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12/11/2024 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: December 20, 2023 TO: Alan MacEachern, Director Information Technology FROM: Liz Yongue, Deputy Clerk SUBJECT: December 11, 2024 BOCC Meeting The following item has been executed and added to the record: C25 Contract with Forerunner Industries, Inc. to provide software and services that will allow the County to efficiently engage in Floodplain Management activities, monitor compliance with the National Flood Insurance Program (NFIP), and streamline activities related to the Community Rating System (CRS)program for one (1) year starting at$89,000.00. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT between MONROE COUNTY,FL and FORERUNNER INDUSTRIES,INC. for Floodplain Management Software& Services (Sole Source) 11th THIS AGREEMENT is made and entered into this 2-rcF day of December , 202�L, by and between the Monroe County, Florida, a political subdivision of the State of Florida, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County") and Forerunner Industries, Inc., a Delaware corporation with principal offices located at 548 Market Street 493531, San Francisco, CA 94104 (the "Contractor") to provide software and services as more specifically described herein. Now therefore, in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents The contract documents consist of this Agreement, and the Contractor's "Master Services Agreement&Statement of Work,"attached and incorporated herein as"Composite Exhibit A." In the event of a conflict between the aforementioned documents, any duly executed amendment to this Agreement(in sequential order)will control, then this Agreement, and then followed by"Composite Exhibit A,"in that order. 2) The Work/Services The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all software, labor, materials, and equipment necessary as indicated in"Composite Exhibit A." b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement appropriate licenses,as applicable and necessary for the services provided. C Consistent with the limitations set forth in paragraph 5, herein, the County may administratively order changes(add or remove)to the approved number of licenses and/or services provided by Contractor. This may be accomplished by means of a written order, proposal, or purchase document in which Contractor agrees to provide and County agrees to purchase more (or less) licenses and/or services detailed within a given scope of work, so long as such written document does not add or change the terms and conditions provided in this Agreement. An administratively approved add-on (expense added amendment) must be executed by the County Administrator, or designee, and attached as an exhibit to this Agreement. If the County should elect to suspend, discontinue, support and/or maintenance services for any or all of the licenses,the City may do so upon thirty (30)days'prior notice,with the applicable fees prorated for the applicable term. 3) Contract Amount&Payment Contractor will perform contract requirements with pricing pursuant to"Composite Exhibit Page 1 of 15 A;" and more specifically the Forerunner Annual License fee for the I" year, plus the sensitive data user permission add-on, equals $89,000.00. Payment the County of an undisputed invoice submitted by the Contractor will be processed within 25 business days after being stamped as received, or otherwise as provided in accordance with the Florida Prompt Payment Act, Section 218.735, Fla. Stat., as amended. County is exempt from payment of Florida State Sales and Use taxes. Additionally, the Contractor must submit invoices that are acceptable to the Monroe County Clerk and Comptroller(County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 4) Agreement Subject to Funding The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term The contract period commences on January 1,2025 and will expire on December 31,2025, unless extended in writing by mutual agreement of the parties.An extension or renewal of this Agreement may be accomplished in one(1)year intervals by the County Administrator exercising her administrative approval authority vested pursuant to the Monroe County Purchasing Policy, so long as all extensions are made expressly subject to the same terms and conditions as provided herein. Under no circumstances will this Agreement have a term that extends beyond December-31, 2030. Any expense-added amendment during the current term,or extensions/renewals hereof,must not exceed the total value of$100,000.00 without prior formal approval of the Board of County Commissioners.As used herein,the "total value" of an expense-added amendment during the current term, and/or renewal(s), is calculated by aggregating the expenses incurred by the County pursuant to this Agreement that have not obtained prior formal approval from the Board of County Commissioners. 6) Contract Extension Beyond the Term In the event services are scheduled to end because of the expiration of this contract, the Contractor must continue the service upon the request of the County's Contract Administrator. The extension period will not extend for more than ninety(90)days beyond the expiration date of the existing contract. The Contractor will be compensated for the service at the rate(s)in effect when the County invokes this extension clause. 7) Independent Contractor This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. 8) Assignment and Subcontracting Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. This Agreement, or any Page 2 of 15 portion thereof, must not be subcontracted without the prior written consent of the County nor may the Contractor assign any monies due or to become due to him or her,without the previous written consent. 