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Item O5 05 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i 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 April 17, 2024 Agenda Item Number: 05 2023-2305 BULK ITEM: No DEPARTMENT: County Attorney TIME APPROXIMATE: STAFF CONTACT: Brian Bradley N/A AGENDA ITEM WORDING: Approval to enter into a 1-year Agreement and addendum with Next Request, a public record request tracking software solution for a cost of$17,000.00. ITEM BACKGROUND: NextRequest is a records request tracking solution that helps manage all aspects of a public records request—from billing to tracking of request correspondence. The solution helps mitigate the risk of potential non-compliance lawsuits via automated request tracking. The County has been utilizing NextRequest for several years. When the County first procured this software, it along with 2 other proposals were reviewed by County staff and NextRequest was determined to be the best option at the price (See attached Memo). The County has been utilizing the NextRequest software since 2019. County staff is very satisfied with the software and therefore seeks a waiver of the seeking additional price quotes in accordance with the Monroe County Code and Purchasing Policy. As noted above when this software technology was procured and purchased in 2019 it was done in accordance with existing procurement requirements. Implementation of another software product would be difficult given the prior use of this software and NextRequest is still the best software solution option for management of the County's public record request. The included addendum (02 FL - Monroe County-NR SOW &Addendum - 03142024) contains the required county terms and conditions. PREVIOUS RELEVANT BOCC ACTION: The Board has previously approved 1 year agreement with NextRequest. INSURANCE REQUIRED: No 3521 CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: 02 FL - Monroe County -NR SOW &Addendum - 03142024.pdf 03 Memo for Scoring Sheet for Public Records Software 2019.pdf 01 NextRequest Master Agreement 2024.pdf FINANCIAL IMPACT: Effective Date: 6/1/2024 Expiration Date: 5/21/2025 Total Dollar Value of Contract: $17,000.00 Total Cost to County: $17,000.00 Current Year Portion: $17,000.00 Budgeted: Yes Source of Funds: 001-00101-530520-00084 CPI: No. Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No. If yes, amount: Grant: No County Match: Insurance Required: No. Additional Details: 3522 CP CIIIV1110111°1I1us Statement of Work 302 South 4th St.Suite 500 Quote #: Q-64840-1 Manhattan, KS 66502 Date: 2/21/2024 9:54 PM us Expires On: 4/21/2024 Client: Bill To: MONROE COUNTY, FLORIDA SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Angelique Mansell (785) angelique.manselI@civicplus.com Net 30 370-7810 Recurring Service(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 NextRequest Custom NextRequest Standard with up to 10 Admin-Publisher USD 17,000.00 Users and 2TB of Storage Total Investment- Prorated Year 1 USD 17,000.00 Annual Recurring Services (Subject to Uplift) USD 17,000.00 Total Days of Quote:365 Initial Term 6/1/2024 -5/31/2025, Renewal Term 6/1 each calendar year Initial Term Invoice Schedule 1 100% Invoiced upon Signature Date The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client's current NextRequest billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement. This Statement of Work ("SOW")shall be subject to the terms and conditions of Master Services Agreement signed by and between the Parties and the applicable Solutions and Services Terms and Conditions located at: https.// www.civicDlus.heID/hc/en-us/sections/1 1 726451 593367-Solutions-and-Services-Terms-and-Conditions (collective, the "Agreement"). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set forth herein. V. PD 06.01.2015-0048 Page 1 of 2 3523 Acceptance The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date: For CivicPlus Billing Information, please visit https://www.civicDlus.com/verify/ Authorized Client Signature CivicPlus By: By: Name: Name: Bob Sydnor Title: Title: CTrO Date: Date: 3/14/2024 Organization Legal Name: Billing Contact: Title: Billing Phone Number: Billing Email: Billing Address: Mailing Address: (If different from above) PO Number: (Info needed on Invoice (PO or Job#) if required) V. PD 06.01.2015-0048 Page 2 of 2 3524 Addendum Monroe County Terms and Conditions The Monroe County Board of County Commissioners (herein after"County") and Next Request, LLC, a foreign limited liability company (herein after "NextRequest") agree as set forth below. The County and NEXTREQUEST hereby enter into this Addendum to NEXTREQUEST's Master Service Agreement as a separate agreement ("Addendum" or "Agreement") which will govern all Order Forms. If there is any conflict between this Addendum or the NEXTREQUEST's Mater Service Agreement or Order Form(s), this Addendum will control and govern. The County and NEXTREQUEST agree to following: 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. NEXTREQUEST 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. Payment will be made by check, unless otherwise agreed to the Clerk. The County is a political subdivision of the State of Florida and is exempt from taxation. The County can provide its Certification of Exemption upon request. The County's performance and obligation to pay under any multi-year invoice or quote is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. County's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Nothing contained in any agreement, quote or invoice shall be deemed a waiver of immunity, nor shall any agreement entered into by the County be required to contain any provision for waiver. Maintenance of Records: NEXTREQUEST shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each parry to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other parry 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 NEXTREQUEST pursuant to this Agreement were spent for purposes not authorized by this Agreement, NEXTREQUEST 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 1 3525 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. 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 parry relative to the enforcement or interpretation of this Agreement, the prevailing parry shall be entitled to reasonable attorney's fees and court costs, as an award against the non-prevailing parry, 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 parry, 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 disabilities; 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. NEXTREQUEST 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 NEXTREQUEST. Failure of NEXTREQUEST 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 parry, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall 2 3526 survive any termination or expiration of the contract. NEXTREQUEST is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the NEXTREQUEST in this Addendum or any 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 Addendum/Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the NEXTREQUEST agree that neither the County nor NEXTREQUEST 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 Addendum/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 Contractor 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. NEXTREQUEST shall comply with and be subject to the provisions of F.S. 448.095 COUNTY FORMS. By signing this Agreement, NEXTREQUEST 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 NEXTREQUEST certifies and agrees that NEXTREQUEST nor any Affiliate has been placed on the convicted vendor list within the last 36 months. 