Data. (g) During any period of service suspension, VEOCI shall not take any action to intentionally erase any Customer Data. (h) In the event of termination of any services or agreement in entirety, VEOCI shall not take any action to intentionally erase any Customer Data for a period of 60 days after the effective date of termination. After such period, VEOCI shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited. After the 60 day period, unless otherwise agreed upon by VEOCI and Customer in writing, VEOCI will securely dispose all Customer Data in its systems or otherwise in its possession or under its control. (i) The Customer shall be entitled to any post-termination technical assistance generally made available with respect to the services. (j) VEOCI shall securely dispose of all requested data in all of its forms, such as but not limited to; disk, CD/ DVD, backup tape, electronic backups and paper, when requested by the Customer. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to the Customer. (k) Upon termination of the Order Form, however caused, Customer shall: (i) Pay to VEOCI all outstanding invoices and sums owed 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 21. 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 MSA Agreement shall be construed and governed in accordance with the laws of the State of Colorado since Customer DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 21 Eagle County General Services Final 5/14 is a municipality or other government organization in the United States. 22. Business Continuity and Disaster Recovery (a) As a part of the Services, VEOCI is responsible for maintaining a backup of Customer Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. VEOCI shall maintain a contemporaneous backup of Customer Data that can be recovered within one day (24 hours) at any point in time. Additionally, VEOCI shall store a backup of Customer Data in an off-site “hardened” facility no less than weekly, maintaining the security of Customer Data, the security requirements of which are further described herein. 23. PCI Compliance (a) If, in the course of its engagement by Customer, VEOCI has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, VEOCI shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at VEOCI's sole cost and expense. 24. HIPAA Compliance (a) The parties acknowledge that they may be required to comply with the Health Information Technology Economic and Clinical Health (“HITECH”) Act, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the regulations issued thereunder, including, but not limited to, the Privacy, Security, Breach Notification and Enforcement Rules (45 C.F.R. Parts 160, 162 and 164), as the same may be amended from time to time. To the extent required by the provisions of HIPAA and regulations promulgated thereunder, VEOCI assures that it will appropriately safeguard all forms of Health Records and/or Protected Health Information (PHI), as defined by the regulations, which is made available to or obtained by VEOCI in the course of its work under this MSA Agreement. VEOCI agrees to comply with all applicable requirements of law relating to Health Records and/or PHI with respect to any task or other activity it performs for the Customer. 25. Miscellaneous (a) Customer may not assign this MSA Agreement, the use of the Service or any other of its rights and obligations under this MSA Agreement without VEOCI’s prior written consent. This MSA 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 MSA Agreement; and (ii) subcontract all or part of its performance under this MSA 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 Veoci. 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) The VEOCI shall give 10 business days advance notice and detailed release notes regarding changes to the services to the Customer of any upgrades that may impact service availability and performance. (d) Customer shall not export or use the Service in violation of applicable Laws. (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 MSA 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 MSA 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 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 22 Eagle County General Services Final 5/14 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) No alteration or modification of this MSA 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 MSA Agreement. (j) All notices required or permitted under this MSA 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 confirm ation of delivery. (k) The section headings in this MSA Agreement are for informational purposes only and shall not affect the interpretation of any provision of this MSA Agreement. When used in this MSA Agreement, “including” and word(s) of similar import mean “including without limitation.” (l) If any provision of this MSA Agreement shall be held to be invalid, illegal or unenforceable, it shall be deemed severed from this MSA Agreement and shall not affect in any respect the remainder of this MSA 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 MSA Agreement. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 23 Eagle County General Services Final 5/14 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, within sixty days of its receipt of a written request from Customer, a quarterly electronic report 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 Monthy in arrears, as applicable. 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: DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 24 Eagle County General Services Final 5/14 (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)*100%]). 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 of the request. (h) Service Level Credits: Minor Default = credit of one (1) additional day reimbursed the following month. (i) Major Default = credit of two (2) additional days reimbursed the following month SCHEDULE C. Support Agreement 1. Included Support: (a) Support Center. The VEOCI team will provide support from a support center via e-mail, 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://veoci.com/v/p/dashboard/karag98tux (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 (below1(d)-(g)) 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 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 25 Eagle County General Services Final 5/14 (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 prevents a customer from using 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 preventing customer from using the software during their response to a crisis. (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 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: M-F 1:30AM -7PM Eastern Time DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 26 Eagle County General Services Final 5/14 SCHEDULE D. Order Form 1. Term of this Order Form The Service will be available to Customer from: Date of Contract Execution to one year from date of contract execution (the “Order Form Term”) in exchange for the fees described in Article III 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 1. Software as a Service (“SaaS”) 1.Number of Users During the Term of this Order Form, Customer is permitted to register a maximum of 30 identities as Service users. Please note: use of Veoci as contemplated under this Agreement is limited to licensed users of the Veoci Platform, including but not limited to, usage of forms and workflows. Put differently, unlicensed users, including members of the public, cannot use the Veoci Platform as part of the Customer’s use of the Veoci Platform under this Agreement without a separate Order Form that includes this specific use case. 2.Non-User Entries Service includes the capability to create up to 68,400 Non-User Entries in Forms. As needed, additional Non-User Entries may be purchased at VEOCI’s standard rates specified in the Optional Services table in Section 3.2. 3.Document Storage VEOCI will provide up to 200 GB (gigabytes) of online storage of documents, photos, and other electronic documentation (“Documents”) to Customer. 4.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. 2. Support and Training 1.Software Enhancements VEOCI will provide maintenance, support, and periodic enhancements to the Service pursuant to the Subscription Terms. Typically, VEOCI pushes enhancements out in a two-week cycle; these changes are small and designed to make their introduction easy. 2.Training Offerings Definitions - Administrators & Users: DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 27 Eagle County General Services Final 5/14 “Administrators” are staff who will design and edit the Veoci Platform to build or maintain solutions/applications. “Users” means people who will be utilizing the system functionally. Veoci is simple, intuitive, and easy to use, so most Users need only an introductory training to become familiar with basic navigation and functional use of a Veoci solution. While several training options are available, they are only recommended for those who wish to expand their knowledge of Veoci, play an active role in customizing Veoci on their own and perhaps develop and add more applications; Veoci is sold by registered user and with some exceptions, there is no additional charge for applications that customers develop on their own. (a) Two-day Administrator training sessions (Boot Camp Training) are typically scheduled monthly at various locations throughout the US. The fee is $950 per person. We recommend administrators attend Boot Camp Training, as they will be responsible for training End-Users and maintaining the Customer solution. (b) Remote Administrator Training is also available. These training sessions are similar to an on-site session but will exclude class exercises. Also, the content of Remote Training will vary slightly due to the changed medium and will be set up as multiple 90-minute sessions. These Remote Administrator Training sessions and additional training sessions both on-line and on-site, are available at VEOCI’s standard professional service rates. (c) Administrators generally benefit from participating in two (2) Veoci free online training offerings: Veoci Basics Webinar (1) Is a 90-minute capabilities presentation that is offered every 2 weeks. Veoci Fundamentals Training (2) is a self-directed offering that is available every 2 weeks. Students are given 2 weeks to complete training that is expected to take about 5 hours if uninterrupted. In this fundamentals training, users learn Veoci communication features and basic navigation in the Veoci Interface. (d) Customers who purchase Business Continuity (BC) Solutions, Incident Management (IM) Solutions or Airport Solutions (AIR) are encouraged to take a Veoci Solutions training aligned with the purchased solution, although these training offerings are not considered essential for administrators. The solutions-specific training sessions are $950 and offered online (3 days, 5 hours per day) and in person over 2, 8-hour days. The Veoci Fundamentals Training is a pre-requisite for taking the solutions training. (e) Customer who purchase a Veoci solution other than BC, AIR, or IM are encouraged to take Level 1 Admin Boot Camp Training that gives a broad overview of using Veoci as an administrator to manage Veoci users, create workflows, Forms, Plans and Dashboards. The cost is $950 and the training is offered on site over 2, 8-hour days and online over 3, 5-hour days. A Level 2 Admin Boot Camp is also available to provide instruction for additional technical features not covered in Level 1 Training. The Level 2 Admin Training is the same cost and duration(s) as level 1 Admin Boot Camp. 3. Implementation Once the contact information of users is put into the Veoci Platform, Customer will be able to use the primary features of the system immediately out-of-the-box: real-time activity log, chat, maps, assigning and tracking tasks, general notification/response, file management, mobile access, etc. Some basic configuration of the data will be needed to make the Veoci Platform aware of the specific environment, resources, processes, plans and needs of Customer. This could include location and status of resources; dashboards for the EOC or management; workflows for processes; specific notification messages; pre-defined plans for various incidents, etc. VEOCI will assist and provide knowledge transfer to the primary Customer administrators/power users, to get the Veoci Platform configured for the Customer environment and needs. The details of any implementation and professional services to be provided under this agreement shall be set DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 28 Eagle County General Services Final 5/14 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. 