9) Termination In the event that the Contractor is found to be negligent in any aspect of service,the County shall have the right to terminate this Agreement after seven (7) days' written notification to the Contractor. a) Termination for Cause and Remedies: In the event of breach of any contract terms, the County retains the right to terminate this Agreement. The County may also terminate this Agreement for cause with Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the County shall provide Contractor with seven (7) calendar days' written notice and provide the Contractor-with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due the Contractor under this Agreement prior to termination, unless the cost of completion to the County exceeds the funds remaining in the contract; however, the County reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to Contractor shall not in any event exceed the spending cap in this Agreement. In addition, the County reserves all rights available to recuperate monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance,located at Section 2-721 et al.of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time,upon ninety(90)days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date, unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. 10) Remedies The County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement, or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. 11) Data Management; Data Security Standards. Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof.For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. Page 3 of 15 12) Insurance Requirements Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required.The Contractor must keep in full force and effect the insurance described during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department or the Artificial Reefs Program Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTTY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of $500,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $500,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $500,000.00 per person, $1,000,000.00 per occurrence, and $100,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. d) CYBER LIABILITY. Contractor must carry Cyber Liability Insurance with limits not less than $2,000,000 per claim, $3,000,000 in the aggregate, and such coverage is required for the benefit of the County throughout the term of this Agreement. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken the Contractor pursuant to this Agreement, and shall include, but not be limited to, information theft, damage to or destruction of electronic information, release of private information, liability of third parties for failure to handle, manage, store, and control personal identifiable information, alteration of electronic information, extortion, network security, legal fees, judgements, settlements, forensic experts and public relations efforts. The policy shall provide coverage for regulatory fines and penalties as well as credit monitoring expenses. Page 4 of 15 e) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ONALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Contractor subcontracts any or all of the work in this contract to any third party, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies required by the County. In addition, the Contractor specifically agrees that all agreements or contracts of any nature with his subcontractors shall include the County as additional insured. 13) Indemnification& Hold Harmless a) Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other invitees;or(C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) Nothing contained herein is intended, nor may it be construed,to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 14) Discriminatory Vendor List Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates,as defined by Section 287.134(1)(a),Florida Statutes,are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may Page 5 of 15 not submit a bid, proposal, or reply on a contract 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 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." 15) County Suspended Vendor List The eligibility of persons to bid for an award of County contract(s),or enter into a contract, may be suspended pursuant to sec. 2-347(I)of the Monroe County Code of Ordinances.In the event an eligible person is suspended by the County after the contract is awarded, or a suspended person is employed to perform work (e.g. subcontractor in a bid or contract) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed up to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. 16) Prohibition on Conflict of Interest,Gratuities,Kickbacks,and Collusion The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required.Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval, recommendation, preparation of any part of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 17) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990 By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. 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 Page 6 of 15 purchase price, or otherwise recover,the full amount of any fee, commission, percentage, gift,or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b),Monroe County Code of Ordinances. 18) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings Throughout the term of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 19) Notice All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested,postage pre-paid,or by courier with proof of delivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: County Administrator Forerunner Industries, Inc. Monroe County 548 Market Street#93531 1100 Simonton Street,Room 2-205 San Francisco, CA 94104 Key West, FL 33040 Email: susanna(a withforerunner.com And(with copy to) Monroe County Attorney's Office I I 1112th Street, Suite 408 Key West,FL 33040 20) Choice of Law and Venue The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida,or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. 21) WAIVER OF JURY TRIAL& MANDATORY PRE-SUIT MEDIATION BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT OR SOLICITATION AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST FOR JURY TRIAL,AND SUCH AMOUNTS MUST BE AWARDED BY Page 7 of 15 THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. 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. 