3 3527 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,proposal or reply on a contract to provide goods or services to a public entity; may not submit a bid,proposal or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids,proposal, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under 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, proposal, or reply on contracts to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, NEXTREQUEST 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, NEXTREQUEST 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, NEXTREQUEST 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 NEXTREQUEST has been placed on the convicted vendor list. NEXTREQUEST 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, NEXTREQUEST 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 NEXTREQUEST 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 4 3528 Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of NEXTREQUEST, I hereby certify that the company identified above as "NEXTREQUEST" 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 Sectors List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: 1111:p://NvNvNv.dnrs.irryflor:ida.coi-yi/i)risiiiess p z it /vetid �r: itiforrnatioti/convict: t�s dc�......�iscri�rri���tc�rYcc����Raitits........�c���c�r ..iist:s Non-Collusion Affidavit NEXTREQUEST 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 NEXTREQUEST, the bidder/proposer making the Proposal/quote for the project or goods described in the Scope of Work/Invoice/Quote and that I executed the said proposal/quote with full authority to do so; the prices in this bid/proposal/quote 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/proposal/quote have not been knowingly disclosed by the bidder/proposer and will not knowingly be disclosed by the bidder/proposer prior to bid opening (if a bid opening is being held for the procurement of this project, goods or services), directly or indirectly, to any other bidder/proposer or to any competitor; and no attempt has been made or will be made by the bidder/proposer to induce any other person, partnership or corporation to submit, or not to submit, a bid/proposal/quote 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. NEXTREQUEST Signature Bob Sydnor Name (printed) CTrO 3/14/2024 Title Date 5 3529 County of Monroe y� „t BOARD OF COUNTY COMMISSIONERS l�l ' V Mayor Sylvia J.Murphy,District 5 _ Mayor Pro Tem Danny L.Kolhage,District 1 The he Florida Keys � � � ���U���� ��� Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District Robert B.Shillinger,County Attorney— Pedro J.Mercado,Assistant County Attorney** Office of the County Attorney Cynthia L.Hall,Assistant County Attorney** 1111 12t'Street,Suite 408 Christine Limbert-Barrows,Assistant County Attorney** Key West,FL 33040 Derek V.Howard,Assistant County Attorney** (305)292-3470—Phone Steven T.Williams,Assistant County Attorney** (305)292-3516—Fax Peter H.Morris,Assistant County Attorney Patricia Fables,Assistant County Attorney Chris Ambrosio,Assistant County Attorney* Paunece Scull,Assistant County Attorney **Board Certified in City,County&Local Govt.Law MEMORANDUM TO: OMB FROM: Brian Bradley, Senior Coordinator Monroe County Attorney's Office DATE: May 22, 2019 SUBJECT: Public Records Management Software Brian Bradley, Allison Williams and Maureen Proffitt reviewed the three software packages (see attached proposals) and found NextRequest to be the best fit for the County. Its ease of use is its strong point—making for an easier learning curve with staff. In addition, it had tools to upload and edit PST files. PST files are the format we use to supply email requests—no other solution had this type of option. This is not the cheapest solution reviewed; however, it is best fit for our needs and worth paying the additional cost. See the attached scoring sheet for price breakdown of the three reviewed programs. If you have any questions, or need further information,please feel free to contact me at 292-3470. Thank you 3530 Scoring Sheet Records Management Software Brian Bradley, Allison Williams and Maureen Proffitt reviewed the three software packages below and reached the following decision. 1. NEXTREQUEST $16,040.00 Set-cost each year for the next three years. Of the three, this one received the best review overall. Ease of use and power are the strong points. 2. GOVQA $22,400 first year, $20,300 after The most powerful; however, the most complex. It would have a higher learning curve that would be a hindrance to staff. 3. JustFOIA $9000 first year, $6,500 after. It is a bit of a mix between the two above. It would be able to do the job; however, it is not as elegant as NextRequest. Its strongest point is its price. 3531 NextRequest Master Service Agreement This Master Service Agreement ("MSA"), together with the order form ("Order Form") executed between NextRequest and Customer,which is incorporated herein by reference, constitute a legally binding contract between NextRequest and Customer. The Order Form, together with this MSA is referred to as the "Agreement" or"Service Agreement". "NextRequest" means NextRequest, LLC., a Delaware Corporation with principal offices at 212 W. Main St., Suite #500, Durham, NC 27701 and "Customer" means the entity or person identified as such in the Order Form. Each of NextRequest and Customer may each be referred to as a "Party" and together as the "Parties". 1. Defined Terms 1.1. "Business Day" or "Business Hours" means 9:00 a.m. — 6:00 p.m. Monday through Friday, U.S. Pacific time, excluding public holidays in the United States. 1.2. "Confidential Information" means all information disclosed by one Party(the"Disclosing Party") to the other Party(the"Receiving Party"),whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including information that is marked or otherwise conspicuously designated as confidential, and for NextRequest only, scripts and other tools used in the Service. Information that is (i)independently developed by either Party, without reference to the other's Confidential Information, (ii) is or becomes publicly available (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee of the Receiving Party), (iii) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (iv) becomes available to either Party without restriction other than through breach of the Agreement or applicable law, will not be "Confidential Information" of the other Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Disclosing Party to participate in the proceeding to the extent permitted by law. 1.3. "Customer Content" means any content (including without limitation data, text, audio, video, or images) that Customer provides or transfers to NextRequest for processing, storage or transmission in connection with Customer's use of the Service, including without limitation, public records requests Customer receives directly from Requesters and submits to the Service, as well as any public records results (including redacted versions of documents)that Customer provides, uploads, publishes, displays, transfers or otherwise makes available to NextRequest through its use of the Services. Customer Content does not include Usage Data collected from Customer or Requesters. 