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Item C23 C.23 County of Monroe P W ;� w 1rJ� BOARD OF COUNTY COMMISSIONERS r,�� Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tem Holly Merrill Raschein,District 5 y Michelle Lincoln,District 2 James K.Scholl,District 3 Ij David Rice,District 4 County Commission Meeting March 22, 2023 Agenda Item Number: C23 Agenda Item Summary #11843 BULK ITEM: Yes DEPARTMENT: Budget and Finance TIME APPROXIMATE: STAFF CONTACT: Julie Cuneo (305) 292-4460 N/A AGENDA ITEM WORDING: Approval to waive Monroe County purchasing policy and enter into an agreement with Bonfire which acquired DemandStar, the current procurement platform used to advertise competitive bid solicitations. ITEM BACKGROUND: Since 2001, the County has been using DemandStar as its procurement platform for advertising competitive bid solicitations. Vendors register to use the platform but have limited free access. Last year, GTY Technology's Bonfire Business Unit acquired DemandStar. Bonfire provides a much more robust eProcurement cloud-based platform and has numerous functionalities that will improve efficiency for County staff. These include online bidder responses, online selection committee evaluation, automatically generated scorecards, and a contract and performance management module. The platform also allows for RFP, RFS, RFQ, Quotes, and Contract templates to be set up to streamline these functions for County Contract Mangers and County Attorneys. In addition, bid documents will be available to view by the general public at no cost to them, thus reducing Public Record Requests. Bonfire provides Vendors free access to the platform. It may also be used for all procurement, not just for competitive solicitations. The Purchasing Office had been reviewing other platforms to find one with more functionality. With this acquisition, the Purchasing Office has concluded that using Bonfire will be in the best interest of the County. All of the existing vendors registered on DemandStar will automatically be carried over to Bonfire. Should the County switch to a different vendor, it would take months to get all the vendors signed up for the new platform, should they even decide to do so. All bids that are part of the DemandStar platform are being transferred to the Bonfire Platform. The County would not lose the archived documents on DemandStar. The number of government agencies in Florida switching to Bonfire is growing. The combined number of vendors from DemandStar and Bonfire will provide the County with a larger pool of bidders. Bonfire also offers a contract management module that integrates with the procurement platform, which is typically more economical and Packet Pg. 987 C.23 efficient. The County wishes to waive the Purchasing Policy requirement of three quotes and enter into a one- year agreement for the procurement and selection committee evaluation platforms, with intentions of adding the contract management module in the next fiscal year. PREVIOUS RELEVANT BOCC ACTION: On May 16, 2001, the board granted approval and authorized the execution of an Agency Membership Agreement between Monroe County and DemandStar by Onvia. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: Bonfire Agreement 3_22_23 FINANCIAL IMPACT: Effective Date: 3/15/2023 Expiration Date: 3/15/2024 Total Dollar Value of Contract: $15,000 Total Cost to County: $15,000 Current Year Portion: $15,000 Budgeted: Yes Source of Funds: CC_06030 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: No Additional Details: $15,000.00 03/22/23 001-06030 - PURCHASING $15,000.00 Budgeted in SC_00036 - Other Contractual Services Packet Pg. 988 C.23 REVIEWED BY: Tina Boan Completed 03/06/2023 9:13 AM Christine Limbert Completed 03/06/2023 6:10 PM Purchasing Completed 03/07/2023 9:00 AM Lindsey Ballard Completed 03/07/2023 9:41 AM Board of County Commissioners Pending 03/22/2023 9:00 AM Packet Pg. 989 lhiry � iilil� ll � i i Y� ': I � li IRIi� ulllih��lll lily Ilq r velop Bonfire CL Assistant MONROE COUNTY or, Purchasing � � QoS Simonton Key West FL 33040 CN CN Submitted on December 15[M1 2022 I�IIII�I� I Ail ° IIIII IIIIIIIIIII I IIII IIIIIIIIIIIIIIIIIIIIIIII uumuuuuuuulmuuumllllll I II umuuimuuuulmiiuuidll�� Packet Pg. 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Invoice for $15,000 will be sent on the start date as stipulated above (date of signature) Payment terms are Net 30. 4- a 0 E c� 6; Bonfire Packet Pg. 997 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire TERMS AND CONDITIONS 1. LICENSE. Bonfire Interactive Ltd. ("Bonfire") hereby grants to Customer (identified on the Order Form), for internal use by Customer, its agents, contractors, employees and suppliers 0 (collectively, the "Users") a non-transferable, non-exclusive, non-sub-licensable right and license (the "License") to access and use the services identified on Schedule A(collectively, the "Platform Services") during the Term (as outlined on the Order Form). The Platform Services shall be made available on-line at bonfirehub.com or bonfirehub.ca (or such other URL as Bonfire may designate from time to time) (the "Site") from a third party hosted facility, located in the country specified on the Order Form, and/or other systems used by Bonfire to host the Platform Services in the country specified on the Order Form (collectively, the "Systems"). Platform Services may be amended, enhanced or modified from time to time by Bonfire. Users shall access the Platform Services by means of a specific account (the "Customer's Account") using individual User login names and passwords ("Passwords") provided by Bonfire. Bonfire shall enable the Platform Services and provide the Passwords on the Plan Start Date (identified on the Order Form). The Customer is responsible for the confidentiality and use of its Passwords and Customer Account, and in no event shall Bonfire be liable for any loss of information of the Customer or other claims arising from unauthorized access to the Platform Services as a result of the failure by Customer to protect 0. the confidentiality of its Passwords and Customer Account. Bonfire is also responsible for the confidentiality of the Passwords and Customer Account provided to Customer and shall in all events be liable and indemnify Customer for any breach of this provision. c� 2. USE. The License and Support (as defined in Section 3 below) is granted exclusively for Customer's internal use, and the Customer is solely and exclusively responsible: a. For the collection, accuracy, currency, quality, legality, completeness and use of Customer Data (as defined in Section 7.2 below) that is stored on the Systems76 0 disclosed to or used by Customer or Users in connection with the Platform Services; 0 b. For the content of all communications (including without