22) Attorney's Fees and Costs County and Contractor 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, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 23) Trade Secrets and Proprietary Confidential Business Information Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002, Florida Statutes, as amended from time to time, or proprietary confidential business information when held by the County as a utility owner, consistent with Section 119.0713(5), Florida Statutes, as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County, will not be subject to public access. However, should a requestor of public records challenge Contractor's interpretation of the term "trade secrets" or "proprietary confidential business information," within five (5) calendar days of such challenge, Contractor must provide a separate written affidavit that includes an indemnification and release guarantee, as approved by the County Attorney or designee, to the County to support its claim that the alleged trade secrets or proprietary confidential business information actually constitutes same as defined by law. Contractor must demonstrate the need for confidentiality of the documentation by showing a business advantage or an opportunity to obtain an advantage if the documentation was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and for Monroe County to prevent the County's release of the requested records. 24) Public Records County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119,Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Page 8of15 c) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services, the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040, EMAIL: PU] LICIZEC .R.D ( M NIZO COTJNTV ] "L,G0V. OR PHONE: 305-292-3470. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 25) Audit Rights The Contractor must maintain accurate books,records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the performance and term of the contract and for a period of five (5) State of Florida fiscal years after completion and acceptance of the Work by the County. Such records must be retained by Contractor for a minimum of five(5) State of Florda fiscal years following the close of the Agreement, or the period required for this particular type of service by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County, and if relevant, the State Inspector General pursuant to Section 20.055(5), as amended, in any investigation and facilitate the duplication and transfer of such records upon the County's request. Contractor agrees to submit to an audit as required by the County, Florida Fish and Wildlife Conversation Commission,the Chief Financial Officer of the State of Florida,the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability,or other authorized representative(s)of the State of Florida.The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. Such requirements will survive the termination of this Page 9 of 15 Agreement. 26) Third Party Beneficiaries Neither Contractor nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the Parties acknowledge that there are no third-party beneficiaries to this Agreement and that no third party is or will be entitled to assert a right or claim against either of them based upon this Agreement. 27) Uncontrollable Circumstances ("Force Majjeure") As used herein,"Force Majeure"means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure" include,but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice" provisions of this Agreement, must be sent by the non-performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two (72)hours after the commencement of the delay. Otherwise, it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 28) Public Entity Crimes Statement Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime.If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. 29) Foreign Gifts and Contracts The Contractor must comply with any applicable disclosure requirements in Section 286.101,Florida Statutes.Pursuant to Section 286.101(7)(b),Florida Statutes: "In addition to any fine assessed under [§ 286.101(7)(a), Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for Page 10 of 15 good cause." 30) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138,Florida Statutes Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b) has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c) has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473,Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Beginning January 1, 2025, the County must not extend or renew any contract that grants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor, under penalty of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs(2)(a)-(c)of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Forerunner Industries, Inc. is not owned by the government of a Foreign Country of Concern, is not organized under the laws of nor has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Susanna Pho Title: Chief Operating Officer(Director) Signature s 01,01 Date: 2nd December 2024 31) Noncoercive Conduct for Labor or Services As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for Page 11 of 15 labor or services as prohibited by Section 787.06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 32) Nondiscrimination The Contractor and County 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. Contractor agrees 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 in employment on the basis of race, color, religion, sex 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 disability; 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 may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, 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) The Pregnant Workers Fairness Act(PWFA)pursuant to 42 U.S.C. 2000gg et seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 33) E-Verify Requirements Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/subconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with, or subcontract with,an unauthorized alien. Contractor agrees to Page 12 of 15 maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 34) Prohibited Telecommunications Equipment Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR§§ 52.204-24 through 52.204-26. By executing this Agreement, Contractor- represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2)to County. 35) Antitrust Violations; Denial or Revocation under Section 287.137,Florida Statutes Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor, supplier,subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137,Florida Statutes, as amended. 36) Environmental and Social Government and Corporate Activism Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot give preference to a contractor based on social, political or ideological interests as defined in the statute. Contractor is also prohibited from giving preference to any of its subcontractors based on the above referenced factors.Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. 37) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. Page 13 of 15 38) Interpretation The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof,unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days" means calendar days, unless otherwise expressly stated. 39) Joint Preparation It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 40) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 41) Signatory Authority Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 42) Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. [Signatures to follow] Page 14 of 15 AGREEMENT between MONROE COUNTY,FL and FORERUNNER INDUSTRIES,:INC.: for Floodplain Management Software& Services(Sole Source) IN WITNESS WHEREOF,County and Contractor have executed this Agreement as of the date first written above. CONTRACTOR: Forerunner Industries,Inc.. Signature u a . . � sann. Pho . . Pri nt• Name&Tit e• STATE OF : Florida COUNTY OF Miami-Dade . . instrumentto/affirmedand � . . • � � The foregoing� :was sworn �acknowledged before me by. � � . • means of 0 physical presence or le online notarization,this 2nd day of December 20 24,by Susanna Pho Chief Operating Officer of.Forerunner Industries,Inc.,a Delaware for • profit •personallyknown to me/or has: produced•. � � •• •co oration. •is • .. . � � •. DRIVER LICENSE (type of identification)as identification. Commission Expires 04/12/2028 \t98111100iij Y P RIBA BRANA Signature of Notary Public ,•%, •.-..,e , o: •%% Notary Public.-State of Florida .• I"I" :•�iv Q` Commission.#HH501559 Risa Brans 4,,F ,o�\,�i Expires on April 12,202E ,,,,�„ (Print&Stamp Commissioned Name of Notary Public) • Notarized-remotely:onfine using'communrcation technology via Proof. BOARD OF COUNTY COMMISSIONERS A A i FOR MONROE COUNTY,FLORIDA" I ' ,, . 7 , ilit ik P • By:Ai Ma James K. Scholl , .f;t0-01)O . ,,-, -; : :_ ■ Il 1 est• —IA Madok,Clerk 'FW -,' ''."- -^ , ZA. 44 . ��YH (\,(lio-) - C4 T :` `,— t •-putt'Clerk. , °-. 2 Approved as to legal form& sufficiency: :1:. --4._..•'`Digitally signed by Eve M.Lewis t, r Lewis : Eve M. W I S Date:2024.12.0215:41:31-05'00' :. ,�# ,„7- Eve M.Lewis,Assistant County Attorney • Page 15 of 15 "COMPOSITE EXHIBIT A" 1�` R L)ion NJ E`:R Master Services Agreement & Statement of Work Monroe County, FL Table of Contents Master Services Agreement 1. Definitions. 2. Forerunner Software Services. 3. Customer Responsibilities; Restrictions; and Suspension. 4. Fees; Payment Terms; Taxes; Customer Acknowledgement. 5. Term; Termination. 6. Intellectual Property and Ownership 7. Publicity and Marketing. 8. Confidential Information. 9. Representations and Warranties. 10. Disclaimer of Warranties. 11. Indemnification. 12. Limitation of Liability. 13. Dispute Resolution. 14. Notices. 15. Miscellaneous. Statement of Work 1. Services. 2. Customization. 3. Support. 4. Onboarding. 5. Software. Master Services Agreement This Master Services Agreement("Agreement"), effective as of January 1 st, 2025 ("MSA Effective Date"), is entered into between Forerunner Industries, Inc., a Delaware corporation ("Forerunner"), and Monroe County, a State of Florida Municipality("Customer"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Defined terms have the meanings set forth in this Paragraph 1. Definitions and elsewhere in this Agreement and any Statement of Work attached to this Agreement and incorporated herein when capitalized. These terms may be read in singular, plural, or an alternative tense as the context requires. a. Affiliate means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. b. Applicable Law means, with respect to any party, any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive,judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such party or any of its properties, assets or business operations. c. Authorized User means an Affiliate, employee or independent contractor of Customer(solely to the extent such contractor is providing services to Customer), who has been authorized by Customer to use the Services. d. Confidential Data Sets means any sets of data or content originally created or developed by Forerunner or the Software, which may include, but is not limited to, sets of data in which Extracted Data is an input, combined or aggregated with, or augmented by other data or content that is not Extracted Data. e. Confidential Information means, without limitation, business, technical, and/or financial information relating to the Disclosing Party, regardless of the form and whether or not marked or otherwise identified as"Confidential." With respect to Forerunner, Confidential Information also means the Services, Confidential Data Sets, and any and all source code relating thereto, as well as documentation and non- public information or material regarding Forerunner's legal or business affairs, financing, customers, properties or data. With respect to the Customer, Confidential Information means any non-public information or material regarding Customer's legal or business affairs, financing, customers, properties or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party"); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other party(the "Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and it so documents; (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from the disclosing party; or (v) Is made public pursuant to Public Records laws in the State of Florida, as same may be amended from time to time. f. Customer Data shall mean the Customer Materials and Extracted Data, collectively. g. Customer Materials means all materials and other content provided by Customer to Forerunner to enable the provision of the Services. h. Extracted Data means all information, data, and other content that is extracted or collected by Forerunner solely from the Customer Materials or otherwise from the Customer through the Services and is not combined or aggregated with or augmented by data or content that is not Extracted Data. i. Forerunner Intellectual Property means: 1 1. The Software used by Forerunner to provide the Services, including all Updates, revisions, derivatives, improvements and modifications thereto. 2. The hardware, software, databases, networks, cloud or other hosted solutions, or other information technology infrastructure used by or on behalf of Forerunner in performing the Services (the "Forerunner Information Technology Infrastructure"). 3. Any other technology, data (whether encrypted or unencrypted), reports, documents, manuals, instructions or other materials or deliverables that Forerunner creates, derives from, provides or uses in connection with the Services, and, any other information or materials that otherwise comprise or relate to the Services, including but not limited to any Confidential Data Sets. 4. Any models, analyses, analytics, algorithms, and machine learning applications created or developed by Forerunner that incorporate, in whole or in part, the Confidential Data Sets and/or Extracted Data. 5. Any other technology, data (whether encrypted or unencrypted), reports, documents, manuals, instructions or other materials or deliverables that Forerunner provides in connection with the Services designates as confidential, proprietary or trade secret information and/or as exempt from public disclosure. j. Forerunner Representatives mean Forerunner's employees, officers, directors, agents, independent contractors, service providers, subcontractors. k. Integration Agreement means the agreement, if applicable, governing any integrations with Third Party Applications. I. Intellectual Property Rights means all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i)all patent rights, including any rights in pending patent applications and any related rights; (ii) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (iii) all trademarks, service marks, trade dress or other proprietary trade designations, including all registrations and applications therefor(iv) all rights throughout the world to proprietary know-how, trade secrets and other confidential information, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction. m. Services means the services provided or required to be provided according to this Agreement, as well as any Statements of Work attached to this Agreement and incorporated by reference. n. Software means Forerunner's computer software and all Updates made available by Forerunner to Customer under this Agreement, including Confidential Data Sets. o. Statement of Work(SOW) means a detailed plan of work to be agreed by the Parties in conjunction with this Agreement. p. Term means the Initial Term and any Renewal Terms. q. Third Party Provider means third parties, including other Vendors, state agencies and local agencies that control products and/or databases with which Forerunner Services are to be interfaced. r. Updates means any and all new releases, new versions, patches and other updates for the Services that Forerunner makes generally available without additional charge to other customers of its Services. s. Vendors means third parties with whom Forerunner contracts to provide components of the Services and includes without limitation, Amazon Web Services (for platform hosting)and Google (for Google Maps). 2. Forerunner Software Services. a. Subject to this Agreement, Forerunner will use commercially reasonable efforts to provide the Forerunner Services described in the Statement of Work attached to this Agreement and incorporated herein by reference, and in any additional SOWs that may be entered into by the parties from time to time and which incorporate this Agreement by reference (collectively, the "Services"). b. Forerunner may make improvements to the Services that may result in changes or updates to the Services that it deems necessary or useful to: (a) maintain or enhance the quality, delivery, cost efficiency or performance of the Services; and/or(b)comply with any Applicable Law, statute, regulation or other governmental rule or requirement("Law"). c. Forerunner may also make other changes and updates as it deems necessary, provided that such 2 changes do not materially derogate the overall quality of the Services or negatively impact Customer's user experience or integration with the Customer's network. Forerunner does not guarantee that the Services are or will remain compatible with any particular third party software or equipment, and may, upon no less than thirty (30)days written notice, terminate its support for any software or equipment that Forerunner determines is incompatible with the operation of the Services. d. Other than with respect to reasonable costs incurred to provide updated versions of Forerunner Services, all Updates or updated versions provided by Forerunner during the Term of this Agreement are deemed part of the Services and are subject to all applicable terms and conditions in this Agreement. e. The parties acknowledge and agree that Forerunner may engage Vendors to perform Services. Vendors will be subject to provisions detailed in this Master Services Agreement and any Statement of Work attached and incorporated by reference. 3. Customer Responsibilities; Restrictions; and Suspension. a. Responsibilities. Customer will be responsible for and is required to obtain and maintain an information technology infrastructure necessary to connect to, access, or otherwise use the Services, including, without limitation, hardware, software, operating systems, networks, databases, and web servers and/or any other information technology infrastructures necessary to connect to, access, or otherwise use the Services. However, notwithstanding any provision herein, nothing in this Agreement and any Statement of Work attached shall require Customer to fail to comply with all applicable records retention requirements and public records laws. b. In addition, Customer shall: i. Have sole responsibility for the accuracy; legality; and rights to use, obtain, and share with Forerunner all Customer Materials and any data or information contained therein. ii. Ensure that its Authorized Users shall securely manage their respective password(s)for access to the Service and any user IDs, passwords, and other access credentials for the Services are kept strictly confidential and not shared with any unauthorized person. iii. Promptly notify Forerunner of any breach of security or unauthorized use of its account. iv. Comply with all applicable local, state, federal and foreign laws in using the Services. c. Restrictions. i. As a condition to receiving the Services, and in addition to any other obligations set forth in a properly executed SOW, Customer may only use the Services in furtherance of its internal government operations, and not for the use by, or benefit of, any third party. ii. Customer shall use the Services solely for itself and its Affiliates' government purposes as contemplated by this Agreement for itself and its Affiliates. iii. Customer shall not license, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Services or Forerunner Intellectual Property available to any third party. iv. Customer shall not modify, translate or create derivative works based on the Services or Forerunner Intellectual Property. v. Customer shall not alter or remove any proprietary rights, notices or marks in the Services or Forerunner Intellectual Property, or use the Services or Forerunner Intellectual Property in any way or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights or other right of Forerunner and/or any third party. vi. Customer shall not send via the Services, or store within the Services, any unlawful, offensive or tortious material, including, without limitation, hate speech or discriminatory content. vii. Customer shall not imitate or impersonate another person, or his, her or its email or other address or contact information. viii. Customer shall not create false accounts for the purposes of sending unsolicited messages (spam). ix. Customer shall not send messages to individuals who have asked not to receive future messages from Customer(opted out). x. Customer shall not send, upload to, or store within the Services any viruses, worms, time bombs, Trojan horses and/or any other harmful or malicious codes, files, scripts, agents or programs. 3 A. Customer shall not interfere with, or disrupt, the integrity or performance of the Services or the data contained therein. xii. Customer shall not attempt to gain unauthorized access to the Services or its related systems or networks. xiii. Customer shall not use the Services in any fraudulent, harmful or misleading way or in any other way that violates any Applicable Law. d. Suspension. Any use of the Services by Customer or its Authorized Users that, in Forerunner's reasonable judgment, imminently threatens the security, stability, integrity or availability of the Services, or otherwise harms other customers or third parties, may result in immediate suspension of the Services. Forerunner, however, will use commercially reasonable efforts under the circumstances to notify Customer in advance of such suspension and provide Customer with an opportunity to correct its usage prior to any such suspension. Forerunner will have no liability for any such suspension made in good faith. Additionally, unless this Agreement has been terminated, Forerunner will cooperate with Customer to restore access to the Services as soon as practicable once it verifies that Customer has resolved the condition requiring suspension. Suspension of availability of services (not associated with security concerns)that exceeds thirty (30)days will result in a credit forward to Customer on the following renewal on a pro-rated license fee basis (per day of non-availability). 4. Fees; Payment Terms; Taxes; Customer Acknowledgement. Customer will pay Forerunner the fees described in any SOW attached to this Agreement for the applicable Services in accordance with the terms therein (the "Fees"). a. Fees. Except as otherwise may be specified herein or in any SOW attached to this Agreement: i. Fees are based on the Services purchased. ii. Payment obligations are non-cancelable; however, are subject to and contingent upon annual appropriation by Customer. iii. Fees paid for services rendered are non-refundable. iv. Upon the expiration of the Term, the Annual Fee for any subsequent renewal Term shall be subject to Forerunner's sole discretion and based on, among other factors, software enhancements that Forerunner has made or anticipates making to the Services, security and other updates to the Services, but at least a 5% increase over the prior Term's Annual Fee. b. Payment Terms. i. All amounts due for this Agreement and any SOW's attached to this Agreement shall be paid within thirty(30) days after invoice is received by Customer. ii. Forerunner reserves the right to charge, and Customer agrees to pay a late charge equal to one and one half percent (1.5%) per month on any amount that is unpaid on such amount's due date, and on any other outstanding balance. Late charges are not authorized for validly disputed invoices during good faith negotiations to resolve same. iii. Customer will pay all amounts due under this Agreement without setoff, deduction, recoupment or withholding of any kind, for amounts owed or payable by Forerunner whether under this Agreement, Applicable Law or otherwise and whether relating to Forerunner's bankruptcy or otherwise. c. Taxes. Customer is tax exempt. d. Customer Acknowledgement. Customer acknowledges and agrees that although the Services may include legal-related information, no recommendations are being made by Forerunner regarding Customer's legal or other decisions related to any agreements, forms or related advice. Customer acknowledges that no Services provided by Forerunner constitutes investment, accounting, tax, or legal advice. Planning decisions made by Customer using Forerunner deliverables are done at the sole discretion and risk of the Customer and Forerunner is not responsible for the outcomes of any decisions. 5. Term; Termination. a. Term. This Agreement is effective as of the MSA Effective Date and will continue thereafter for the Term specified in any SOW attached to this Agreement(the "Initial Term"), unless earlier terminated. b. Renewal. This Agreement may be renewed for additional periods, subject to written agreement of both 4 parties. c. Termination. i. Forerunner may terminate this Agreement in the event of a breach by Customer of any term or condition of this Agreement upon ten (10)days prior written notice (written notice includes an e-mail to the e-mail address provided by the Customer). ii. In addition, either party may terminate this Agreement immediately if the other party becomes insolvent, files for bankruptcy or is adjudged to bankruptcy proceedings. iii. Forerunner may also terminate this Agreement under other reasonable circumstances with thirty (30) days prior written notice, provided that Forerunner shall refund any pre-paid fees for the Term (pro- rated based on the number of days that have elapsed from the MSA Effective Date through the effective date of termination). iv. Customer may terminate this Agreement for convenience or cause with thirty(30) days prior written notice. v. Effect of Expiration of Term; Termination; Survival. Upon expiration of Term or earlier termination: 1. The Services will terminate and each party will cease use of the other party's Confidential Information. 2. Customer will pay Forerunner any remaining balance of the fees in full for the Services up to and including the last day on which the Services are provided. 3. Forerunner may, but is not obligated to, delete stored Customer Materials; however, such destruction by Forerunner is only authorized after first complying with its obligations under Florida's public records law related to contractors, specifically pursuant to Section 119.0701, Fla. Stat., as may be amended from time to time. 4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, perpetual licenses granted by Customer, confidentiality obligations, warranty disclaimers, and limitations of liability. 6. Intellectual Property and Ownership. a. Forerunner Intellectual Property. i. All right, title and interest in, and to, the Services and the Forerunner Intellectual Property are and will remain with Forerunner and its licensors, if any, subject only to the Limited License granted to Customer in the next paragraph "Limited License." ii. Limited License. Forerunner grants Customer a revocable, non-exclusive, non-transferable, non- sub-licensable license to use the Services and Forerunner Intellectual Property during the Term solely in furtherance of Customer's internal government operations and not for the use by, or benefit of, any third party. b. Customer Data. i. Other than as provided in this Agreement, Forerunner acknowledges and agrees that Customer will own all rights to, title in, and interest in Customer Data, and Forerunner will provide copies of Customer Data to Customer upon Customer's request. Customer grants Forerunner a perpetual, revocable, worldwide, royalty-free right and license to use Customer Data only to perform the Services and exercise its rights hereunder, improving and enhancing the Services or other Forerunner services or offerings, and preparing reports and other interpretation of trends for analysis, analytics, marketing purposes; developing algorithms, creating or developing Confidential Data Sets, data applications or analytical programs; and for machine learning applications, whether or not in connection with the Services. Any Customer Data authorized for use hereunder must have all personally identifiable data points removed prior to Forerunner's use thereof. 7. Publicity and Marketing. The parties agree that: a. Forerunner may only include Customer's name and logo in its customer lists and on its website if expressly approved to do so by the Monroe County Board of County Commissioners pursuant to County Code. 5 b. Forerunner may issue communications, such as press releases, case studies, and testimonials that reference the relationship between Customer and Forerunner and the manner in which Customer is using the Forerunner solution. c. Customer will use reasonable efforts to act as a reference for Forerunner, at Customer's sole election. d. Upon request by Customer, Forerunner shall coordinate its efforts with appropriate communications personnel in Customer's organization to secure approval of any such published materials. 8. Confidential Information. a. Each party as the "Recipient" understands that the other party as the "Disclosing Party" has disclosed or may disclose nonpublic, confidential or proprietary information relating to the Disclosing Party's business. In addition to all descriptions of Confidential Information in this Agreement, Confidential Information does not include information that: i. Was rightfully known to the Recipient prior to such information being disclosed or made available to it in connection with this Agreement. ii. Was or becomes generally known by the public other than by the Recipient's or Representative's noncompliance with this Agreement. iii. Was or is received by the Recipient on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality. b. As a condition to being provided with access to Confidential Information, Recipient agrees that it will: i. Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement. ii. Not disclose or permit access to Confidential Information other than to its Authorized Users, who need to know such Confidential Information for purposes of the Recipient's exercise of its rights or performance of its obligations under this Agreement and are bound by confidentiality obligations no less restrictive than those set forth herein, or to a third party if the Recipient is compelled by Applicable Law pursuant to a lawful court order or judicial subpoena (but in no event will the Recipient voluntarily provide any Confidential Information to any third party, whether governmental or otherwise). iii. Safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. c. Notwithstanding anything to contrary contained herein, the parties are only obligated to maintain the confidentiality of information that is expressly made"confidential and exempt" under Florida's Public Records Laws, as may be amended from time to time. 9. Representations and Warranties. a. Customer. i. Customer represents and warrants that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Materials so that, as received by Forerunner and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any Applicable Law. ii. Customer further represents and warrants that it will ensure that all Authorized Users will: 1. Safeguard the Services and only use the Services in accordance with the terms and conditions set forth herein and not in any manner prohibited by this Agreement. 2. Not use the Services or any Forerunner Intellectual Property in a manner or for any purpose that infringes, misappropriates or otherwise violates any law or Intellectual Property Right of Forerunner or other third party. 3. Use the Services in compliance with all Applicable Laws. b. Forerunner. Forerunner represents and warrants to Customer that it will: i. Perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for 6 similar services. ii. Devote reasonably adequate resources to maintain the Services in a manner that minimizes errors and interruptions. iii. Employ commercially reasonable security measures in accordance with applicable industry practice in connection with its collection, storage and processing of Customer Materials. iv. Notwithstanding the foregoing, Forerunner will not incur any obligation or liability if the Services are unavailable: 1. For scheduled maintenance, except if same causes a software downtime beyond a period of thirty(30) days. 2. As a result of any satellite, broadband or network connectivity issues, interruptions or failures, except if same causes a software downtime beyond a period of thirty(30)days. 3. As a result of any other circumstances beyond Forerunner's reasonable control including: a. Customer's negligence or failure to use the Services properly or in accordance with the terms and conditions of this Agreement; b. Customer's use of the Services in a modified form, or Customer's use of the Services in connection or combination with any third party software or hardware; c. When Forerunner suspends the Services where it determines in its sole discretion that any data collection, processing, or transferring would be restricted or prohibited by Applicable Law d. When Forerunner suspends or terminates Customer's access to the Services due to its good faith belief that Customer is involved in any type of fraudulent, misleading or unlawful activity relating to or in connection with any of the Services, or has otherwise failed to comply with the terms and conditions of this Agreement; and/or e. Where Forerunner receives a judicial or other governmental order, subpoena or similar request that expressly or by reasonable implication requires Forerunner to suspend or terminate the Services. 10. Disclaimer of Warranties. a. Forerunner does not warrant that the Services will be uninterrupted or error free or be compatible with any other goods, services, or technologies. b. Forerunner does not make any warranty as to the data, reports, or results that may be obtained from use of the services, including the completeness or accuracy of such data, reports or results, including geocoding or data extraction, except as expressly set forth in this section. c. The Services are provided "AS IS" and Forerunner disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non- infringement. 11. Indemnification. Reserved. 12. Limitation of Liability. a. Limitation of Liability. In no event will Forerunner be liable to Customer or to any third party under, or in, connection with this agreement for: i. Any loss of revenue or profit. ii. Cost of replacement goods or services. iii. Loss of goodwill or reputation. iv. Losses caused by, or resulting from, Customer's planning-function action, conclusion, decision or omission based on any data or reports provided as part of the Services. v. Damage or losses caused by any third party materials used in connection with the services. vi. For any consequential, incidental, indirect, exemplary, special, enhanced or punitive damages, regardless of whether such party was advised of the possibility of such losses or damages were 7 otherwise foreseeable; except to the extent of data breaches and cybersecurity events. b. Limitation of Aggregate Liability. In no event will the aggregate liability of Forerunner in connection with this Agreement under any legal or equitable theory exceed the insurance coverage provided pursuant to the agreement between the parties. 13. Dispute Resolution. In the event of a dispute arising under or relating to this Agreement, the parties agree to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act ("FAA"). All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator's award. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA)then in effect, which is available at the AAA website www.adr.org. If those rules conflict with this provision, this provision shall control. The arbitration shall be conducted before a panel of one or more arbitrators. The arbitrator(s)shall be selected from the AAA's National Roster of Arbitrators pursuant to agreement between the parties or through selection procedures administered by the AAA. The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person, the arbitration shall take place in Key West, Florida. The arbitrator(s) shall determine the matters in dispute strictly in accordance with the terms of this Agreement and the substantive law of the State of Florida, excluding its principles of conflicts of laws, except that the interpretation and enforcement of this arbitration provision shall be governed by the FAA. The parties agree that Monroe County, Florida, USA is the exclusive and proper venue for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision herein is found to be unenforceable. a. Arbitral Award. The award of the arbitrator(s) shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accountings presented or pled to the arbitrators, provided that the Arbitrator(s) shall have no authority to award either party any special, punitive, indirect, incidental, or consequential damages (including damages for lost profits), or attorneys' fees or costs. b. Court Litigation. The parties may litigate in court and shall submit to the personal jurisdiction of the federal and state courts located in Monroe County, Florida for any action to do the following: (i)to compel arbitration; (ii)to stay proceeding pending arbitration; (iii)seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a its copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm; (iv)to protect or defend the ownership, validity or enforcement of any Intellectual Property Rights; (v) or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. c. Confidentiality and Admissibility. The arbitration award and record, and any Confidential Information that is used at or in connection with the arbitration shall not be disclosed to third parties by the arbitrator(s)or the parties without the prior written consent of both parties. Neither the fact that the arbitration occurred nor the result of the arbitration shall be admissible in evidence in a subsequent proceeding brought on the same claims that were presented at the arbitration. 14. Notices. All notices under this Agreement will be provided in writing to the addresses set forth on the signature page and will be deemed to have been duly given when received as follows: a. Personally delivered. b. When receipt is confirmed by recipient and/or by email delivery notification if transmitted by facsimile or e- mail. c. The day after it is sent, if sent for next day delivery by recognized overnight delivery service. d. