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Item D21 D21 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 David Rice,District 4 Board of County Commissioners Meeting January 31, 2024 Agenda Item Number: D21 2023-2035 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-295-1552 AGENDA ITEM WORDING: Approval of Agreement with Lighthouse Intelligence Ltd. for data analytics related to the short term rental market in the amount of$40,092.00 for a term of 24 months. ITEM BACKGROUND: The TDC approved expenditure at their meeting of July 20, 2023. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Lighthouse Agreement- Order form, Standard Terms & Conditions and Addendum FINANCIAL IMPACT: Line Item Number: Cost Center 73039 SC 00039 $40,092 1293 Lighthouse Intelligence Ltd. Suite 8 - 59 St. Martin's Lane WC2N 4JS London UK Company number 08178250 ORDERING DOCUMENT This Ordering Document, incorporating the Terms and Conditions (together, the "Agreement"), is entered into between Lighthouse Intelligence Ltd. ("Lighthouse") and the Customer. SERVICE DESCRIPTION TRANSPARENT INTELLIGENCE, an Lighthouse product provides data analytics products related to the short term rental markets. This Services Agreement covers the Transparent products and services ("Services") purchased by Customer from TI. As consideration for TI's provision of the Services described below, Customer agrees to pay TI the amounts set forth below. Customer Package Price Proposal Valid Until 1 March 2024 1294 Destination Insight Description Data visualization dashboard for the analysis of short-term rentals for Monroe County, including the raw data for further analysis. • Supply Content • Historic and forward-looking rates & demand - Including pacing report • Origin of the visitors • Benchmarking analysis Filters All data can be filtered by geographies, property type, property subtype, owner type, bedrooms, and minimum stay. Geographical Monroe County and its sub-marketed cities. Scope Quality of data QA is performed on all data sets and it is cleaned, enriched and deduplicated Delivery Web-based Dashboard All the data is available to be exported as CSV, format EXCEL and JSON An API connection can be configured if necessary Monthly - Feb 2024: Initial deposit $10,023.00, July 2024 $4,295.57 Refresh October 1 2024 $4,295.57 Jan 1 2025 $4,295.57 April 1 2025 payment frequency $4,295.57 July 1. 2025 $4,295.57 October 1 2025 $4,295.57 Jan 1 2026 $4,295.57 Total of Payments: $ 40,092.00 Initial Term 24 Months Auto Renewal No Pricing $40,092.00 USD USD Customer Billing Details .............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Customer Legal Name Monroe County Customer address 11201 White St, Ste 1021 Key West, FL 33040 Customer VAT number Customer Billing contact I Kelli Fountain Customer Billing phone number Billing start date I 1 February 2024 Billing frequency Quarterly Initial Contract Term 24 Months 1295 The terms and pricing outlined above are valid until the proposal expiration and are confidential and may not be redistributed. This is a promotional offer and is subject to execution of this Services Agreement on or before the expiration date, which is indicated above. Unless specified otherwise, all undisputed amounts due hereunder shall be paid within 30 days after Customer's receipt of the invoice, in full (without deduction, set-off or counterclaim) in USD at TI's address or to an account specified by TI. The Terms & Conditions contain a separate set of terms that apply to the Services provided under this Ordering Document. This set of terms is complementary to the general Terms & Conditions. TI and Customer, by their duly authorized representatives, hereby execute this Services Agreement and cause it to be effective as the Effective Date. ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... Effective Date The later signature date by either party below Customer entity: Monroe County TI entity: Lighthouse Ltd. Address: 1201 White St, Ste 102 Key Address: Suite 8- 59 St. Martin's Lane WC2N West, FL 33040 4JS London UK Customer Email: research@fla- keys.com Email: riley@mylighthouse.com (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor MONROE COUNTY ATTORNEY 2 hl'PRc�VFsl)AS TO Fd7R T: CHRISTTNE LIMBERT-BARROWS ASSISTANT COUNTY ATTORNEY r3ATE 1/9/24 .............. 1296 \&/e��orne10 JJIoUse, �--[rneHV {�T� ���i��1 - n��� ���U1oU[ Fe�[��� ��Fe �� U' ��fL~ ��U���x |�/ u��[]���� - ,"=""LY"TA.==` Terms~��^�^ ��� Conditions &~&���)�� ��oW�h��U U��oW�h�� K�� & " 8 . �~UU U U�� ~.�� `~�v~�U U��U ~.U��«U U�� Lost updated:November 2023 Disclaimer. Lighthouse doeonotocceptoned//neddovm7/oodofbheoeTennnJlOond/t/ono. P/eonecontoct your sales representative for more information. These Terms and Conditions govern the use of Lighthouse Products&Services as set forth in the Ordering Document or any other form of agreement that references these terms(together"the Agreement"). By signin-an Orderino Document or other form of agreement with LighthOUSe the Customer agrees to be bound by these Terms and Conditions The Effective Date of the Agreement io set out on the Ordarin� Ooournentoroa otherwise agreed betvveen the Parties. |n this Agreement, Lighthouse means Lighthouse Intelligence Ltd.and any Lighthouse Intelligence Ltd. Group Member shall mean any entity which directly or indirectly,through one or more intermediaries, controls, is controlled by or is Linder common control with that entity,where "control"means holding, directly or indirectly,a majority of the voting rights in it,or the power to direct or cause the direction of its management, policies or operations(whether through holding of voting rights, by contract orothenwiae). � ^^^ 11 Description:The Products and Services consist Of CIOLid-based business intelligence platforms("the Platfori-n(s)") in subscription form ("Subscription") or as otherwise set Out between the Parties that enables the Customer to rnoka informed revenue rnanalgernant,diutribution and marketing decisions. 1.2. Future f unctionalities,modif ications,enhancements. Lighthouse does not commit to the delivery of any future feature or functionality.Our Products and Services are regularly updated and enhanced. Lighthouse may deprecate,dirninish or remove certain features and f unctionalities.Such changes will never have a materially adverse impact on the Customer's use Of Such Products and Services unless Customer consents tosuch materially adverse change in writing, 1.3. Professional Services.Any Professional Services procured will be described in writing on o per- project basis thrOUcah a Statement of Work("SOW"). Lighthouse does not provide any custom deliverables oruarvicaounderthioAgnaannentvvhiohvvou|dquo|ifvaovvork-rnade-for-hina. 1297 1.4. Support. Lighthouse's standard support services("Support Services")are included at no additional cost during the Term of this Agreement. I.S. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service(a"Trial Subscription"),then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of thirty(30)days or such other period granted by Lighthouse (the"Trial Period").Trial Subscriptions are permitted solely for Customers use to determine whether to purchase a paid subscription to the Services.Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term,this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Lighthouse has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,Lighthouse WILL HAVE NO WARRANTY,INDEMNITY,SUPPORT,OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS. 1.6. Beta Offerings.The Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Products and/or Services. Beta Offerings are not subject to the same security measures as in the Security Policy. Lighthouse will have no liability arising out of or in connection with Beta Offerings. 1.7. Special Terms:Destination Management Service terms.These terms only apply to DMO(Destination Management Organization)customers and are supplementary to these general terms and conditions. In the event this section 1.7 contradicts the general terms and conditions this section 1.7 shall prevail to DMO customers. 1.7.1. In deviation of Section 1.5 DMO Customers shall only be entitled to a trial up to 14(fourteen)days. 1.7.2. DMO Customers shall have a fixed Agreement term.Section 4.1 of these Terms shall not apply to DMO Customers unless otherwise set out in the Ordering Document between Lighthouse and the DMO Customer. 1.7.3. The Customer is prohibited from forwarding and sharing to any third party the Lighthouse Data received under the Agreement. 1.7.4. The DMO Customer is authorized to publicly publish and distribute summarised and aggregated Lighthouse Data received under the Agreement.The DMO Customer shall cite Lighthouse as the source of the Data. Publishing Data received under listing level is expressly prohibited and requires prior written consent by Lighthouse. 1.7.5. The Lighthouse Data provided to the Customer must be removed by the Customer from its infrastructure upon expiration or termination of the Agreement.The Customer shall certify in writing confirmation of this obligation. 1298 1.7.6. DMO Customer reference:the Customer authorizes Lighthouse to reference Customer and use the Customer's logo in marketing materials. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ 2. GRANT OF RIGHTS 2.1. Grant of rights.Subject to full payment of the applicable fees following the Effective Date,Lighthouse shall set-up the Customer in respect of the Product and/or Service(s)to which they have the right to access and use solely for the Customer's internal business operations or any other Permitted Purpose as set out in the Agreement.The Customer has the non-exclusive, non-transferable,revocable right to(i) access and use the Products offered on any of the Lighthouse Platforms; (ii)any Services as described in any SOW as agreed between the parties in writing("Professional Services");and (iii)Support Services in accordance with Lighthouse's standard practices(all together"the Services") 2.2. Lighthouse retains all right,title,and interest in and to the Products and Services and all related intellectual property rights,including without limitation any modifications,updates,customizations,apps or add-ons. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 3. IMPLEMENTATION 3.1. Where the provision of the Services requires implementation assistance of the Customer to allow Lighthouse to deliver the Services,the Customer agrees to take all reasonable measures to allow Lighthouse to perform its obligations under this Agreement. If Lighthouse's performance under this Agreement is prevented or delayed by any act or omission by the Customer Lighthouse shall not be in breach of this Agreement as a result of such act or omission. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 4. TERM &TERMINATION 4.1. Subscription Term. Each Subscription shall commence on the Effective Date and shall,unless sooner terminated in accordance with its terms,continue for an initial term of the duration set out on the Ordering Document or similar Agreement("Initial Term"). Unless otherwise specified on the applicable Agreement, each Subscription Term will automatically renew for additional twelve month periods(each a"Renewal Term"). 4.2. Termination. Either party may notify the other that it does not wish for the Subscription Term to be renewed by giving the other at least 30 days prior written notice before the end of the then-current Subscription Term. In such event the Agreement shall expire at the end of the then-current Subscription Term (either an Initial Term or a Renewal Term). If no notice has been given the Agreement shall automatically be renewed for another Renewal Term. 4.3. Termination for cause. Either party may terminate this Agreement,at anytime,by giving the other written notice if the other: (a) materially breaches any term of this Agreement and it is not possible to remedy that breach; (b) materially breaches any term of this Agreement and it is possible to remedy that 1299 breach, but the other fails to do so within 30 days of being requested in writing to do so;or(c) becomes insolvent,makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed,or an is order made,or an effective resolution is passed, for its administration,receivership,liquidation,winding-up or other similar process,or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets(which is not discharged,paid out,withdrawn or removed within 28 days),or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction,or ceases to trade or threatens to do so. For the purposes of this clause,in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred. 4.4. Lighthouse may,in addition,and without liability,terminate this Agreement,or alternatively,suspend access to and use of any Product and/or Service,by giving the Customer written notice if: (a)any invoiced amount(not then-currently being disputed in good faith) is outstanding beyond the due date for payment; (b)the Customer is in persistent or repeated breach of any of their obligations under this Agreement. 4.5. Effects of termination.On termination or expiration of this Agreement Lighthouse shall destroy or otherwise dispose of any of the Customer Data unless otherwise set out in this Agreement.All sections of this Agreement which by their nature should survive termination will survive termination. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ......___ ............................................................ 5. FEES, PAYMENT & TAXES 5.1. Upon mutual signature of the Agreement,Lighthouse shall invoice the Customer for the Fees in advance in accordance with the agreed Subscription Term,commencing on the Effective Date. 5.2. Unless otherwise set out in the Agreement,invoices are payable, in full within 30 days of receipt, without deduction,set off or withholding of any kind.All invoices will be delivered electronically using the billing and contact information provided by the Customer. 5.3. The Fees stated in the Ordering Document(or any other Agreement)do not include Taxes.Customer is responsible for paying all applicable Taxes. in the event Lighthouse determines it has a legal obligation to pay or collect Taxes,Lighthouse will add such Taxes to the applicable invoice and Customer will be obligated to pay such Taxes unless Customer provides Lighthouse with a valid tax exemption certificate from the appropriate tax authority.Any Taxes not reflected on the invoice will be taken care of and paid by the Customer. 5.4. Credit Card Payment. If the Customer purchases the Products/Services via credit card the following terms apply: Lighthouse utilises third party payment providers to process credit card payments on our behalf("Payment Provider").Such Payment Provider's policies govern the processing of a Customer's payment,and Customer must refer to those policies and not this Agreement to determine their rights and liabilities. By providing credit card information to the Payment Provider,Customer authorises Lighthouse, through such Payment Provider,to immediately charge the Fees for the Service during any applicable Term 1300 on a recurring basis until expiration or termination of this Agreement.The Customer may update credit card information by entering updated information through the user interface of the Service. 5.5. If Lighthouse has not received payment by the due date,and without prejudice to any other rights and remedies of Lighthouse may: 5.5.1. without liability to the Customer,disable the Customer's access to all or part of the Products and Services and Lighthouse shall be under no obligation to provide any or all of the Services while the sums concerned remain unpaid;and 5.5.2. If Customer believes that Lighthouse has billed the Customer incorrectly,the Customer must contact Lighthouse no later than 30 days after receipt of the invoice in which the error or problem appeared,with a request to receive an adjustment or credit.The Customer may direct this request to: corn. 5.6. Unless agreed otherwise in writing,Lighthouse shall have the right to increase the Fees up to 5(five) 96 at the start of each Renewal Term. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 6. RESTRICTIONS &ACCEPTABLE USE 6.1. The Customer will not,directly or indirectly: (i) reverse engineer,decompile,disassemble or otherwise attempt to discover the source code,object code or underlying structure,ideas,know-how or algorithms relevant to the Services,or any software developed,trained or owned by or licensed to Lighthouse and which forms part of,or is used in the provision the Services,documentation or data related to the Services ("Software") including to build a competitive product or service using similar ideas,features,functions or graphics of the Service and/or copy any ideas,features,functions or graphics of the Service;(ii)copy, translate,modify,adapt or create derivative works from any Product or the Service(except to the extent expressly permitted by Lighthouse or authorised within the Services); (iii) license,sell, rent,lease,transfer, assign,distribute,display,disclose,or otherwise commercially exploit,or otherwise make the Services available to any third party except the employees or agents of the Customer or as otherwise permitted by the Agreement; (iv) use the Services in a manner that is illegal or causes damage or injury to any person or property; (v)attempt to interfere with the proper working of any Product,the Service or Software and,in particular,must not attempt to circumvent security,licence control or other protection mechanisms,or tamper with,hack into or otherwise disrupt any Product,the Service or Software or any associated website,computer system,server,router or any other internet-connected device; (vi)amend or remove any copyright notice,trade mark or other proprietary marking on,or visible during the operation or use of, any Product,the Service or Software;or(vii) use the Service to: upload,store,post,email,transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person in breach of any contractual duty or any obligation of confidence,),knowingly false or misleading,or that does not comply with all applicable laws and regulations; (viii)forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Data transmitted through the Service; (iv)attempt to gain unauthorised access to any Product 1301 or the Service or its related systems or networks;and/or use automated systems,software(incl. but not limited to"crawlers"or"screen scraping")or any other method to extract data from the Product(either through a browser or through access to the API)for any purpose (incl. but not limited to commercial, personal, research purposes).This activity is strictly prohibited unless the Customer has concluded a written agreement with Lighthouse which permits said usage for a pre-defined purpose. 6.2. Breach by the Customer of(one of)these provisions will result in Lighthouse blocking and/or deactivating access to the Service. No refund of fees paid in advance shall be due in respect of any unexpired portion of the then-current term. 6.3. The Customer shall: 6.3.1. provide Lighthouse with all necessary co-operation in relation to this Agreement(and all necessary access to such information as may be required by Lighthouse in order to provide the Services,including to Customer Data,security access information and configuration services; 6.3.2. comply with all applicable laws and regulations with respect to its activities under this Agreement; 6.3.3. carryout all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Lighthouse may adjust any agreed timetable or delivery schedule as reasonably necessary;and 6.3.4. obtain and maintain all necessary licences,consents,and permissions necessary for Lighthouse,its contractors and agents to perform their obligations under this agreement,including providing the Services. Lighthouse reserves the right,without liability or prejudice to its other rights to the Customer,to disable the Customer's access to any material that breaches the provisions of this clause. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 7. WARRANTY& DISCLAIMER 7.1. Lighthouse undertakes that the Services will be performed with reasonable skill and care and warrants that the Service shall,under normal operating conditions,substantially conform to the functionality described in the specification set out in the Agreement or as otherwise provided by Lighthouse. Lighthouse's sole liability(and Customer's sole and exclusive remedy)for any breach of this warranty will be,at no charge to Customer,for Lighthouse to use commercially reasonable efforts to correct the reported non-conformity,or if Lighthouse determines such remedy to be impracticable,either party may terminate the applicable Subscription and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Product or Service for the terminated portion of the applicable Subscription Term.The limited warranty set forth in this Section will not apply: (i) unless Customer makes a claim within thirty(30)days of the date on which Customer first noticed the non- conformity,(ii) if the error was caused by misuse,unauthorised modifications or third-party hardware, software or services,or(iii)to use provided on a no-charge,trial or evaluation basis. 1302 7.2. If the Services are not provided in accordance with the Agreement or are not provided with reasonable skill and care,Lighthouse will,at its expense,use all reasonable commercial endeavours to correct any such non-conformance promptly.This constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in this clause. 7.3. For the avoidance of doubt Lighthouse: (i)does not warrant that the Customer's use of the Services will be uninterrupted or error-free; (ii) is not responsible for any delays,delivery failures,or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet,and the Customer acknowledges that the Services may be subject to limitations,delays and other problems inherent in the use of such communications facilities; (iii)shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer,but does not guarantee 10096 availability; (iv)does not control the Customer Data and,as such, Lighthouse does not make or give any representation or warranty as to the accuracy,completeness,currency,correctness,reliability, integrity,usefulness,quality, fitness for purpose or originality of any of the foregoing content or data;and (iv) reserves the right to update or maintain the Hosted Services at any time. 7.4. The Customer assumes sole responsibility for results obtained from the use of the Products/Services by the Customer,and for conclusions drawn from such use. Lighthouse shall have no liability for any damage caused by errors or omissions in any information, instructions provided to Lighthouse by the Customer in connection with the Services,or any actions taken by Lighthouse at the Customer's direction. The Customer acknowledges that the Services are intended to be a useful tool,but are not intended to be a substitute for the Customer's own skill and judgement in determining its own pricing decisions for its own unique inventory. 7.5. Third-Party Applications disclaimer.This Agreement does not govern Customer's use of Third-Party Applications used in connection with the Products and Services.Third-Party Products are governed solely by the terms and conditions between Customer and the Third-Party Product. Lighthouse makes no commitments or claims regarding security,confidentiality,or performance of any Third-Party Products, and specifically disclaims any liability regarding use of or integration by Lighthouse with Third-Party Products. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 8. CONFIDENTIALITY 8.1. Each party shall: (a) keep confidential all Confidential Information of the other party which it receives in connection with this Agreement; (b)apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information; (c)only use such Confidential Information as strictly necessary for the performance of,or exercise of its rights under, this Agreement; (d) not disclose such Confidential Information to any third party(other than its professional advisers,officers,employees,agents,contractors and subcontractors on a 'need to know' basis as strictly required for the purposes of this Agreement and subject to each such person being bound 1303 by an obligation of confidentiality equivalent to this clause 8;and (e) promptly,upon request and,in any event, upon termination of this Agreement(for whatever reason),return to the other party all materials(in whatever form) incorporating,embodying or recording any such Confidential Information in its possession or control and,if requested by the other party,certify in writing that it has done so. Either party may disclose the other's Confidential Information to the extent required by law or by any court,tribunal, regulator or other authority with competent jurisdiction to order its disclosure(but only to the extent of such requirement). ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 9. INTELLECTUAL PROPERTY RIGHTS 9.1. In this clause,"Intellectual Property Rights" means patents, patentable rights,copyright,design rights, utility models,trade marks(whether or not any of the above are registered),trade names,rights in domain names,rights in inventions,rights in data,database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same(present,future and contingent,and including all renewals,extensions,revivals and all accrued rights of action); 9.2. Lighthouse, Lighthouse Group Members and/or its licensors shall,as between the parties,remain the owner of all Intellectual Property Rights in Lighthouse brands,software,database,trademarks and logos, the Services and the Software. Except as expressly permitted by this Agreement,the Customer may not use any of Lighthouse Intellectual Property Rights without prior written consent by Lighthouse. 9.3. The Customer shall promptly bring to the attention of Lighthouse any improper or wrongful use of any Intellectual Property Rights of Lighthouse which comes to the Customer's notice.The Customer shall assist Lighthouse in taking all steps to defend Lighthouse's Intellectual Property Rights,but not institute legal proceedings of its own accord. 9.4. The Customer grants Lighthouse a free of charge,a non-exclusive,worldwide royalty-free licence to use the Customer Data to such extent as is necessary to enable Lighthouse to perform its obligations under this Agreement or as otherwise set out in this Agreement. 9.5. Customer warrants that they own the Customer Data and/or are otherwise entitled to grant the foregoing licence. If this Agreement is terminated,the foregoing licence will automatically terminate. 9.6. Lighthouse and/or its Group Members shall own and retain all right,title and interest in and to: (i)the Services and Software,all improvements,enhancements,modifications and derivatives thereto; (ii)any software,applications,inventions or other technology developed in connection with the Services; (iii) deliverables and work product(including drafts)arising in the course of the provision of the Implementation Services;and (iv)all intellectual Property Rights related to any of the foregoing. 9.7. Nothing in this Agreement shall operate to assignor transfer any intellectual Property Rights from Lighthouse to the Customer.The Customer warrants to Lighthouse that any data it supplies to Lighthouse 1304 will not infringe upon the Intellectual Property Rights or other legal rights of any person,and will not breach the provisions of any law,statute or regulation, in anyjurisdiction and under any applicable law or regulation. ....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____.......__. 10. PRIVACY& SECURITY 10.1. Security. Lighthouse will establish and maintain appropriate administrative,technical,and physical safeguards and controls to: (i) ensure the ongoing confidentiality, integrity,availability,and resilience of the Products and Services and Customer Data; (ii) restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident;and (iii) have in place a process for regularly testing,assessing,and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing through the Products and Services. 10.2. Lighthouse is ISO 27001 certified for information security management. 10.3. Personal Data Processing. Lighthouse will comply with applicable privacy and data protection laws governing its processing and storage of Personal Data. For more information please consult the ["Iialiva(:. G",a:Allllia:y li)'a g(:, I1-iieir ,. ....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____ .....____.......__. 11. DATA This section expressly excludes Personally Identifiable Information(please see the Privacy&Security section). 11.1. Customer Data."Customer Data" means all data, information, know-how, material or input uploaded to any Software or transmitted through the Services by or for the Customer and/or any authorized user. Customer Data expressly excludes Personally Identifiable Information. 11.2. Customer grants Lighthouse a non-exclusive,worldwide, royalty-free license to process,reproduce, display,copy,communicate,create derivative works and otherwise use Custorner Data solely: (i)to the extent necessary to perform its obligations or enforce its rights under the Agreement, (ii)where required or authorized by law or(iii) as otherwise set out in this Agreement. 11.3. The Customer shall own all right,title and interest in the Customer Data.The Customer shall have sole responsibility for the legality, reliability, integrity,accuracy and quality of the Customer Data. 11.4. Customer is solely responsible for ensuring that Customer Data does not violate applicable laws and regulations or third-party intellectual property rights,and Customer will take reasonable steps to identify and promptly remove any such Customer Data that does not conform.Customer represents and warrants that it has all the necessary rights and consents to collect,share and use all Customer Data as contemplated in this Agreement(including access to Customer Data through Third Party Applications) and that no Customer data will not violate or infringe (i) any third party intellectual property rights,(ii) laws, regulations or policies, (iii) any other terms or agreements governing the Customer's rights and obligations 1305 with third parties.Customer warrants that Customer Data will not include any Personally Identifiable Information (e.g. hotel guest personal information). 11.5. Lighthouse shall not be responsible for any loss,destruction,alteration or disclosure of Customer Data caused by any third party(except those third parties sub-contracted by Lighthouse to perform services related to Customer Data maintenance and back-up). 11.6. Aggregated and anonymous data.Lighthouse shall have the right to collect, use,analyse or otherwise process Customer Data and other information relating to the provision, use and performance of various aspects of the Products and Services and related systems and technologies(including information concerning Customer Data and data derived therefrom) in an anonymized and aggregated form for product development,product improvement or otherwise exploit for commercial purposes.More specifically,Lighthouse will be free (both during and after the term of this Agreement): 11.6.1. to use such Customer Data to improve and enhance the Products and Services and for other development purposes; 11.6.2. to use such derived data in connection with its business,including for the training of machine learning algorithms(on an aggregated and anonymized basis)and for any other data processes deployed by Lighthouse;and 11.6.3. to disclose such data to third parties solely in aggregated and anonymized form reasonably necessary. 11.6.4. develop,publish and commercialise benchmarks and similar informational reports. 11.6.5. Lighthouse will not processor otherwise incorporate Customer Data,Personally Identifiable Data or Confidential Information in a form that could serve to identify Customer or any individual. 11.6.6. Lighthouse retains all intellectual property rights in information derived from aggregated and anonymised Customer Data. 11.7. Benchmarking.Subscription by the Customer(or any of its participating properties)to any of Lighthouse's benchmarking products and services shall: (a)automatically lead to inclusion of the Customer Data in the anonymized and aggregated benchmarking Products; (b)automatically lead to the inclusion of the Customer's Participating Property name in the compset selection feature.Any data derived from the compset selection feature shall be anonymous and aggregated. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 12. THIRD PARTY INTERACTIONS 12.1. Third Party Applications. The Services may enable access to or include an integration with third party software or applications(collectively,"Third Party Applications").Any such activity(and any terms, conditions,warranties or representations associated with such activity), is governed solely between the 1306 Customer and the Third Party Application.The Customer warrants that it has obtained the necessary licenses and permissions to permit Lighthouse access to such Third Party Application (including access to Customer's Data hosted on such Third Party Application and use thereof). Lighthouse disclaims any and all liabilities arising from or related to Third Party Applications including access thereto and data usage. Customer acknowledges and agrees that Lighthouse is not responsible for,and has no obligation to control, monitor,or correct Third Party Applications.Customer acknowledges that: (i)the nature,type,quality and availability of Third Party Applications may change at any time;and (ii)features of the Services that interoperate with Third Party Applications depend on the continuing availability of such Third Party Application. Lighthouse may need to update,change or modify the Services as a result of a change in,or unavailability of,such Third Party Applications. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ 13. INDEMNIFICATION 13.1. Lighthouse.Lighthouse will: (i)defend at its expense and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Lighthouse)for third-party claims alleging the following: (i)the Products and Services directly infringe a third party's intellectual property rights; (ii)a breach by Lighthouse of its obligations under applicable data protection laws and regulations. 13.2. Customer.Customer will: (i)defend at its expense and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer)for third-party claims a a result of(i)an alleged infringement or violation by the Customer Data of such third-party's intellectual property rights;or(ii) Lighthouse's use of the Customer Data violating applicable law, provided that such use is in accordance with the terms of this Agreement. 13.3. Conditions.The indemnification obligations under this article are subject to the indemnified Party: (i) promptly giving written notice of the claim to the indemnifying Party; (ii)giving the indemnifying party sole control of the defense,negotiation,and settlement of the indemnified portion of the claim;and (iii) providing the indemnifying Party with all reasonable assistance required to effectively defend the claim. 13.4. Exceptions.Neither party will have any indemnification obligation or liability regarding a third-party intellectual property infringement claim when the infringement was caused by: (i)a combination of the Products and Services with any component not supplied by Lighthouse; (ii) unauthorized alteration or modification of the Products and Services by anyone other than Lighthouse. 13.5. IP Remedies. In the defense or settlement of any third-party intellectual property infringement claim,Lighthouse may,at its sole option and expense: (i) procure for Customer a license to continue using the Products and Services in the same manner as anticipated by the Agreement; (ii) replace or modify the allegedly infringing Products and Services to avoid the infringement at no additional cost to Customer;or (iii)terminate Customer's license and access to the Products and Services(or its infringing part)and refund any prepaid unused Fees as of the date of termination.Customer will not be entitled to direct 1307 damages for any third-party intellectual property infringement Claim resolved by Lighthouse pursuant to this section. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 14. LIMITATION OF LIABILITY 14.1. Nothing in this Agreement shall exclude the liability of Lighthouse(i)for death or personal injury by Lighthouse's negligence; (ii)for fraud or fraudulent misrepresentation or(iii)for any liability for which it would be unlawful to exclude or attempt to exclude liability. 14.2. To the extent permitted bylaw, neither Party will,under any circumstances, be liable to the other Party or to any third party for indirect,consequential,incidental,special or exemplary damages,business interruption, lost profits, loss of sales,loss of turnover,revenue or business, loss of customers,loss of contracts or opportunity; loss of or damage to reputation or goodwill; loss of anticipated savings; loss of any software or data; loss of use of hardware,software or data; loss or waste of management or other staff time arising out of or relating to this Agreement. 14.3. Liability cap.To the extent permitted bylaw and except for excluded claims under no circumstances will either Party's total liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract,tort or otherwise,exceed two times the total amounts payable by the Customer under the Agreement during the 12 months immediately preceding the date of the event giving rise to the claim. ....____ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._ ....._.._.._.._._......._.._._. 15. MISCELLANEOUS 15.1. Purchase Order.Terms or conditions in a Customer's purchase order or similar document submitted by the Customer do not form part of this Agreement and are null and void unless otherwise agreed between the Parties. 15.2. Entire Agreement&variations.The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements,understandings,proposals, discussions,negotiations,representations,and warranties, both written and oral,regarding the subject matter.All variations to this Agreement must be agreed,set out in writing and signed on behalf of both Parties before they take effect. 15.3. Assignment.A Party shall not,without the prior written consent of the other,assign,transfer,charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement to any third party other than an Affiliate. Notwithstanding the foregoing,either Party may assign the Agreement in its entirety(including all rights and obligations)without consent of the other Party in connection with a merger,acquisition,corporate reorganisation,or sale of all or substantially all of its assets not involving a direct competitor of the other Party.Any purported assignment in violation of this section will be null and void.Subject to the foregoing,the Agreement will bind and inure to the benefit of the Parties,their respective successors,and permitted assigns 1308 15.4. Notice.All notices and consents relating to this Agreement (but excluding any proceedings or other documents in any legal action) must be made in writing(ernail to suffice). 15.5. Waiver. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.Other than as expressly stated herein,the remedies provided herein are in addition to, and not exclusive of,any other remedies. 15.6. Force Majeure. Neither Party will be liable for,or be considered to be in breach of,the Agreement on account of any delay or failure to perform as required by the Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control,so long as the non-perfort-ning Party: (i) did not cause such situation by its own negligent acts or omissions and (ii) exercised all due diligence and used cornmercially reasonable efforts to avoid such situation and mitigate the impact. 15.7. Severability.If any provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable,or invalid,the provision may be interpreted by the court so as best to accomplish the objectives of the original provision to the fullest extent permitted by law,and the remainder of the Agreement will remain in full force and effect. 15.8. Relationship.Nothing in this Agreement shall or is intended to create a partnership or joint venture between the parties,constitute one party as agent of the other or give either party authority to make or enter into commitments,assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were,or represent(expressly or by implying it)that it is an agent of the other or has such authority. 15.9. Governing law,venue.Unless otherwise agreed,this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of and in the following venue subject to the Lighthouse Group Member the Customer has concluded an Agreement with: Contracting Lighthouse Group Member I Governing Law I Venue Lighthouse Intelligence Ltd.I England&Wales I London, UK Kriya RevGEN LLC.I State of Texas, USA I Dallas,TX Transparent Intelligence Inc. I State of Delaware, USA I Wilmington, DE ....____ .....____ .....____ .....____ .....____ 16. DEFINITIONS 16.1. In this Agreement,where the context so admits,the following words and expressions shall have the following meanings: "Customer"means the Customer subscribing to the Products and/or Services either on behalf of itself or managed, owned or franchised properties. 1309 "Confidential Information"rneans all information (whether written,oral or in sorne other form)disclosed to or obtained by one party(whether directly or indirectly) from the other(whether before or after the signing of this Agreement), including all information relating to that other's or its Group Members' business,operations,systems,processes,products, trade secrets, know how,contracts, finances,plans, strategies or current, former or prospective clients, customers,partners or suppliers (together with copies made of any of the foregoing)and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:(a) is available to the public other than because of any breach of this Agreement,(b) is, when it is supplied,already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others,or(c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented frorn disclosing it to others." "Intellectual Property Rights"means patents,patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names,rights in inventions, rights in data,database rights, rights in know-how and confidential information,and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the some (present, future and contingent, and including all renewals,extensions, revivals and all accrued rights of action), "Ordering Document"means the ordering document which references these terms and conditions, "Lighthouse Content"means all data, information and material owned by or licensed to Lighthouse or any of its Group Members and comprised within any Product and/or the Service,but excluding Customer Data and Customer Materials; "Product(s)"means the Lighthouse product(s) as set out in the Agreement; "Participating Properties"means hotels or other similar guest properties owned and/or operated by the Customer subscribed to the Products or Services; "Service"means the service to be provided by Lighthouse consisting of provision of access to the Product(s)on a software as a service (SaaS) basis, "Software"means any software owned by or licensed to Lighthouse or any of its Group Members and which forms part of,or is used in the provision of, any Product or the Service. "Taxes"means any sales, use, GST,value-added,withholding, or similar taxes or levies, whether domestic or foreign LK I I ghth%o%use FORMERLY ®TA INSIGHT 1310 Products Solutions Company Resources '. Business Email-- Sign up to Our mailing list for regular updates on the Hospitality industry By submitting your details,you confirm that you would like to receive marketing e ails from Lighthouse and you agree to the storing and Processing of your Personal data by Lighthouse as described in our rivcy_ licy. I Y iPlle.., BEST BEST BEST PARITY i of 'I 111Y., 1Y MANAGEMENT USINESS INTELLIGENCE 2024 in ) © Lighthouse 2024 Terms&Conditions Privacy Policy 1311 Cookie Policy English (US) 1312 Addendum Monroe County Contract Terms and Conditions The Monroe County Board of County Commissioners (herein after"County" or"Customer") and Lighthouse Intelligence Ltd. formerly OTA Insight Ltd dba Transparent Intelligence (herein after "OTA Insight", "TI" or"Lighthouse") agree as set forth below. The County and OTA Insight hereby enter into this addendum to the Lighthouse (formerly OTA Insight) Terms and Conditions as set forth in the"Ordering Document" as follows: The Ordering Document, including the terms and pricing set forth therein are a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Payments due and unpaid under the Contract shall bear interest pursuant to the Local Government Prompt Payment Act. TI shall 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 disbursal of funds. The County's performance and obligation to pay under this Ordering Document and any agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. Customer's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Maintenance of Records: TI 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 authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the County or the determines that monies paid to TI pursuant to this Agreement were spent for purposes not authorized by this Agreement, TI shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Contractor. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. This Agreement shall not be subject to arbitration. �u5 1 12 December 2023 1 11:21 GMT 1313 Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Nondiscrimination: The Parties 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 on the part of any party, effective the date of the court order. The Parties agree to 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 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 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) 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 maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance. TI must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor 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 County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by TI. Failure of TI to abide by the terms of this provision shall be deemed a material breach of this contract and the County 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 survive any termination or expiration of the contract. TI is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 2 �05 t 12 December 2023 1 11:21 GMT 1314 Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-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 contract entered into by the County be required to contain any provision for waiver. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the TI during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. TI shall comply with and be subject to the provisions of F.S. 448.095 COUNTY FORMS. By signing this Agreement, TI has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement. Public Entity Crime Statement The TI certifies and agrees that TI nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide 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 a public entity; may not be awarded or perform work as a .�DS 3 D 12 December 2023 1 11:21 GMT 1315 contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. 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, may not be awarded or perform work as a contractor, supplier, subcontractor, TI or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of 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, TI 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 in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, TI further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a"public entity crime" and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether TI has been placed on the convicted vendor list. TI will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Ethics Clause By signing this Agreement, TI warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS TI agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. �DS 4 12 December 2023 1 11:21 GMT 1316 As the person authorized to sign on behalf of TI, I hereby certify that the company identified above as "TI" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: w d s � 1o� d .coin/a s ness o e tons/state u cb s ng /vendor inl:orm ition/convicte gj5 ended discritnin,,toter cotnpi,,pints 'vendor lists Non-Collusion Affidavit TI by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of TI, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. EDocuSigned dy: a "tk +�assc4D1774L'a2... Eva Metsu General counsel 12 December 2023 1 11:21 GMT Lighthouse Intelligence Ltd. 5 1317