3. Financial Specifications 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: QTY DESCRIPTION ANNUAL SUBSCRIPTION 30 Veoci Named Licenses $34,200.00 64,800 Up to 64,800 Non-User Form Entries (External Forms) Included $0.00 Support, Hosting Included Total - Annual $34,200 *Standard Integrations are $950 per implementation, all other integrations must be scoped, priced, and documented in an SOW after a technical discovery call QTY DESCRIPTION ONE-TIME FEE 1 Airfield Operations Management (AOM) Air - Complete Airfield Management Part 139 WAIVED 1 Airfield Work Order Management Air - Complete Airfield Management Part 139 WAIVED 1 Asset Management (AM) Air - Complete Airfield Management Part 139 $1,500.00 1 Vehicle Inspections (VEH)/ Fleet Management WAIVED 1 Airport Safety Management Systems (SMS) $7,500.00 1 Training Records Management - ARFF WAIVED DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 29 Eagle County General Services Final 5/14 1 Fire House Records Keeping - SCBA Inspection and Equipment Checks WAIVED 1 Airport Lease Management (ALM) $6,000.00 2 Administrator Two Day Bootcamp ($950 each) $1,900.00 1 Wildlife Hazard Management WAIVED n/a Sales Tax* 00.0* Total – One-Time $16,900 First Year Total $51,100.00 *Plus, Applicable Sales Tax 2. Optional Services if requested Standard Training and Consulting for 2022 (Subject to change) Item Unit Price Administrator Training Credits (offsite) 3 Days - Price per attendee $950 Client Hosted Bootcamp 2 Days – Price per attendee (Min 8) $950, client pays for trainer’s travel and expense SSO Integration Implementation $950 Professional Services & Consulting Hourly $180 Professional Services & Consulting – US Only Hourly $250 Professional Services & Consulting – Enterprise/Finance Hourly $200 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 30 Eagle County General Services Final 5/14 Organization Branding One-time Implementation $1,500 T&L (Without Air) Per diem $300 Hosted Storage Extra 20 GB per year $100 Non-User Entry (External Forms) Single Entry $1.25 Conference Calling (Minutes) Per Minute $0.05 3. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 31 Eagle County General Services Final 5/14 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. Eagle County Regional Airport Signed: Signed: Name: Christopher Ford Name: Jeff Shroll Title: VP of Sales & Partnerships Title: County Manager Date: Date: DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 32 Eagle County General Services Final 5/14 EXHIBIT B Proposed Statement of Work (SOW) for EGE - Eagle County Regional Airport Prepared by: Veoci Inc. Primary Contact: Vincent Jessel Senior Account Executive 203-782-5944 ext. 515 vincent.jessel@veoci.com Veoci 195 Church Street, 14th Floor New Haven, CT 06510 203-782-5944 rfp@veoci.com DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 33 Eagle County General Services Final 5/14 1. Scope Statement Veoci will design and implement a process and platform for the collection and tracking of FAR Part 139 Airfield Inspections, Work Order Management, Wildlife Management, Fleet Management, SMS, ARFF Records and Lease Management. This SOW, including all services and deliverables described herein, is proposed subject to the terms and conditions of the contract between Veoci and Customer, numbered GWS7722397778105. 2. Change Management & Governance Plan Veoci utilizes Project Management tools that follow standard practices, such as the Project Management Body of Knowledge (PMBOK Guide), which describes established norms, methods, processes, and practices to ensure successful implementations and completion across all phases of the project life cycle. Veoci also internally uses the system ’s tools (i.e., Tasks, Plans, Forms, Workflows, Reports, Dashboards, Rooms, and Calendars) to manage customer projects. These provide a venue for planning, controlling, and coordinating projects in collaboration with all stakeholders while also presenting a clear and consistent methodology for logging and sharing project data and metrics to Users with permissions. Veoci’s tools facilitate updating project status information in real-time and allow for ongoing project reporting. During project implementation, the customer may identify additional functionality. Any request that changes the scope of the project or the functionality beyond that identified in the SOW requires a change request and must be reviewed and approved by the project stakeholders. Change requests are entered into Veoci via a Workflow where the impact of the proposed change on scope, deliverables, schedule, and cost are evaluated. The project sponsor then approves or rejects the change, a new SOW (or an SOW addendum) detailing the approved changes is generated, and the entire process is recorded in the Change Management Log. 3. Veoci Implementation Plan Veoci’s approach to system implementation comprises five phases. The Veoci tools for Project Management will be available to manage the project following PMP standards during all the project phases. Individual project milestones may go through these phases independently and in parallel, completing one project milestone while others are still in progress. Phase 1. Requirements and Planning During this phase, the Customer Project Lead (and/or backup), other stakeholders identified by the customer, and the Veoci team work together to determine the project requirements, defining details about the implementation plan, identifying the material resources and staff (both from the customer and Veoci) needed to successfully complete the project, and creating the overall configuration plan. The customer will be responsible for not only communicating requirements, but also gathering and organizing information from their internal stakeholders. The customer will provide the Veoci team with an understanding of its organization and processes, methods, and software applications in use that may need integration, as well as other information necessary to ensure a successful planning phase. As indicated throughout the proposal, Veoci will compile the requirements to implement the defined solution. Both parties will also work together on the planning phase when the customer’s team will provide the information needed to the Veoci team for the creation of the overall plan for the configuration of the defined solution. Phase 2. Configuring, Piloting, and User Feedback During this phase, the assigned Veoci Solutions Engineers will build, configure, and test the new system as defined in the previous phase. The customer will assign personnel as required to work with Veoci on final testing and specify any changes needed. The Veoci team will also work with DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 34 Eagle County General Services Final 5/14 the customer’s team to implement integrations with other systems if required. If development effort is needed, any additional cost associated with integration will be assessed. Phase 3. User Acceptance and Go-Live During this phase, the customer will accept the system implemented. Veoci provides technical support to the customer’s Administrators and Users to complete all knowledge transfer activities prior to the following training phase. Employees will answer Veoci team members’ questions, provide support and reviews, assist with migration and integration, and be available for UAT (User Acceptance Testing). Phase 4. Training Veoci is simple, intuitive, and easy to use, so most Users need only an introductory formal training. Neither the end users nor Administrators need a formal IT background or programming knowledge to learn Veoci. Our training empowers Administrators to modify and change the solution and add processes and methods due to the no-code configuration. Veoci incorporates know-how from hundreds of thousands of Users and tens of thousands of processes over the past 11 years, during which time the core Veoci team trained thousands of Administrators. The SOW outlines our proposed training structure and delivery mechanisms based on our understanding of a customer’s solutions and needs. We below list possible selections for training options but these items are not specifically included in the SOW. Our team will propose a combination of the following: ● Remote orientation webinars recorded for later viewing ● Our online Help/Knowledge Base that is part of the Veoci platform ● Short Task and role-specific videos for end users ● Train-the-trainer sessions ● Boot Camp training sessions for Administrators that are available in-person or online If needed, our team can develop specific training manuals for the customer with screenshots and “How To” instructions. An overview of Veoci knowledge resources, including webinars, Boot Camps, training courses, and downloadable training materials, can be found at veoci.com/knowledge-resources. Phase 5: Maintenance & Technical Support Once Veoci has completed the Implementation Phase and the customer verifies acceptance of the solution, the Maintenance and Technical Support Phase begins and remains in place for the duration of the associated software licenses. Maintenance includes updates to Veoci software, patches and fixes, and major upgrades to the platform to support operational effectiveness. Maintenance includes only minor changes to customer-specific solutions. Technical support includes access to Veoci resources along with continued monitoring and assistance from the Implementation team. Regarding maintenance, the Veoci Development team follows the agile methodology and delivers a new version of software every few weeks. The team completes this process transparently, and Users generally do not notice changes until their Administrators decide to implement the new functionality. In a majority of releases, changes are small, designed to be readily apparent, and require no training. If a change will significantly affect how Users navigate within the platform, Veoci provides extensive advance notice and, as needed, provides pop-ups and introductory text to facilitate adapting to the new version. New tools, applications, or functionalities requested by the customer are not included in software updates. New versions of the software are available to customers at no additional cost. Veoci’s technical support encompasses access to the Veoci Knowledge Base, Help Desk, and community resources such as webinars and User groups. These resources dispense technical advice and innovative assistance to allow the customer to resolve problems with its solution. A team of Veoci professionals, including Solutions Engineers and Customer Service Managers (CSMs), remain available to provide ongoing support and input as part of our commitment to helping customers maximize the value of their solution. If a customer requires additional features DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 35 Eagle County General Services Final 5/14 or significant changes to the existing solution, Veoci will respond to these requests and bill at our standing rate for professional service hours. Veoci Team Engagement The Veoci team engages with each customer implementation for an average of five hours per week until the implementation outlined in this SOW is complete with no additional fees beyond what is included in the MSA. Engagement includes weekly meetings plus offline work such as building solutions, project documentation, and completing software integrations. Should a customer need an implementation to be expedited, Veoci can be flexible if we have resources available. The Veoci team will be available to perform the implementation, beginning at the agreed upon start date and continuing through delivery of the completed solution. If implementation delays occur due to lack of customer participation or cooperation, team resources may be removed from the implementation. Team resources would then be reassigned depending on availability. Customer Participation Vital for Implementation Success Veoci’s implementation process is highly collaborative and includes regular participation from the customer’s team. Successful delivery of an on-time solution requires that customers provide data and information and respond to requests in a timely manner, as well as attend regular project status meetings to provide input on the solution. Implementations are managed from within the customer’s Support and Collaboration Room where Task management, Plans, Forms and Workflows, Reports, Dashboards, and Calendars are integrated into the Veoci platform. These tools allow Veoci to plan, control, and coordinate projects in collaboration with all stakeholders involved. All communications, action items, Tasks, and meeting minutes related to the project are logged and shared in Veoci Rooms accessible and restricted to permissioned Users. The Room Dashboards provide project status information in real-time and allow for ongoing project reporting. 4. Verified Deliverables Veoci uses the Deliverable Verification Workflow to automate the process of collecting customer acknowledgment and acceptance of each deliverable listed in the project plan. Once a deliverable has been built and undergone User Acceptance Testing (UAT) by the customer and no further additions or revisions are required to complete the deliverable, Veoci will request that the customer accept and acknowledge receipt of the deliverable. This is done through an automated Workflow process that generates an email notification for the Customer Project Manager to review and approve. The Project Management Dashboard displays the status of all project deliverables. As Deliverables are accepted and become part of the customer’s Veoci solution, Veoci considers implementation complete and is available to provide ongoing support. 5. Milestones and Deliverables 5.1. FAR Part 139 Airfield Inspection The FAR Part 139 Airfield Inspection solution provides airfield inspection forms to assist Airports with an Operating Certificate remain in compliance with FAR Part 139. 5.1.1.Up to (4) four 5100-18C based inspection tools for day, night and periodic inspections incorporated into an automated SQL report 5.1.2.(1) 18C Print Template 5.1.3.(1) Map asset overlay with default room mapping abilities 5.1.4.(1) Inspection Dashboard to easily display and access inspection record information 5.2. Wildlife Hazard Management The Wildlife Hazard Management (WHM) product assists certificated Airports to remain compliant with 139.337 and non-certificated Airports to inspect, monitor, and document per their internal WHM plan. This solution is typically combined with an Inspection and Work Order product. 5.2.1.(1) One wildlife inspection tool (typically known as a log or survey) 5.2.2.(1) One standard database of wildlife species 5.2.3.(1) Wildlife strike tool which is typically a wildlife strike report which is then integrated (2-way) with the FAA Wildlife Strike Database DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 36 Eagle County General Services Final 5/14 5.2.4.(1) PDF Print/Report Template 5.2.5.(1) Map asset overlay with default room mapping abilities 5.2.6.(1) Wildlife Dashboard to easily display and access record information 5.3. Work Order Management The Work Order Management Product allows Airports to easily create work orders to address any discrepancies found. This product, when combined with an Inspection product, assists certificated Airports in remaining compliant with 139.301 and 139.339. 5.3.1.(1) Work order process with up to (3) steps: submission, maintenance/operations review, close out 5.3.2.Up to (2) asset databases (lights and signs) for discrepancy correlations 5.3.3.Up to (1) internal integration with a Veoci Inspection solution 5.3.4.Up to (5) Custom Actions such as alerts, notifications and reminders 5.3.5.(1) PDF Print/Report Template 5.3.6.(1) Map asset overlay with default room mapping abilities 5.3.7.(1) Work Order Management Dashboard to easily display and access record information 5.4. Asset Management The Asset Management (AM) Air product allows all assets to be recorded in one location. Included information about each asset may be selected by the Airport. Examples of tool information could include the location (GPS); unique identifiers; asset types; components; dates including acquisition, expiration, and insurance; asset owner; asset data cards; images; instruction manuals; and diagrams. This product is typically integrated with the majority of Veoci’s Airport Products. 5.4.1.Up to (3) asset-based tools; ex. Vehicle assets, ARFF equipment 5.4.2.Up to (3) PDF Print/Report Templates 5.4.3.Up to (3) map asset overlays with default room mapping abilities 5.4.4.(1) Asset Management Dashboard to easily display and access asset record information 5.5. Vehicle Inspections / Fleet Management The Vehicle Inspection product assists Airports in managing and documenting their vehicle inspection needs. Typical inspections for this solution include daily vehicle check- in/check-out inspections, vehicle logs, preventative maintenance inspections, and vehicle security inspections. 5.5.1. (2) Vehicle forms; suggested as inspection and maintenance log 5.5.2.(3) Custom Actions such as alerts, notification or reminders 5.5.3.Up to (2) PDF Print/Report Templates 5.5.4.(1) Map asset overlay with default room mapping abilities 5.5.5.Up to (1) internal integration with a Veoci Asset Management solution 5.5.6.(1) Vehicle Management Dashboard to easily display and access record information 5.6. Safety Management System (SMS) The Safety Management System (SMS) Product is a framework based on FAA recommendations that an Airport can adopt to help anticipate and address safety issues before they lead to an accident. Airports can use this SMS Product to deal with accidents and near misses proactively and apply lessons learned to improve safety and efficiency. This product may be integrated with any internal Veoci product and is typically used with an Inspection Product. Examples of uses include audit checklists, risk matrix, SRA and TRA tracking, mitigation management, reporting (public, private, anonymous), and analytics. 5.6.1.Up to (5) Management tools 5.6.2.Up to (10) Custom Actions such as alerts, notification and reminders 5.6.3.Up to (3) PDF Print/Report Templates 5.6.4.(1) Map asset overlay with default room mapping abilities 5.6.5.(1) SMS Dashboard to easily display and access asset record information DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 37 Eagle County General Services Final 5/14 5.7. ARFF Management The ARFF Management product allows an Airport to easily manage and display select ARFF inspections and records. 5.7.1. (2) ARFF related inspection forms; suggested SCBA and Equipment Checks 5.7.2.(1) Training record entry form 5.7.3.(3) Custom Actions such as alerts, notification or reminders 5.7.4.Up to (3) PDF Print/Report Templates 5.7.5.(1) Map asset overlay with default room mapping abilities 5.7.6.Up to (1) internal integration with a Veoci Asset Management solution 5.7.7.(1) ARFF Management Dashboard to easily display and access record information 5.8. Lease Management Airport Lease Management assists with Airport's identified needs to track and visualize the location of assets on maps and manage financial and contractual components of an Airport’s leasing and property management programs. The consolidation of all documentation along with automatic notifications and public portals allows for seamless communication between Airport departments and tenants. Examples of uses include managing tenant databases, keys, properties, concessions, and lease payments, waiting lists, communications, invoice generation, permitting, based aircraft and insurance, and compliance tracking. 5.8.1.Up to (5) Management tools 5.8.2.Up to (10) Custom Actions such as alerts, notification or reminders 5.8.3.Up to (3) PDF Print/Report Templates 5.8.4.(1) Map asset overlay with default room mapping abilities 5.8.5.Up to (1) internal integration with a Veoci Asset Management solution 5.8.6.(1) Lease Management Dashboard to easily display and access record information 5.9. Integrations Included in the SOW There are no integrations, other than internal Veoci integrations listed as deliverables, included within this SOW. 5.10. Platform-wide Functionality Veoci will provide the following, out-of-the-box functionality, available for immediate use, for any use-case, for all licensed Users: ● Real-time system Chat ● Private messaging ● Interactive Maps with annotations, layers, traffic, and User locations ● Task assignments and tracking ● File sharing/document management ● Two-way email, SMS, and Phone Notifications ● Contact Lists ● Form, Workflow, and Dashboard building ● Reporting ● Veoci API ● Custom Actions 5.10.1.Mapping Veoci is an Esri partner and provides ArcGIS as part of the platform, with Google Maps also offered as an alternative option. Veoci will provide a real-time integration with Maps which allows Users to: ● Draw annotations (i.e., points, lines, polygons) and labels ● Enable/disable layers of location data coming from Veoci content such as Forms, Workflows, and Tasks ● Enable/display GIS layers ● Saved dynamic Map links (Map Saved Views) ● Saved Map images DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 38 Eagle County General Services Final 5/14 5.10.2.Reporting In addition to the Reports outlined in the SOW, the customer will be provided with our self-service, point-and-click tool for creating custom “Saved View” Reports and Dashboards. These powerful consoles allow filtering, sorting, highlighting, column selection, groupings, aggregate calculations, and charting. 5.10.3.Application Building/Customization Veoci provides self-service, point-and-click Administrator tools for making configurations and customizations to the solutions outlined in the SOW. Notably, these Administrator tools can be used to build new solutions. The customer will be able to use these Administrator tools to continually improve their solution and build new solutions as needed. 5.10.4.User Management/User Roles The customer will be allowed to designate a set of Administrator accounts as responsible for the creation and deletion of User accounts. All of these Administrator accounts will have the same permissions. This User management is done through our self-service interface. Beyond this User management functionality, User accounts can be created directly within a Room (typically created for an incident). Those User accounts expire when the Room is closed. The customer will have the ability to create User Roles. An individual User account is assigned a Role within a Room. A User account can be assigned one primary role and any number of additional roles within the Room. Roles are useful for assigning Tasks, assigning Workflow entries, and managing access. i. 5.10.5 Multi Factor Authentication Multi-factor authentication (MFA) is a process where a user is prompted during the sign-in process for an additional form of identification, such as to enter a code to login in to the system. The MFA process is standard: Enter your password as usual at the Veoci login screen. As an additional step you will be prompted to receive a 5-digit code to your associated email or SMS number on account. Enter that code for login. 6. Training For the Statement of Work included here, Veoci recommends the training program described below. Based on the size and complexity of the customer’s operation, additional training needs may be identified throughout the implementation and can be provided using Professional Service hours to tailor and deliver customized training. 6.1. End User Training Following the delivery of each of the milestones described in the SOW, Veoci will provide up to one (1) hour of end user training that covers basic navigation and use of that portion of the total solution. 6.2. Veoci Administrator Boot Camp Sessions Veoci employs a train-the-trainer framework, so that post-implementation and training, customer Administrators will be empowered to train end Users to use the specific Veoci solutions. Veoci will provide three half-days of in-depth, virtual training sessions for (2) bootcamp seats. These sessions are designed to provide customer-designated Administrators with the skills necessary to manage, maintain, and modify the solution and to add processes and methods as needed. The Boot Camp course(s) listed below are appropriate for this implementation: Incident Management: Veoci Administrator Training Business Continuity: Veoci Administrator Training Level 1 - Admin Boot Camp Level 2 - Admin Boot Camp Advanced Airport Solution Administrator Training 7. Optional - Professional Services for Solution Customizations Veoci is extremely flexible and can be easily configured and reconfigured to adapt to changing business processes. Veoci Solutions Engineers tailor solutions to meet customer’s specific DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 39 Eagle County General Services Final 5/14 business needs through the use of Professional Service Hours. Professional Service Hours can also be used by customers to finalize their solution at inception in order to have a completed solution that is available for use immediately. (10) hours of professional services are recommended for this SOW however they have not been added to the pricing proposal. The customer can direct these hours to be used for: ● Point-and-click customizations to solutions ● Building additional solutions using our point-and-click interface ● Creating/updating print templates for Forms, Workflows, and Task Types ● Developing custom training material ● Solution design consulting 8. Assumptions & Work Requirements In addition to any other responsibilities or duties described in this SOW, set forth below is a list of the obligations for which the customer is responsible, and assumptions upon which Veoci has relied in creating this SOW. ● The customer will identify, and make available for the duration of this project, one primary contact to act as Project Lead. ● The Customer Project Lead will brief their project team on Veoci and the customer’s goals and objectives prior to the kick-off call. ● The customer holds primary responsibility for data quality of sufficient standards to achieve customer goals. ● Customer data for migration must be in the format specified either in the Deliverable or as detailed by the Veoci implementation team following initial requirements gathering. Data to be migrated must be ready for upload, in addition to being in the specified format (CSV file, PDF, etc.). For example, if importing into a field that accepts blue/red/green as attributes, entries can not include lime green. The customer will cooperate in good faith with Veoci in its performance of this SOW by: ● Allocating sufficient resources and time to perform any tasks reasonably necessary to enable Veoci to perform its obligations under the SOW. ● Delivering in a timely manner any customer collateral and other obligations required for each Milestone included in this SOW. ● Responding in a timely manner to Veoci’s inquiries related to the SOW. ● Actively participating in scheduled project meetings, completing accurate and timely information, data and feedback all as reasonably required. Integration Requirements To successfully complete an integration, Veoci will require assistance and cooperation from the customer as well as the integrating vendor. Integrations often require access credentials, sample data, and testing before being completed. Veoci exposes a REST API that can be used by other systems to send data to Veoci or query data from Veoci. Use of this API is included in this SOW. Veoci also has a console for configuring connections with APIs exposed by other systems - specifically ones that are accessible via the web and output either XML or JSON data. An unlimited number of these connections can be established by the customer. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 40 Eagle County General Services Final 5/14 Veoci can also connect with a web-facing SFTP site or an AWS S3 bucket to run a scheduled import of either CSV or XLSX data. This functionality is not self-service and needs to be configured by the Veoci team at an additional cost. For new integrations that Veoci has not yet implemented, Veoci will work to implement a direct integration through REST API call to this system. Veoci’s API integrations are highly flexible and can be implemented easily; however successful integration is dependent on the application that is being integrated. Veoci will work with the customer and the application vendor to implement the integration to accomplish the goals specified by the vendor wherever possible. Should an API integration not be feasible other options such as flat file upload via a SFTP or S3 bucket can be explored as well. Functionality related to non-standard integrations may require additional configuration by the Veoci team, which will be provided at an additional cost. Data Migration Requirements Customer data for migration must be in the format specified either in the Deliverable or as detailed by the Veoci implementation team following initial requirements gathering. Data to be migrated must also be ready for upload, in addition to being in the specified format (CSV file, xlxs). For example, if importing into a field that accepts blue/red/green as attributes, entries can not include lime green. Legacy data provided to Veoci in a format other than that agreed upon will create an error in the system and not allow it to be uploaded. Veoci will not correct data errors, thus it is vital that the data provided to Veoci be in the exact format as agreed upon. 9. Veoci Solutions Building Blocks Veoci tools are the elements that provide specific functionalities within Veoci solutions. During implementation, Veoci Solution Engineers select the tool or combination of tools to configure the solution based on the customer’s goals, existing processes, and available data. Alerts, Notifications, and Check-Ins Alerts, Notifications, and Check-ins can be configured for individuals or groups based on actions or conditions. Notifications include phone calls, conference calls, text/SMS, email, and mobile app Alerts. Additional costs are associated with configuring and on- going fees for conference calls. Custom Actions Custom Actions allow Administrators to define additional events to be triggered after someone creates or updates a Form Entry, Workflow, or Task. Dashboards Dashboards provide a visual summary of key information and metrics in one easily accessed location. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 41 Eagle County General Services Final 5/14 Forms Forms are used to collect data in a structured format. Forms also serve as databases, often replacing multiple spreadsheets, and as ways to populate fields on Maps and Dashboards. Veoci provides considerable flexibility to configure fields included in Forms, and entries can include text, numbers, email addresses, selection options, date, and time fields. Lists Lists allow individual members to be grouped together for common activities or notifications. Members can be both customer employees and outside stakeholders, such as local emergency responders. A robust system of permissions manages individual member access to ensure appropriate and secure access to the Veoci platform. Mapping Capabilities Veoci provides its own comprehensive mapping program and intuitive, real-time integration with other GIS software. Users can enable or disable layers of location data coming from Veoci content such as Forms, Workflows, and Tasks. Users can also add annotations (i.e., points, lines, polygons) and labels to Maps and enable or disable GIS layers. Plans Plans are repeatable Room Templates that can be launched when a Plan is triggered. Plans can be used to instantly create Rooms that are prepopulated with Dashboards, Workflows, contact lists, required documents, Tasks, and other Templates. Print Views Print Views are customized views of a Form or Workflow entry that can be printed, emailed, exported to PDF, or added to Veoci Dashboards to provide situational awareness. Many Veoci solutions include default Print Views, especially those needed for regulatory reporting or compliance. Customized Print Views can be created as needed. Print Templates are designed using a WYSIWYG or HTML. Reports Reports are created to capture and present information to stakeholders, both within and outside of Veoci. Reports are exported from Veoci using PDF print templates. Summary information from Reports is often displayed on Dashboards. Rooms A Room is a collaboration space in Veoci that contains tools for gathering information and making decisions. Rooms can have cascading or descendant Rooms—known as Side Rooms. Almost all end User activity occurs in a Room or Side Room. Saved Views Saved Views are customized views of Form or Workflow entries that are configured to show specific information in a distinct format. Saved Views are used to display information grouped by defined criteria. Saved Views can be created for Forms, Workflows, and Tasks. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 42 Eagle County General Services Final 5/14 Tasks Tasks assign a specific responsibility or action to an individual. Tasks can be configured to include structured work requests, categories of Tasks, priorities, and Map locations. Workflows Workflows are used to automate work processes. The customer defines the people, data, and process involved, and Veoci manages the flow of information and provides transparency, reminders, escalations, and Reports. Workflows also include automatic conditional steps and assignments for those situations when processes follow alternative flows. DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 43 Eagle County General Services Final 5/14 Exhibit C Certificate of Insurance DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 4/1/2022 Fred C.Church Insurance 41 Wellman Street Lowell MA 01851 Josh Trowbridge 800-225-1865 978-454-1865 jtrowbridge@fredcchurch.com Great Northern Insurance Co.20303 GREYWAL-01 Federal Insurance Company 20281VEOCI,Inc. Grey Wall Software,LLC 195 Church Street New Haven CT 06510 Underwriters at Lloyds of London 15792 Scottsdale Insurance Company 41297 Columbia Casualty Company 31127 394605152 A X 1,000,000 X 1,000,000 10,000 1,000,000 2,000,000 X 35929481 3/7/2022 3/7/2023 1,000,000 A 1,000,000 X X 73566408 3/7/2022 3/7/2023 B X X 10,000,000798744333/7/2022 3/7/2023 10,000,000 B X N 71738811 3/7/2022 3/7/2023 1,000,000 1,000,000 1,000,000 C D E Professional Liab /Cyber Liab W1F2B4220601 EKS3421060 652330533 3/7/2022 3/7/2022 3/7/2022 3/7/2023 3/7/2023 3/7/2023 Ea.Occ./Aggregate Retention $15,000,000 $25,000 With respect to operations of the named insured,Eagle County is included as additional insured on the General Liability policy as required by written contract. All coverage is subject to policy terms and conditions and the written agreement between the named insured and the additional insured(s). Eagle County P.O.Box 850 Eagle CO 81631 DocuSign Envelope ID: E5C44F1D-75C7-494A-8ABD-B7E2CE618E02