1.4. "Customer User" means a person authorized by Customer,such as a Customer employee, to use the Service on Customer's behalf. Customer User does not include Requesters. 1.5. "Hourly Services" means hourly support or training services to be provided by NextRequest under an applicable Order Form. 1.6. "Intellectual Property" or"IP" means all rights in, to, or arising out of: (i) any U.S., international or foreign patent or any application therefor and any and all reissues, divisions, continuations, renewals, extensions, continuations-in-part, utility models and supplementary protection certificates thereof; (ii)inventions(whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information or materials, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask work registrations, and applications therefor in the U.S. or any foreign country, and all other rights corresponding thereto throughout the world; (iv) trademarks, service marks, trade names, domain names, logos, trade dress, and all goodwill associated therewith; and (v)any other proprietary rights or a similar nature anywhere in the world. 1.7. "Prohibited Content" means content (i) that violates any third party's rights, including privacy or Intellectual Property rights; (ii) that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane,obscene, abusive, hate related, violent, harmful to minors; (iii)that advocates racial or ethnic intolerance; (iv) intended to advocate or advance computer hacking or cracking; 01222024 3532 (v)gambling; (vi)other illegal activity; (vii)drug paraphernalia; (viii)phishing; (ix)malicious content; and (x) other material, products or services that violate or encourage conduct that would violate any laws or third-party rights. 1.8. "Requester" means a person that uses the Service to make a public records request or to access or download publicly-available records. 1.9. "Requester Content" means information provided directly to NextRequest by a Requester. Requester Content does not include Usage Data collected from Requesters. 1.10."Sensitive Information" means Confidential Information such as financial data, personal data, individually identifiable information about children, individually identifiable health information, geolocation information about specific people, Social Security numbers, driver's license numbers, other confidential ID numbers, financial account numbers, credit or debit card numbers, personal identification numbers (PINs) or passwords, street addresses, phone numbers or other personal information. 1.11."Service" means NextRequest's integrated web-based service, which assists customers in responding to public records requests. The Service consists of a core web-based application and any optional modules which may be purchased by Customer. The details of the Service subject to this Agreement are set forth in the Order Form. 1.12."Service Level Agreement" or"SLA" means the NextRequest Service Level Agreement attached as Exhibit A to this Agreement and incorporated by reference. 1.13."Service Providers" means third-party providers of services that are part of the Service. 1.14. "Usage Data" means information other than Customer Content or Requester Content that is collected, directly or indirectly, from Customer or Requesters by or through the Service that specifically tracks the usage or performance of the Service, including information that incorporates or is derived from the processing, storage or transmission of information, data or content by or through the Service as well as any information, data or other content derived from NextRequest's or its Service Providers' monitoring of Customer's access to or use of the Service such as information reflecting the access or use of the Service by or on behalf of Customer or any Requester. All right, title, and interest in and to the Usage Data shall remain exclusively with NextRequest. Usage Data shall be considered the Confidential Information of NextRequest. NextRequest will employ commercially reasonable measures to ensure that access to Usage Data is not provided to any third party unless such entity has a need to know in order for NextRequest to perform its obligations under this Agreement. Notwithstanding anything else, Customer acknowledges and agrees that NextRequest may: (a) use Usage Data as necessary to provide Services under this Agreement, including for purposes of billing and providing reports to Customer; and (b) use and disclose Usage Data provided that it is aggregated in a manner that does not identify Customer, Customer's Users, or Requesters, and cannot be used to determine which portion of the aggregated data is related or attributable to Customer. 2. Services 2.1. NextRequest Service. During the term of this agreement, NextRequest will use commercially reasonable efforts to deploy, host, and maintain for Customer the Service further described in the Order Form. 2.2. Service Level Agreement. NextRequest will provide support for the Service according to the terms of the Service Level Agreement attached hereto as Exhibit A and incorporated by reference. 2.3. Other Services. If provided in the Order Form, NextRequest will provide Additional Services consistent with industry standards and according to the terms in the Order Form. Services such as setup or customer support will be provided during Business Hours, online, or by telephone, unless otherwise agreed to by the Parties. 2.4. Excluded Services. Unless expressly provided in the Order Form, NextRequest is not responsible for registering or maintaining domain names or DNS; hardware or software not provided as part of the Service; integration between the Service and any other software or system(except for issues originating with the Service or its interfaces); or providing direct support to Requesters. 2.5. Security. The Service is hosted by third-party Service Providers pursuant to agreements between NextRequest and such Service Providers. NextRequest maintains the level of security outlined in NextRequest's Security Policy ("Security Policy"), which is available at https://www.nextrequest.com/compliance/security-policy. 3. Intellectual Property and Licenses. 