limitation, any transfer of signs, signals, text, images, videos, sounds, data or intelligence of any nature < transmitted in whole or in part electronically the "Electronic Communications") while using Customer's Account; I c. To ensure that it and the Users will not use the Platform Services to communicate, by I way of Electronic Communication or otherwise, any message or material that (1) is libelous, harmful to minors, obscene or constitutes pornography; (2) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (3) would otherwise give rise to any 2, breach of confidentiality or privacy laws, or any civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law 4- or regulation; 0 d. To ensure that the use of the Platform Services by any User is limited to the rights outlined herein; and the Customer shall not permit Users, directly or indirectly, to do (and shall be responsible for any violation of) any of the following acts: c� i. Reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform Services; ii. Modify, translate, or create derivative works from the Platform Services; 1 Packet Pg. 998 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a 5 �!� � III III II ti 1 Bonfire iii. Rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit the Platform Services; iv. Publish or disclose to third parties any evaluation of the Platform Services without Bonfire's prior written consent; 0 v. Violate any local, state / provincial, federal or foreign law, treaty, regulation or convention applicable to the Customer in connection with Users' use of the Platform Services; vi. Access data or log into a server or account on the System that the Customer is not authorized to access, or access or tamper with other customer accounts of Bonfire; vii. Willfully tamper with the security of, or probe, scan or test the vulnerability of, any of the Systems, or render any part of the Systems unusable. viii. Sharing of Customer's Account with multiple individuals to circumvent license allocation as defined on the Order Form. 3. SUPPORT AND MAINTENANCE. Bonfire shall provide general maintenance services and technical support in respect of the Platform Services ("Support") throughout the Term, during Business Days (as defined in Schedule A). The Customer acknowledges that the Support will not be available during System maintenance periods for purposes of upgrades and maintenance to the Platform Services and/or System. Downtime for such System S maintenance periods shall only occur between the hours of 11:00 pm and 6:00 am Eastern Standard Time ("Downtime") unless there is a defect that renders the Platform Services unavailable in which case Bonfire shall take steps to correct such deficiency immediately. Otherwise, Bonfire will make reasonable efforts to announce the scheduled Downtime via email to the Customer's designated e-mail address. Support does not include services required as a result of (i) User misuse, improper use, alteration, or damage of the Platform 0 Services; (ii) any problem caused by modifications in any version of the Platform Services 76 not made or authorized by Bonfire; (iii) any problem resulting from the Customer combining or merging the Platform Services with any hardware or software not supplied by Bonfire, or not identified by Bonfire as compatible with the Platform Services and/or Systems, or (iv) any custom development services outlined on Schedule A hereto. Optional additional services which may be provided by Bonfire at the request of the Customer are as outlined on NI Schedule A hereto. NI I 4. SERVICE LEVEL AGREEMENT. Bonfire shall provide the Platform Services at a service level described in the Service Level Agreement outlined on Schedule B hereto. 5. CUSTOM DEVELOPMENT. In the event the Customer wishes to have Bonfire provide additional custom development and/or services at any time during the Term, the parties will negotiate the terms and conditions of such additional services, and enter into a mutually agreeable contract which, among other things, will address which party will own any and all 0 intellectual property developed as a result. 6. FEES, PAYMENTAND TAXES. CU c� 6.1.Fees. Fees for the License, Platform Services and Support (collectively the "Fees") are based on (i) the Plan Type selected by the Customer, and/or (ii) the number of records ("Records") that the Plan Type includes, each as defined on the Order Form. 2 Packet Pg. 999 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire 6.2.Payment. a. General. All Fees are quoted in American currency unless otherwise stated on the Order Form; and are non-refundable except as may otherwise be provided in this 4- Agreement. The Fees in an Order Form apply for the Initial Term. a b. Invoicing. Fees will be invoiced in advance and will be due on such dates and for such amounts as indicated on the invoices provided by Bonfire to the Customer. c. Expenses. The Customer shall pay Bonfire for all pre-approved costs and expenses incurred by Bonfire in providing any Support to the Customer (in excess of that provided as outlined in the Support and Maintenance Section contained herein) within 45 days of receipt of invoice from Bonfire, unless otherwise specified. The Customer is responsible for all its internet connection charges related to the use of the Platform Services. d. Suspension of Service. If Fees on any Customer Account are not paid by the due date, in addition to any other rights and remedies Bonfire may have (including interest owing, and the termination rights set forth herein), Bonfire reserves the right to suspend the Customer Account without liability to Bonfire, until such account is paid in full. "Suspended Account" means that all attempts to create new projects in Bonfire will be blocked and all Support will cease until the Customer makes the full payment due and owing, including any interest and other charges accruing during the 0. suspension period.A Suspended Account does not remove the Customer's obligation to pay those amounts outstanding to the date of such suspension or thereafter for the remainder of the Term, as the case may be. c� 7. OWNERSHIP AND CONFIDENTIALITY. 7.1.lntellectual Property. The Customer acknowledges and agrees that the Platform Services, and all intellectual property rights therein (including without limitation, copyrights, patents, 0 trade secrets, trademarks, moral rights and other intellectual property rights, in and to the 76 Platform Services, and all modifications, changes, enhancements, or additions thereto (whether initiated by the Customer or otherwise), and all intellectual property rights relating to the provision of Support in respect of the Platform Services (collectively, "Bonfire IP"), are owned or licensed by Bonfire. Except for the License granted hereunder, nothing in this Agreement gives the Customer any right, title or interest in, to or under any of the Bonfire IP, NI and to the extent the Customer acquires rights in the Bonfire IP, Customer assigns such NI rights to Bonfire and waives any moral rights it may have in the Bonfire IP to and in favour of Bonfire. All Bonfire IP shall be deemed to be Confidential Information (as defined below), and the Customer shall be bound by all confidentiality provisions. 7.2.Customer Data. "Customer Data" means any data, information or other materials of any nature recorded in any form whatsoever, disclosed or provided to Bonfire by the Customer and by the Users in the course of using the Platform Services, including all information generated by the Users' use of the Platform Services. The Customer retains all right, title and M interest in and to all Customer Data. The Customer Data shall be deemed to be Confidential Information (as defined below) of the Customer, and Bonfire will restrict access to Customer's Confidential Information to those Bonfire employees, consultants and/or subcontractors who have a need to access the Customer Data in order to provide the Platform Services and Support and have agreed to be bound by the confidentiality provisions outlined herein. The Customer agrees that it is solely and exclusively responsible for the collection, accuracy, currency, quality, legality, completeness and use of Customer Data that is stored on the System, disclosed to or used by Customer or Users in connection with the 3 Packet Pg. 1000 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a 5 �!� � III III II ti 1 Bonfire Platform Services, and for compliance with all applicable laws and regulations in the appropriate jurisdiction, including without limitation with respect to privacy, non-disclosure and confidentiality. 4- a 0 7.3.113onfire Access and Use. Bonfire shall have the right, in its sole discretion, to access the Customer's Account from time to time, for purposes of Support, administration, anonymized data aggregation, invoicing and to inspect the Customer's utilization of the Platform Services so as to ensure Customer's compliance with the provisions of this Agreement. 7.4.113onfire Press Release. Customer agrees that Bonfire may issue a press release identifying Customer as a Bonfire customer and describing Customer's utilization and the benefits that Customer receives from use of Bonfiire's services, subject to the Customer's prior review and approval of same. 7.5.Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party that is disclosed to the other party pursuant to this Agreement, and includes without limitation all Passwords, Customer Account information, Customer Data, Bonfire IP, and the terms and conditions of this Agreement. Each party agrees to keep all Confidential Information disclosed to it by the other party strictly confidential, in the same manner as it protects the confidentiality of its own information and data (at all times exercising at least a reasonable degree of care in the protection of the Confidential Information). Confidential Information shall not include information which: (a) is known publicly; (b) is generally known in the industry before disclosure; (c) has become known publicly, without fault of a party, subsequent to disclosure by the other party; or (d) has been otherwise lawfully known or received by a party. This section will not be construed to prohibit the disclosure of Confidential Information if required by law or order of the court or other governmental authority, provided that a party shall give the other party prompt notice of such request, so that the other party has a reasonable time 76 to attempt to limit or prevent such disclosure. Upon termination of this Agreement, all copies of all Confidential Information shall be either returned to the applicable party or destroyed, at the discretion and written direction of the other party. 8. PERSONAL INFORMATION. I CN cN 8.1.Definition and Permitted Use. I a. For this Agreement, "Personal Information" means any information that Bonfire collects, receives, or obtains, from or on behalf of Customer or any of its Authorized Users that identifies a specific individual or by or from which a specific individual may be identified, such as the individual's name, address, or social security number, and any other information relating to an identified or identifiable individual. Personal Information includes 0 the information of or pertaining to Customer's personnel, directors, officers, agents, providers, contractors, investors, or customers. b. Bonfire shall not cause or permit any Personal Information to be processed in any manner or for any purpose other than the performance of the Services in compliance with the restrictions in this Agreement and all applicable Laws. 4 Packet Pg. 1001 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire 8.2.Ownership and Treatment of Personal Information. As between Customer and Bonfire, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to Personal Information. Bonfire shall: 4- a a. Process Personal Information for the sole purpose of performing the Services and in 0 compliance with: (i) this Agreement or as Customer may expressly direct in advance in writing; and (ii) all applicable data protection laws; and b. Notify Customer in writing if Bonfire becomes aware of any unauthorized access, use or other unauthorized act respecting Personal Information. 3. Customer as Controller. Customer agrees that if Customer, or any data submitted by Customer to the Platform Services, is subject to the General Data Protection Regulation ("GDPR"), or related laws including related laws of European Union member states: (i) Customer is the data controller of such data and Bonfire is a data processor of such data; and (ii) Customer further represents that Customer has undertaken all requirements to comply with all privacy and data protection laws including but not limited to GDPR. Such requirements may include but are not limited to maintaining adequate records and registration requirements with supervising or other regulatory authorities. 2 4. Legitimate purpose/consent. Customer agrees and represents to Bonfire that all personal information Customer collects, provides, or otherwise uses in any way in relation to the Bonfire Service is necessary for Customer's legitimate interest and is not overridden by fundamental rights of the subject individual, and otherwise that Customer has all rights and obtained all necessary consents to collect, provide, manage, all personal information Customer provides to Bonfire for any purpose. Customer further represents and warrants that Customer will not collect, provide or otherwise use in any way in relation to the Bonfire Service any special category of personal data as described in GDPR. 9. TERM AND TERMINATION. 0 9.1.Term. The License and Support shall commence on the Plan Start Date (as outlined on the Order Form) and shall continue for the Term outlined on the Order Form (the "Initial Term"), unless earlier terminated in accordance with the provisions of this NI Agreement. NI 9.2.Suspension of Service. Bonfire may, at its sole option, and in addition to any other right herein, notify the Customer that it has a Suspended Account effective immediately in the event of any breach of payment of Fees as outlined in Section 6.2 above, or a breach of any provisions related to intellectual property or confidential information, or a breach of any provisions outlined in Section 2.d. 9.3.Termination. This Agreement may be terminated as follows upon the occurrence of any of the following events: 0 a. Immediately by Bonfire, if the Customer fails to make payment of undisputed Fees within 45 days of receiving written notice from Bonfire; b. Immediately by either party, if the other party breaches any of the obligations or provisions of this Agreement and fails to remedy such breach within 30 days of written notice from the party of such default; 5 Packet Pg. 1002 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a III III III III III ti ains 5uI"m�,,,,,,1 Bonfire C. Immediately on written notice by either party if the other party (A) ceases or threatens to cease to carry on its business, commits an act of bankruptcy, makes an assignment or bulk sale of its assets, or proposes a 4- compromise or arrangement to its creditors, or (B) is subject to any a proceeding that is taken to (i) compromise or make an arrangement with that party's creditors, (ii) obtain an order to assign that party into bankruptcy or windingup that party, or (iii) obtain an order to appoint a receiver over any part of that party's assets, and in each case, such proceeding is not dismissed within 60 days of such proceeding being initiated; and d. Immediately on written notice by either party if the other party breaches or threatens to breach any provision of Section 7 of this Agreement. 9.4.Effect of Termination. Upon the effective date of termination, the License and all Support shall terminate and: a. Each of the parties shall deliver or destroy, at the direction of the other party, all Confidential Information of the other party which is in its possession, care or control, provided that the Bonfire, on request by Customer, shall be permitted 10 business days to provide Customer with a backup copy of all Customer Data located on the Platform Services ; c� b. Customer shall pay to Bonfire all undisputed Fees accrued and owing up to the effective date of termination or Bonfire shall reimburse to Customer all pre-paid Fees on a pro rata basis for that portion of the Term following the effective date of termination; 0 C. The provisions dealing with intellectual property, confidential information, 76 liability and indemnification of this Agreement shall continue in force following effective termination; and d. Each of the parties shall have all remedies which are available to it at law or in equity. CI cN cN I 10. INSURANCE. Bonfire shall, at its own cost and expense, procure and maintain in full force and effect during the Term, policies of insurance from licensed and reputable insurance carriers covering the operations of Bonfire and its potential liabilities pursuant to this Agreement. 11. WARRANTIES AND DISCLAIMERS. 4- 11.1.Software Limited Warranty. Bonfire warrants that the Platform Services will 0 operate in substantial conformity with the applicable written documentation provided by Bonfire. For any breach of this warranty, Customer's remedy shall be that Bonfire will, at its expense, correct any errors identified by Customer in the Platform Services, in addition to any other remedy that might be available to Customer for such breach by Bonfire. Bonfire also warrants that it will maintain the Platform Services at reputable third party Internet service providers and hosting facilities. Bonfire warrants that it has implemented commercially 6 Packet Pg. 1003 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire reasonable security measures, including without limitation, technical, physical and procedural controls to protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors 4- employed by Bonfire, whether by accident or otherwise. However, the Customer a acknowledges and agrees that, notwithstanding such security measures, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Platform Services and Customer Data. Accordingly, Bonfire cannot and does not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet. For any breach of the foregoing warranties, Bonfire shall pay to Customer all damages the Customer suffers in connection with such breach, subject to the limitations set out in Section 11.3. 11.2.Exclusions. Except as expressly stated in this Section 11, there are no representations, warranties or conditions (whether implied or arising by statute or otherwise in law or from a course of dealing or usage of trade) for the Platform Services or Support, and BONFIRE DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR 0 0. OTHERWISE, OR NON-INFRINGEMENT. Bonfire does not warrant that the functions contained in the Platform Services will meet the Customer's requirements or that the operation of the Platform Services will be uninterrupted or error-free. c� 11.3.Limitations of Liability. UNLESS PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, WHETHER OR NOT FORESEEABLE, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOST PROFITS OR REVENUE, OR FAILURE TO REALIZE EXPECTED SAVINGS, EVEN IF THE > PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF BONFIRE FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CAUSE OF CI ACTION GIVING RISE TO THE LIABILITYAROSE. CN M I I 12. INDEMNIFICATION. 12.1.113onfire Indemnification. Bonfire shall, at its own expense, defend Customer in any action, suit or claim by a third party alleging that the Platform Services (when used as authorized under this Agreement) infringe any United States or Canadian patent, 4- trademark, trade secret, copyright or any other proprietary right of such third party (an a "IP Claim") and shall pay settlement amounts agreed by Bonfire and/or any losses, damages, liabilities, expenses, or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against Customer by a court of competent jurisdiction in such IP Claim. As conditions for such defense and satisfaction by Bonfire, (i) Customer shall notify Licensor promptly in writing upon becoming aware of all pending IP Claims; (ii) Customer shall give Licensor sole control of the defense and settlement of such IP Claims; (iii) Customer shall cooperate fully with Licensor in the defense and/or settlement of such IP Claims; and 7 Packet Pg. 1004 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a 5 �!� � III III II ti 1 Bonfire (iv) Customer shall not settle any IP Claims without Licensor's consent, or compromise the defense of any such IP Claims. 12.2.Mitigation. Notwithstanding the foregoing, if Bonfire reasonably believes that use of any portion of the Platform Services is likely to be enjoined by reason of an IP Claim then Bonfire may, at its sole option and expense: (i) procure for the Customer the right to continue using the Platform Services, as the case may be, or any portion thereof; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action described in this section; or (iii) modify the applicable software or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Platform Services as set out herein. If none of the foregoing options are commercially reasonable, Bonfire may terminate this Agreement or access to the allegedly infringing portion of the Platform Services [and refund customer any prepaid unearned fees for the Platform Services or such portion of the Platform Services.] Bonfire shall have no liability respecting any IP Claim to the extent such Claim is based upon the combination, operation or use of the Platform Services, Support with other equipment, software, apparatus, devices or things not identified by Bonfire as compatible with the Platform Services and/or Systems or in a manner inconsistent with Bonfire's specifications and instructions or this Agreement. 12.3.Procedure. Bonfire's defense and indemnity obligations in this Section 12 are subject to the following: (i) Customer promptly notifying Bonfire in writing of the Claim on becoming aware of any pending Claim; (ii) Bonfire having sole control of the defense and all related settlement negotiations with respect to the Claim, provided that no settlement shall be accepted without the prior written consent of the aggrieved party, such consent not to be unreasonably withheld, conditioned or delayed; and (iii) Customer shall cooperate fully to the extent necessary in the defense or settlement of 76 such Claim, and execute all documents necessary for the defense of such Claim and > (iv) Customer shall not settle any Claim without Bonfire's written consent, or compromise the defense of any such Claim. This section states the entire liability of Bonfire for any type of infringement or breach whatsoever of intellectual property rights of third parties resulting from or relating to the N I provision by Bonfire of the Platform Services or Support. CI I 13. GENERAL PROVISIONS. 13.1.Entire Agreement. This Agreement, and any amendments or additions thereto from time to time, constitute the entire agreement and set forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersede all prior or other agreements, covenants, arrangements and discussions with respect thereto. In the event of an inconsistency between the terms and conditions of this 0 Agreement and any other document or agreement between the parties with respect to the subject matter hereof, the terms and conditions of this Agreement shall prevail and govern to the extent necessary to remedy such inconsistency. CU c� 13.2.Relationship of Customer and Bonfire. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the parties; no party is by virtue of this Agreement authorized as an agent, employee or agent representative of the other. 8 Packet Pg. 1005 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire 13.3.Export and control restrictions. The Customer acknowledges that this Agreement and the provision of all products hereunder shall be subject to the export control laws and regulations of Canada as are in force from time to time and the Customer shall 4- comply with all such laws and regulations. a 13.4.Non-Exclusivity. Nothing in this Agreement will be construed to prevent Bonfire from marketing, licensing, selling or otherwise providing the Platform Services, Support or Systems, or any aspects of Bonfiire's technology or services to any third party. Nothing in this Agreement will be construed to prevent the Customer from obtaining services similar to the Platform Services from a third party. 13.5.Modifications and Waiver. No modification of, amendment or addition to this Agreement is valid or binding unless set forth in writing and fully executed by both parties hereto. Any waiver of any right or remedy under this Agreement must be in writing and signed by each party. No delay in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at any time. The waiver of any breach hereof or default in any payment shall not be deemed to constitute a waiver of any succeeding breach or default. 2 13.6.No Assignment. This Agreement and any rights or obligations hereunder, shall not 0. be assigned, sublicensed or otherwise transferred by the Customer by a change of control of the Customer or by operation of law. Bonfire may transfer or assign its rights and obligations hereunder without prior written approval of the Customer. This Agreement shall be binding upon and shall inure to the benefit of Bonfire and the Customer and each of their successors and permitted assigns. 13.7.Governing Law. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the 16th Judicial Circuit in and for Monroe County, Florida, and all courts competent to hear appeals therefrom. �I 13.8.Notices. Any notices, demands and other communications hereunder shall be in CI writing and shall be delivered, sent by electronic transmission, or by mail, registered or certified, return receipt requested, postage prepaid, and addressed to the parties as outlined on the Order Form. All notices shall be effective and deemed to be delivered (i) if mailed, on the fifth business day following such mailing, unless there is an interruption in the mail, in which case it shall be deemed to have been given when received; or (ii) if delivered or sent by facsimile, on the business day following the date of dispatch or the date of transmission, as the case may be. Either party may change the address for notice by giving written notice of such change to the other 0 party in the manner provided in this Section. 13.9.Severability. If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect. 13.10.Force Majeure. Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not 9 Packet Pg. 1006 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a 5 �!� � III III II ti 1 Bonfire limited to, acts of God, fire, labour difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to 4- overcome such circumstances. a 0 13.11.Authorized Reseller Status; Option to Purchase Affiliate Products. Bonfire is a subsidiary of GTY Technology Holdings Inc. ("GTY") and an authorized reseller of products and services produced and provided by other subsidiaries of GTY (such subsidiaries, "Bonfire Affiliates"). These products and services include software-as-a- service technology for the procurement and vendor supplier sourcing industry, digital services and payment technology through a software-as-a-service platform, software solutions for grants management and indirect cost reimbursement and related implementation and consulting services, software tools to streamline permitting and licensing services, and additional webbased budgeting preparation, performance, management and data visualization solutions ("Affiliate Products"). Bonfire Affiliates include Bonfire Interactive US Ltd., Sherpa Government Solutions LLC, eCivis Inc., CityBase, Inc., OpenCounter Enterprise Inc., Questica Ltd. and Questica Software Inc. In addition to the products and services that are the subject of this Agreement, Client has the option to purchase from either Bonfire, as an authorized reseller, or Bonfire Affiliates, Affiliate Products on terms and conditions, including 0. pricing, to be agreed upon in writing by Client and Bonfire or Client and the applicable Bonfire Affiliate. c� 0 76 0 N N I N I I 4- a 0 E c� 10 Packet Pg. 1007 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire SCHEDULE A—SERVICE DESCRIPTIONS AND DEFINITIONS All capitalized terms used in this Schedule shall have the meanings ascribed thereto in the 4- Agreement. This Schedule may be amended from time to time in accordance with the terms of 0 the Agreement, and is deemed incorporated into the Agreement, as amended. 1. PLATFORM SERVICES. a. Description of Platform Services. Platform Services include the following functionality (based on the modules included on the customer order form): i. Public Opportunity Portal ii. Project Management and Evaluation iii. Contract Management iv. Vendor Record Management v. Vendor Performance Management vi. Insights and Analytics vii. User Management 2. CUSTOM DEVELOPMENT AND SERVICES. The following optional custom development services are available to the Customer, the terms of which shall be negotiated by the parties. a. Data Migration Service: Importing Customer's legacy data and files into Platform Services. Exporting Customer's historical data in a structured manner out of Platform Services. 0 b. Custom Development Service: Includes any additional development that the 76 Customer would like done for integrating custom data formats, the creation of custom report formats, and any other development required to fill Customer needs. 3. BUSINESS DAYS. I a. Business Days are defined as Monday— Friday. N I b. Business Days do not include holidays, which include: I i. New Year's Day (January 1) ii. President's Day/ Family Day (Third Monday in February) iii. Good Friday (Friday before Easter Sunday) iv. Victoria Day (Monday before May 25) 0 V. Labor Day (First Monday in September) vi. Columbus Day/Thanksgiving Day (Second Monday in October) vii. Christmas Day (December 25) viii. Boxing Day (December 26) SCHEDULE B —SERVICE LEVEL AGREEMENT 11 Packet Pg. 1008 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire Bonfire understands the importance and centrality the Platform Services plays in supporting an organization's business processes. We value and appreciate the trust that each customer places in us. 4- a 0 This Service Level Agreement ("SLA") is a policy governing the use of the Platform Services between Bonfire ("us" or "we") and users of Platform Services ("you"). This SLA applies separately to each Customer using the Platform Services. Any amendments or revisions to this SLA will be in writing and agreed to by both parties. Bonfire is committed to providing reliable high-performance managed services to our customers. Our SLA has been designed to ensure the highest quality service and to provide compensation to the Customer in the event of failure to achieve the specified metrics herein. 0 1. SERVICE COMMITMENT. a. Service Availability. Bonfire will use commercially reasonable efforts to make the Platform Services available with a Monthly Uptime Percentage (defined below) of at least 99.5% during any monthly billing period. In the event Bonfire does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. b. Data Redundancy. Bonfire will use commercially reasonable efforts to provide at a minimum one (1) redundant data store for Customer Data, updated on a daily basis, during the period of the Term. c. Data Storage Term. While there exists an SLA in place between the Customer and Bonfire, Bonfire will use commercially reasonable efforts to store all Customer Data. d. Data Exportation. Bonfire will use commercially reasonable efforts to provide (i) the access or means for the Customer to export the Customer Data out of the Platform 76 Services or (ii) a comprehensive export of all Customer Data in downloadable Excel > and ZIP formats upon request. 2. SERVICE AVAILABILITY DEFINITIONS. c� a. Server Outage. A"Server Outage" is defined as an instance in which no traffic can NI pass in or out of the Bonfire managed server(s) for more than 15 consecutive minutes ("Service Unavailable"). We will calculate the Service Unavailable for each Customer as a percentage for each fifteen-minute period in the monthly billing cycle. The calculation of the number of Server Outages will not include outages that arise directly or indirectly as a result of any of the SLA Exclusions (as defined below). b. Monthly Uptime Percentage. The "Monthly Uptime Percentage" is calculated by subtracting from 100% the average of the Service Outage from each fifteen-minute in the monthly cycle. 0 3. SERVICE CREDITS. "Service Credits" are calculated as a percentage of the total charges paid by you to Bonfire for the billing cycle in which the error occurred in accordance with the schedule below. a. Service Credit Percentages: 12 Packet Pg. 1009 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a �� III III III III ti!�� III 5uI"m�,,,,,,1 Bonfire i. For Monthly Uptime Percentage equal to or greater than 99.0% but less than 99.5% - Service Credit of 1 ii. For Monthly Uptime Percentage less than 99% - Service Credit Percentage of 5%. 0 We will apply any Service Credits against future Bonfire payments otherwise due from you unless there are none, in which case Service Credits will be refunded. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 Canadian Dollar). Service Credits may not be transferred or applied to any other Customer. 4. SERVICE CREDIT PROCEDURE. To receive a Service Credit, you must submit a request by sending an e-mail message to s. 2, ort 7 obonfure,com. To be eligible, the credit request must (i) include your account URL in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident of each outage; and (iii) be received by us within ten (10) business days after the end of the billing cycle in which the errors occurred. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us, we will issue the Service Credit to you within one billing cycle following the month in which the error occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. U) 5. SERVICE COMMITMENT EXCLUSIONS. The Service Commitment does not apply to any unavailability, suspension, termination of Platform Services, or any other Platform Services performance issues (i) that result from Downtime and Service Suspensions as defined below. "Service Suspensions" means, collectively, Bonfire's right to suspend access to any portion or all of the Platform Services at any time, on a Service-wide basis: (a) for scheduled Downtime to permit us to conduct maintenance or make modifications to any Platform 76 Service; (b) in the event of a denial of service attack or other attack on the Platform Service > or other event that we determine, in our sole discretion, may create a risk to the applicable Platform Service, to you or to any of our other customers if the Platform Service were not suspended; or (c) in the event that we determine that any Platform Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory NI reasons To the extent we are able, we will endeavour to provide you email notice of any N Service Suspension and email notice regarding resumption of Platform Services following any such suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Platform Services; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension and termination of your right to use Platform 4- Services in accordance with the terms of the Agreement. If availability is impacted by factors 0 other than those used in our calculation of the Server Outage, we may issue a Service Credit considering such factors in our sole discretion. c� 13 Packet Pg. 1010 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a ADDENDUM TO BONFIRE AGREEMENT This Addendum is attached to and made a part of the Agreement between Customer and Bonfire, and the terms hereof are incorporated by this reference and are applicable to the Agreement and Order Form. Reference to the "Agreement" shall mean the Terms and Conditions, this a Addendum and any other Addenda attached thereto and Order Form placed thereunder. The °0 Agreement, terms and conditions, all addenda attached hereto, including this Addendum, and all Order Form(s)placed thereunder, fully and completely reflect the understanding and obligations of the parties. WHEREAS,the County (also referred to as "Customer")wish to enter into an agreement for competitive solicitation software and related services; and 0 WHEREAS,the Term and Conditions as set forth shall E be revised per this addendum; a� NOW THEREFORE, in consideration of the mutual promises stated herein, and for other good and valuable consideration, the parties hereby agree: 0 1. Revise 6.1 Fees to add: The Customer, as a political subdivision of the State of Florida is exempt from the payment of taxes. U) 2. Revise 6.2 Payment a. General to add: Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statute. The Customer's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 0 3. Revise 6.2 Payment b. Invoicing to add: Bonfire to submit to the County invoices with supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller ("Clerk"). Acceptability to the Clerk is based on generally accepted < accounting principles and such laws, rules, and regulations as may govern the Clerk's M disbursal of funds. NI N N I 4. Revise 7.4 Bonfire Press Release to add: Any use of the County's logo must beI expressly authorized by the Monroe County Board of County Commissioners. E 5. Revise 9.3 Termination to add: ' e. In the event that the BONFIRE shall be found to be negligent in any aspect of service, 4- the CUSTOMER shall have the right to terminate this agreement after five days written 0 notification to the BONFIRE. f. Either of the parties hereto may cancel this Agreement without cause by giving the u other party thirty (30) days written notice of its intention to do so. E g. Termination for Cause and Remedies: In the event of breach of any contract terms,the COUNTY retains the right to terminate this Agreement. The COUNTY may also < terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail Packet Pg. 1011 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach ' is not cured, the Agreement will be terminated for cause. If the COUNTY terminates a this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the °0 sum due the CONTRACTOR under this agreement prior to termination,unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the 0 COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe E County Code. h. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon 30 days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to 0 termination, unless the cost of completion to the COUNTY exceeds the funds CL remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement i. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has a� been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to 0 demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. j. For Contracts of $1,000,000 or more, if the County determines that the , Contractor/Consultant submitted a false certification under Section 287.135(5),Florida NI Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies �I with Activities in the Sudan List,the Scrutinized Companies with Activities in the Irani Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of(1)terminating the Agreement after it has given the E Contractor/Consultant written notice and an opportunity to demonstrate the agency's 2 determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 4- 287.135(4), Florida Statutes, are met. 0 6. Revised 13.6 No Assignment to read as follows: This Agreement and any rights or obligations hereunder, shall not be assigned, sublicense or otherwise transferred by E Customer or Bonfire by a change of control of the Customer or by operation of law without prior written approval of the parties. This Agreement shall be binding upon and Packet Pg. 1012 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a shall inure to the benefit of Bonfire and the Customer and each of their successors and permitted assigns. 7. Revise 13.7 Governing Law to read as follows: The rights and obligations of the parties ' and all interpretations and performance of this Agreement shall be governed by and a construed in accordance with the laws of the State of Florida applicable to contract made °0 and to be performed entirely in the State of Florida. In the event that any cause of action or administration proceeding is instituted for the enforcement or interpretation of this Agreement, the Parties agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida, lower Keys Division of the Circuit Court or the Southern District of Florida. Venue for any suits or actions of any kind and any mediation shall be in and governed by the rules of the 161h Judicial Circuit Court in Monroe County, Florida. This Agreement shall not be subject to arbitration. 8. The following provisions shall be added as follows: a� 13.12 MAINTENANCE OF RECORDS: Bonfire shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their 0 authorized representatives shall have reasonable and timely access to such records of each other CL parry to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the Customer or the Monroe County Clerk of Court and Comptroller determines that monies paid to Bonfire pursuant to this Agreement were spent for purposes not authorized by this Agreement, Bonfire C. a� shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Bonfire. 0 13.13. NON-WAIVER OF IMMUNITY > Notwithstanding the provisions of Sec. 768.28, Florida Statutes,the participation of Customer and Bonfire in this Agreement and the acquisition of any commercial liability insurance coverage, self- � d insurance coverage, or local government liability insurance pool coverage shall not be deemed a , waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by NI the Customer be required to contain any provision for waiver. �I I 13.14 COMPLIANCE WITH LAW AND LICENSE REQUIREMMENTS In providing all services/goods pursuant to this agreement, Bonfire shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, 2 rules and regulations shall constitute a material breach of this agreement and shall entitle the a Customer to terminate this Agreement. Bonfire shall possess proper licenses to perform work in M accordance with these specifications throughout the term of this Agreement. The Bonfire shall be registered with the Florida Secretary of State and submit a W-9 to the Customer. 13.15 Public Records Compliance. If applicable, Bonfire must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I Packet Pg. 1013 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a of the Constitution of Florida. The Customer and Bonfire shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Customer and Bonfire in conjunction with this contract and related to contract performance. The Customer shall have the right to unilaterally cancel this contract upon violation of this provision by Bonfire. Failure of Bonfire to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall 2 survive any termination or expiration of the contract. Bonfire is encouraged to consult with its advisors about Florida Public Records Law in order 0 to comply with this provision. As applicable,pursuant to F.S. 119.0701 and the terms and conditions of this contract, Bonfire is required to: (1) Keep and maintain public records that would be required by the Customer to perform the service. (2) Upon receipt from the Customer's custodian of records, provide the Customer with a 0 copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records a� disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the 0 records to the Customer. (4) Upon completion of the contract, transfer, at no cost, to the Customer all public records 0 in possession of the Contractor or keep and maintain public records that would be required by the Customer to perform the service. If the Contractor transfers all public records to the Customer upon completion of the contract,the Contractor shall destroy any duplicate public records that are NI exempt or confidential and exempt from public records disclosure requirements. If the Contractor NI keeps and maintains public records upon completion of the contract, the Contractor shall meet allI applicable requirements for retaining public records. All records stored electronically must be provided to the Customer,upon request from the Customer's custodian of records, in a format that 2 is compatible with the information technology systems of the Customer. (5) A request to inspector copy public records relating to a Customer contract must be made directly to the Customer,but if the Customer does not possess the requested records,the Customer 0 shall immediately notify the Contractor of the request, and the Contractor must provide the records to the Customer or allow the records to be inspected or copied within a reasonable time. c� If the Contractor does not comply with the Customer's request for records, the Customer shall enforce the public records contract provisions in accordance with the contract,notwithstanding the Packet Pg. 1014 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a Customer's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the Customer or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. 0 The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING 0 TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIAN( ,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 0 CL 13.16 CODE OF ETHICS AND ETHICS CLAUSE Customer agrees that officers and employees of the Customer recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 2- 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 0 Bonfire warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or �I otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid NI to the former County officer or employee. MI E 13.17 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for < public entity crime may not submit a bid on contracts to provide any goods or services to a public ' entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, M may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of �E the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, BONFIRE represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result Packet Pg. 1015 DocuSign Envelope ID:34BCF531-EFCD-471A-95F1-D3FEOA45377C C.23.a in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from CUSTOMER's competitive procurement activities. 13.18 ATTESTATIONS ' BONFIRE agrees to execute such documents as CUSTOMER may reasonably require, including a a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. °0 13.19 NONDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY a� Bonfire and Customer agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action 0 on the part of any party, effective the date of the court order. Bonfire and Customer agrees to E comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended(20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation 0 Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of a� 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) 0 Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to < nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, M which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, NI sexual orientation, gender identity or expression, familial status or age; 11) Any other NI nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, orI the subject matter of, this Agreement. 4- a 0 E c� Packet Pg. 1016