01222024 3533 3.1. Service. The Service is protected by copyright, trademark, trade secret, and other intellectual property laws of both the United States and foreign countries. Except for the express licenses granted in this Section 3.1, NextRequest reserves all rights in the Service. As between Customer and NextRequest, NextRequest retains all and exclusive rights, title, and interest in and to the Service, including all Intellectual Property rights or moral rights in the Service related thereto or created, used, or provided by NextRequest for the purposes of this Agreement, and any products, works, software used to provide the Service to Customer. During the Term and conditioned upon Customer's compliance with all provisions of this Agreement, NextRequest hereby authorizes Customer to access and use the Service for purpose of accepting, responding to and managing public records requests and publishing responsive documents ("Purpose"), and grants to Customer a personal, limited, royalty-free, non-exclusive, non-assignable, non-sublicensable and non-transferable right and license to use the Service only for the Purpose. Customer shall not(and shall not permit any third party to) directly or indirectly (a) copy, modify, translate or create derivative works or improvements of the Service; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Service or any part or derivative thereof to any person; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, underlying ideas, algorithms, structure or organization of the Service, in whole or in part; or (d) defeat, bypass, breach, deactivate, or otherwise circumvent any security device or protection used by the Service or access or use the Service other than through the use of its own then valid access credentials. 3.2. Customer Content. As between Customer and NextRequest, Customer retains ownership of all Intellectual Property in Customer Content. Customer grants to NextRequest, its Service Providers and each of NextRequest's respective subsidiaries, affiliates, and successors a worldwide, non- exclusive, royalty-free, fully-paid-up, transferable, irrevocable, perpetual, unlimited, and sub- licensable right and license to use, host, store, cache, reproduce, publish, publicly display, perform,distribute,transmit,translate, publicly perform, adapt, modify, and otherwise fully use and exploit Customer Content, in all media now known or later developed, for the purpose of providing the Services. 3.3. Requester Content. Requester Content submitted directly by a Requester to NextRequest is governed by the NextRequest..f..e.lrms...of...Service. As set forth in the Terms of Service, Requester grants to Customer a worldwide, non-exclusive, royalty-free, fully-paid-up, non-assignable, non- transferrable, irrevocable, perpetual, and non-sublicensable right to use Requester Content solely for the Purpose. 3.4. Feedback and improvements.Any suggestions provided by Customer in any form or medium to NextRequest with respect to NextRequest's products or services shall be collectively deemed "Feedback." NextRequest will be free to use Feedback without any obligation to Customer and Customer hereby assigns to NextRequest all rights, title, and interest in and to any Feedback. NextRequest will be considered the sole author of all modifications or improvements to the Service. NextRequest may use Customer Content to improve the Service and shall be the sole owner of any such improvements, so long as such use protects the confidentiality of Customer Content. 4. Customer Obligations and Restrictions 4.1. Security. Customer will protect the accounts, passwords, and other authentication information Customer uses to access the Service and any NextRequest system, and is responsible for the use of the Service by any Customer User, employee of Customer, any person Customer authorizes to use the Service, any person to whom Customer has given access to the Service, and any person who gains access to Customer Content or the Service as a result of Customer's failure to use reasonable security precautions, even if such use was not authorized by Customer. Customer's user names, passwords, other login information or personal information may be stored by NextRequest or its Service Providers in the course of providing Service and may be available to the Service and Service Providers. 4.2. Compliance with Laws. Customer is solely responsible for Customer Content and will comply with all laws applicable to Customer's use of the Service, including without limitation, all local, state, and federal public records law and privacy and security laws. NextRequest shall not be liable for any damages that arise due to Customer's use of the Services or publication, processing, storage or transmission of any information in violation of any law. Customer represents and warrants that it has reviewed the Security Policy carefully and has made its own, independent determination whether the levels of privacy and security set forth in the Security Policy are sufficient for Customer's use of the Service. Customer acknowledges and agrees that the Service, 01222024 3534 including without limitation the degree of privacy and security provided by the Service, may not comply with special privacy and security requirements relating to the processing, storage or transmission of Sensitive Information. Customer will not use the Service to process any information subject to the Health Insurance Portability and Accountability Act ("HIPAK) without signing a Business Associations Agreement with NextRequest. Customer agrees that if Customer uses the Service to process Sensitive Information, any such use is at Customer's own risk and NextRequest will have no liability to Customer or any third party arising out of or relating to such use. Customer recognized that NextRequest can be assessed fees, fines, and penalties ("Penalties") by the overseeing agency due to Customer's breach of this section 4.2. In the event Customer breaches its covenants in this section 4.2 and NextRequest is assessed Penalties, Customer shall bear all responsibility for payment of such Penalties in an amount up to $100,000 per violation, per year. Customer will not disclose to NextRequest or the Service any information that Customer is prohibited by any law or regulation from disclosing. 4.3. Acceptable Use Policy. Customer shall not use the Service (i)to send or facilitate the sending of unsolicited bulk commercial email (spam)or inundating a target with communications requests so the target cannot effectively respond to legitimate traffic; (ii)to send, upload, distribute, or transmit or store Prohibited Content (iii) to distribute malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (iv) to alter, disable, interfere with, disrupt, circumvent or exploit vulnerabilities in any aspect of the Service or NextRequest's or third parties'other services or systems; (vi)monitor data or traffic on the Service without permission; (vii)forge TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route; (viii)to infringe or misappropriate the Intellectual Property or privacy rights of any person; (vii) to otherwise violate, or promote the violation of, any law or the legal rights of any person; (viii) to impersonate another person; (ix)for any high risk use where failure of the Service could lead to death or serious bodily injury or any person or to physical or environmental damages, such as applications controlling transportation, medical systems or weaponry systems; or (x) to otherwise access or use the Service beyond the scope of the authorization granted under Section 2.1. If Customer becomes aware of any actual or threatened activity prohibited under this section, Customer shall immediately take all reasonable measures to stop the activity, to mitigate its effects, and to notify NextRequest. Customer is responsible for any act or omission of any Customer User. NextRequest and its Service Providers may report any activity, including disclosing appropriate information, if they suspect such activity violates any law or regulation. 4.4. Service Policies and Privacy. Customer acknowledges that NextRequest is required by law to provide a Privacy Policy for all users of the Service and visitors to NextRequest.com. Customer acknowledges that all users of the Service are subject to the NextRequest Privacy Policy available at https://www.nextrequest.com/privacypoIicy,which applies to information and data collected with respect to Requesters and Customers, including Requester Content, Usage Data and email correspondence handled by the Service. The NextRequest privacy policy applies to Usage Data relating to Customer Content, but does not apply to Customer Content itself. Customer acknowledges that, in order to use the Service, all users of the Service are subject to the NextRequest Terms of Service available at https://www.nextrequest.com/termsofservice which may be updated from time to time. 4.5. Deletion of Customer Content. The Service enables Customer to delete Customer Content for purposes of adhering to Customer's document retention or other policies, or any applicable law. When Customer deletes Customer Content ("Deleted Content"), such Customer Content is removed from databases accessible to Customer, Requester and/or the general public so that Customer no longer has access to Deleted Content. However, copies and backups of Deleted Content may continue to be stored on NextRequest's or its Service Providers' servers. Customer acknowledges and agrees that after deletion, under no circumstances will NextRequest provide Customer with copies of Deleted Content. NextRequest may provide Deleted Content to third parties as required by law or a court order, and will notify Customer to the extent allowed by applicable law. 4.6. Removal of Customer Content,Suspension of Service 4.6.1. NextRequest reserves the right to remove or prohibit any Customer Content or Requester Content that NextRequest determines in its sole discretion violates applicable law or the Acceptable Use Policy. 4.6.2. NextRequest may suspend or terminate Customer's use of the Services if NextRequest reasonably believes in its sole discretion that: (a)it is required to do so by law or a regulatory orgovernment body,ordoing so is necessary to protect the rights of NextRequest, 01222024 3535 its Service Providers, a Requester, or its other Customers; (b)Customer has failed to comply with any material term of this Agreement, including the Acceptable Use Policy; (c) Customer's use violates applicable law or third-party rights;or(d)this Agreement expires or is terminated. In the event of that Customer's use of the Services is suspended or terminated pursuant to this Section 4.6.2, Customer shall be entitled as its sole remedy (and NextRequest's sole obligation)to a proportionate refund of any prepaid unused Fees from the date of suspension or termination. 4.6.3. Notwithstanding the foregoing and for the avoidance of doubt, NextRequest shall have no obligation to monitor,filter, or disable access to any Customer Content or Requester Content. 4.6.4. If NextRequest or a Service Provider elects to remove Customer Content or suspend the Services, to the extent possible and permitted by applicable law, NextRequest will give Customer advance notice of at least one (1) Business Day and will use commercially reasonable efforts to provide removed Customer Content to Customer to maintain Customer's business process continuity. 4.6.5. If Customer Content is removed as part of the notice-and-takedown procedure provided by the Digital Millennium Copyright Act ("DMCA"), and Customer believes such Customer Content was wrongly removed as a result of a copyright infringement notice, Customer may notify NextRequest as provided in section 6.3 of the Terms of Service. 5. Customer Representations and Warranties. Customer represents,warrants, and covenants that: 5.1. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; 5.2. It has the legal right and authority to enter into and perform its obligations under this Agreement; 5.3. The execution and performance of this Agreement will not conflict with or violate any provision of any applicable federal, state, or municipal law, regulation, or ordinance; 5.4. This Agreement, when executed and delivered, will constitute a valid and binding obligation will be enforceable against Customer in accordance with its terms; 5.5. It has all necessary rights in the Customer Content to permit Customer's use of the Service and to grant the licenses contained in this Agreement without infringing the Intellectual Property or other rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is bound; 5.6. Customer has the legal right and authority to provide Customer Content to NextRequest, and to make such Customer Content and Requester Content publicly available through the Service. 5.7. Customer's disclosure to the Services of any Customer Content or Requester Content will not violate any third-party Intellectual Property Rights or privacy rights. 6. Fees and Invoicing. 6.1. Fees, Invoicing. Customer will pay all fees stated in the Order Form within 30 days of receiving an invoice from NextRequest. 6.2. Payments Processing. This section applies to Customers who use NextRequest's online payment tools and integrations (the "Payments Module"). The Payments Module and related integrations is made available through agreement(s) with Stripe, Inc., the terms of which are available at lh„ttas //siriarr/ s/Ig „I. By electing to use the Payments Module, Customer agrees to abide by the relevant terms of NextRequest's agreements with Stripe, Inc., including without limitation terms relating to compliance with applicable laws, data privacy, and permitted and prohibited uses. Transactions processed using the Payments Module are handled directly between Requesters, Customer and Customer's Payment processor (for example, Stripe). NextRequest does not receive sensitive financial information (such as credit card or bank numbers) relating to the transactions. The only data made available to NextRequest is a record of the transaction including invoice information and the amount of the transaction. 6.3. Expenses. If Customer purchases Hourly Services, Customer will reimburse NextRequest for all ordinary and necessary expenses incurred in connection with the performance of the Hourly Services, including travel-related expenses. All travel will be pre-approved by Customer. 6.4. Taxes. Customer is responsible for any taxes that may be due as a result of this Agreement, except for taxes on NextRequest's net income. Taxes payable by Customer will be billed as separate items on NextRequest's invoices and will not be included in NextRequest's fees. If Customer claims a tax exemption, Customer must provide documentation of the exemption to NextRequest at the time of Customer order. 7. Confidential Information 7.1. Duty to Protect Confidential Information. Each Party will exercise the same degree of care and protection with respect to the Confidential Information of the other Party that it exercises with respect to its own Confidential Information, at least a reasonable degree of care. A Party will not 01222024 3536 use the Confidential Information of the other Party except as permitted by this Agreement. Notwithstanding the foregoing either Party may disclose the other's Confidential Information to its employees and agents who have a need to know for the Purpose, provided that any agent to which Confidential Information is disclosed is bound by non-disclosure terms at least as protective as those in this Agreement. 7.2. Return of Confidential Information. Unless otherwise authorized, upon the earlier of termination of this Agreement or request by the other Party, each Party will promptly return or, subject to Section 4.5 and any applicable law, destroy all Confidential Information disclosed to it by the other Party and provide certification that all such Confidential Information has been returned or destroyed. 7.3. Notification Obligation. If a Party becomes aware of any unauthorized use or disclosure of the Confidential Information of the other Party, it will make commercially reasonable efforts to notify the other Party of the unauthorized use or disclosure and assist in seeking a protective order or other appropriate remedy. 8. Publicity. Customer hereby authorizes NextRequest to include NextRequest's name and logo inconspicuously within the Client's instance of the Services. Customer may publicly refer to itself as a customer of the NextRequest Services, including on Customer's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other's logo in conformance with such Party's trademark usage guidelines and solely for the purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld. 9. Term and Termination 9.1. Term. The term of this agreement begins on the earlier of (1) acceptance of this Agreement by Customer or (2) the first date on which NextRequest begins providing Services to Customer and ends on the later of(a) the last day of the Initial Term as set forth in the Order Form, (b) the last date of any renewal term, or (c) the last date on which NextRequest provides Services to Customer. Unless NextRequest receives notice of termination from Customer 60 days or more before the expiration of the initial term (or any renewal term), the Agreement will renew automatically on the terms set forth herein for an additional term of one year at NextRequest's then-current rates. 9.2. Termination for Convenience. Customer may terminate for convenience at any time upon 30 days' written notice to NextRequest but will not be entitled to any refund of fees for any unused portion of the Service or unused Hourly Services. 9.3. Termination for Breach. Either Party may terminate the Agreement for breach if the other Party materially fails to meet any obligation stated in the Agreement and does not remedy that failure within thirty(30)days of written notice from the nonbreaching Party describing the failure. 9.4. Effect of Termination. Upon expiration or termination of this Agreement for any reason, all licenses and rights to use the Service granted to Customer shall terminate immediately, and Customer shall immediately cease all use of the Service. If Customer has paid in advance for Service,and this Agreement terminates due to material breach of this Agreement by NextRequest, NextRequest shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy provided in this Agreement or provided in law or equity, NextRequest shall be entitled to retain any amounts already paid. The following terms will survive expiration or termination of the Agreement: Sections 3, 4, 6, 7, 8, 11, 12, and 13 as well as all other provisions of the Agreement that by their nature are intended to survive expiration or termination of the Agreement. 10. Changes to Services. In order to improve the Service, NextRequest may change, upgrade, patch, enhance, or fix any or all of the Service ("Updates") from time to time in order to provide the Service, and such Updates will become part of the Service and subject to this Agreement; provided that Next Request shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that NextRequest may cease supporting old versions or releases of the Service 01222024 3537 at any time; provided that NextRequest will make commercially reasonable efforts to give Customer prior notice of any major changes to the Service. 11. Intellectual Property Infringement and Indemnification 11.1. NextRequest's Obligations for IP Infringement. If any action is instituted by a third party against Customer based upon a claim that any part of the Service (an "Infringing Item"), infringes any Intellectual Property right, NextRequest's sole obligation will be at its option and expense to (a) procure for Customer the right to continue using the Infringing Item, (b) replace or modify the Infringing Item so that it is no longer infringing but continues to provide comparable functionality, or(c)terminate this Agreement and Customer's access to the Service, in which case NextRequest shall refund a prorated amount of any amounts paid for which Service have not yet been received. NextRequest shall have no liability to Customer for any infringement action to the extent such action arises out of a breach of the terms and conditions of this Agreement by Customer or of the use of the Service (or any component part thereof)after it has been modified by Customer without NextRequest's prior written consent. This Section 11.1states NextRequest's sole liability to Customer, and Customer's exclusive remedy against NextRequest for infringement claims. 11.2. Customer's Indemnification of NextRequest. Unless prohibited under applicable law given Customer's status as a public entity, Customer agrees to defend, indemnify and hold harmless NextRequest and its affiliates and their respective directors, officers, employees, and agents from and any and all damages, liabilities, costs, and expenses (including reasonable attorneys' fees) incurred as a result of any claim, judgment, or proceeding relating to or arising out of: (a) Customer's breach of this Agreement, including without limitation of any of Customer's warranties or representations or NextRequest's Acceptable Use Policy or (b) any claim alleging that NextRequest has infringed or secondarily infringed on the intellectual property or proprietary right of a third party as a result of Customer Content or Customer's use of the Service, whether or not Customer was aware of the allegedly infringing conduct and whether or not the conduct is actually infringing. 12. Disclaimers and Limitations on NextRequest's Liability 12.1. NextRequest is not responsible to Customer or any third party for unauthorized access to Customer Content or the unauthorized use of the Service unless the unauthorized access or use results from NextRequest's failure to meet its security obligations under this Agreement. 12.2. Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS"AND "AS AVAILABLE"AND NEXTREQUEST MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXTREQUEST MAKES NO REPRESENTATION OR WARRANTY (A) USE OF THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, (B) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR(C)REGARDING THE ACCURACY OR RELIABILITY OF ANY CONTENT. 12.3. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.4, IN NO EVENT WILL NEXTREQUEST OR ANY OF ITS SUCCESSORS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE FOR (a) LOSS OF GOODWILL OR REPUTATION; (b) EXCEPT AS EXPRESSLY PROVIDED IN THE SERVICE LEVEL AGREEMENT, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF THE SERVICE; (c)COST OF REPLACEMENT GOODS OR SERVICES; OR (d) LOST REVENUES OR PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF NEXTREQUEST AND ITS SUCCESSORS, LICENSORS, OR SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER,WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL 01222024 3538 AMOUNT ACTUALLY PAID BY CUSTOMER TO NEXTREQUEST UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT APPLICABLE LAW PROHIBITS THE FOREGOING LIMITATION OF LIABILITY, NEXTREQUEST'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. 12.4. Nothing in this Agreement limits or excludes either Party's liability for its gross negligence or willful misconduct. 13. General 13.1. State Agency Piggybacking. NextRequest agrees to allow Customer and other public agencies in the State of [CUSTOMER'S STATE] to purchase additional items, at the same terms and conditions as this Agreement, excluding pricing and term length, and services to be provided, which will be separately agreed upon by NextRequest in a mutually executed Order Form. 13.2. Governing Law. Unless otherwise mutually agreed by the Parties in an Order Form, this Agreement will in all respects be governed by and construed and enforced in accordance with the laws of the State of California, without respect to conflict-of-laws principles. 13.3. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association in San Francisco, California. Upon receipt of notice of any dispute to be settled by binding arbitration, the American Arbitration Association will use its best efforts to appoint a single arbitrator within 30 days after receipt of such notice. 13.4. Arbitration Award. The arbitrator will not have the authority to award exemplary or punitive damages to any injured party.A decision by the arbitrator will be final and binding. Judgment may be entered on the arbitrator's award in any court having jurisdiction, and such award will not be appealable. 13.5. Notice. Written notice by either Party to the other may be given: (i) in person, and such notice will be deemed valid on the date of delivery in person; or(ii)by email to the Party contact identified in the Order Form, and such notice will be deemed valid as of the proof of mailing date. 13.6. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. NextRequest may use Service Providers to perform all or any part of the Service, but NextRequest remains responsible to Customer under this Agreement for Service performed by its Service Providers to the same extent as if NextRequest performed the Service itself. 13.7. Force Majeure. Neither Party will be in breach of the Agreement if the failure to perform the obligation is due to an event beyond either Party's control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry. 13.8. Modifications. Unless otherwise expressly permitted in this Agreement, the Agreement may be amended only by a formal written agreement signed by both Parties. An Order Form may be amended to modify, add, or remove services by mutual written agreement of the Parties, agreement by email being sufficient. Any terms on Customer's purchase order or other business forms by which Customer orders or pays for Service will not become part of this Agreement. 13.9. Entire Agreement. The Agreement, together with the Order Form, Terms of Use and Privacy Policy, constitutes the complete and exclusive agreement between the Parties regarding the Service and supersedes and replaces any prior understanding or communication, written or oral. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of NextRequest which is not set out in the Agreement. 13.10. Precedence. If there is a conflict between the Order Form and this Agreement, then this Agreement will control. 13.11. Unenforceable Provisions. If any part of the Agreement is found unenforceable by a court,the rest of the Agreement will nonetheless continue in effect, and the unenforceable part will 01222024 3539 be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the Parties underlying the Agreement. 13.12. No Waiver. Each Party may enforce its respective rights under the Agreement even if it has waived the right or failed to enforce the same or other rights in the past. 13.13. No Partnership. The relationship between the Parties is that of independent contractors and not business partners. Neither Party is the agent for the other, and neither Party has the right to bind the other to any agreement with a third party. 13.14. No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement. 13.15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered a legal original for all purposes. 01222024 3540 NextRequest Service Level Agreement This Service Level Agreement ("SLA") defines the support obligations of NextRequest, LLC, a Delaware corporation ("NextRequest") to Customer, a purchaser of NextRequest's service. The terms of this SLA are incorporated into and subject to the terms of the NextRequest Master Service Agreement.Capitalized terms not defined in this SLA shall have the meanings given to them in the NextRequest Master Service Agreement. 1. Service Guarantees 1.1 Availability. NextRequest provides hosting for the NextRequest service through a Service Provider ("Hosting Provider"), which does not make guarantees about uptime. Based on past performance, NextRequest anticipates 99.9% uptime of the application, with the exception of planned outages for maintenance and upgrades for which NextRequest notifies the Customer 24 hours in advance ("Uptime"). If NextRequest fails to meet the Uptime,the Customer will be eligible for credits as described in section 3.2. 1.2 Security. NextRequest takes the security of the Customer's data seriously and protects it according to the rigorous security practices described in our System Security Plan.The Hosting Provider utilizes certified data centers managed by Amazon, which implements industry-leading physical, technical, and operational security measures and has received ISO 27001 certification and Federal Information Security Management Act (FISMA) Moderate Authorization and Accreditation from the U.S. General Services Administration. If NextRequest becomes aware of any unauthorized access to its systems that poses any threat to the Service or the Customer's data, NextRequest will notify the Customer in writing of the issue no later than the close of the next Business Day after NextRequest learns of it. 1.3 Data Integrity. The Hosting Provider makes daily backups of Customers' systems and data. Seven (7) daily backups and five (5)weekly backups are retained. 1.4 Location of Service. Service and Customer's data is hosted in the United States. 2. Service Request Process 2.1 Service Request Definition. A Service Request is any email, phone call, or in-app chat ticket sent to NextRequest by the Customer indicating support action is necessary or desired.This includes Bug reporting and Customer Support. 2.2 Severity Levels and Response Times. Each Service Request will be assigned a Severity Level by the party initiating the request. If NextRequest reasonably determines that the Customer has assigned an incorrect Severity Level to a ticket, NextRequest may assign a different Severity Level. The Severity Levels are defined below, along with the corresponding Initial Response Time within which NextRequest(or, in the case of Critical requests, our Hosting Partner) will respond to the Customer's request and begin work on the issue: Severity Level Definition Initial Response (Priority) Time and Channel Critical Service is Service is inoperative, Customer's business operations or 2 hours during inoperative productivity are severely impacted with no available workaround, Business Days or a critical security issue exists. (phone or email) Standard (High) Service is operating but issue is causing significant disruption of 1 Business Day Customer's business operations; workaround is unavailable or (phone or email) inadequate. 01222024 3541 Standard Service is operating and issue's impact on the Customer's 1 Business Day (Medium) business operations is moderate to low; a workaround or (email) alternative is available. Standard (Low) Issue is a minor inconvenience and does not impact business 1 Business Day operations in any significant way; little or no time sensitivity. (email) 2.3 Standard Service Requests 2.3.1 Initiating Standard Service Requests. The Customer may initiate a Standard Service Request by opening a ticket via the NextRequest in-app chat system. NextRequest support team members or systems may also create tickets on the Customer's behalf in response to issues identified by monitoring systems. 2.3.2 Response and Resolution. Once NextRequest has responded to a Service Request, NextRequest will work during Business Hours with the Customer's representatives and, as needed, our Hosting Partner to resolve the problem or provide a workaround. NextRequest makes no guarantee regarding the time to resolve a Service Request, only that NextRequest will use the reasonable efforts described above. 2.4 Critical Service Requests 2.4.1 Initiating Critical Service Requests. The Customer may initiate a Critical Service Request by calling NextRequest directly at 833-698-7778 or emailing support@nextrequest.com. The Customer will be directed to leave contact information and a detailed description of the issue. 2.4.2 NextRequest's Response. NextRequest's support staff will contact the Customerwithin 2 hours during a Business Day of receiving the Customer's report of a Critical Service Request and will work continuously until the issue is resolved or a workaround is available. NextRequest will provide the Customer with regular updates until the issue is resolved and will coordinate with the Customer during Business Hours. 2.5 Customer Responsibilities. The Customer agrees to assist NextRequest as necessary to resolve Service Requests and to provide any information NextRequest reasonably requests, including information necessary to duplicate the issue. The Customer agrees to make available personnel capable of understanding and accurately communicating technical details necessary to enable NextRequest to review issues, and to assist NextRequest in diagnosing issues. 2.6 Bugs and Bug Reporting 2.6.1 Bug Definition. A Bug is defined as any issue where the NextRequest application does not function as intended. It is at the sole discretion of NextRequest staff to determine if an issue is classified as a Bug. None of the Customer's Customer Support hours will be deducted for reporting Bugs. The Customer may submit a Service Request in order to report a Bug. 2.7 Customer Support 2.7.1 Customer Support Definition. Staff time spent by NextRequest assisting the Customer or Customer's representatives after the Service Agreement has been signed is defined as Customer Support. This may include helping users with account creation, account log in, configuration, or understanding features. Customer Support hours exclude: bug reporting and related discussions and fixes; regularly scheduled check-ins with NextRequest staff as specified in the Order Form; and training sessions specified in the Order Form. The Customer may submit a Service Request in order to receive Customer Support. 3. Service Credits 3.1 Issuance. If NextRequest fails to meet the response time stated above, the Customer will be entitled to a credit of Service hours for each hour during which the response time guarantee is not met, up to a total 01222024 3542 of 8 hours per incident. The Customer must request a credit in writing via a support ticket no later than 14 days following the occurrence of the event giving rise to the credit. Credits will be applied to invoices issued in the future. 3.2 Sole Remedy. The credits stated in this Agreement are the Customer's sole remedy in the event NextRequest fails to meet a guarantee for which credits are provided. If NextRequest fails to perform any obligation for which a credit is not provided, the Customer's sole remedy is to have NextRequest perform or re-perform the obligation, as applicable. The maximum total credit for failure to meet any guarantee during any calendar month shall not exceed one twelfth of the annual recurring fee for the Service. 3.3 Credits for Downtime. During the term of the contract, the Service will be operational and available at least 99.9%of the time in any calendar month,with the exception of planned outages for maintenance and upgrades for which NextRequest notifies the Customer 24 hours in advance. If NextRequest does not satisfy 99.9% uptime, the Customer will be eligible to receive the service credits described below. In order to receive service credits,the Customer must request the credit in writing via a support ticket within 30 days from the time the Customer becomes eligible to receive a service credit. Monthly Uptime Days of Service added to the end of the service term at no Percentage charge to Customer 99.9%to 99.0% 3 98.9%to 7 95.0% <94.9% 15 3.4 Extraordinary Events. The Customer is not entitled to a credit for downtime or outages resulting from denial-of-service attacks, hacking attempts, or any other circumstances that are not within our control. 3.5 No Credit in Breach. The Customer is not entitled to a credit if: (i) the Customer is in breach of the Agreement(including the Customer's payment obligations to NextRequest)at the time of the occurrence of the event giving rise to the credit, (ii) the event giving rise to the credit results from the Customer's prior breach of the Agreement, or(iii)to the extent our failure to meet an Initial Response Time guarantee results from the Customer's delay or failure to meet the requirements of Section 2.5 ("Customer Responsibilities") of this SLA. 01222024 3543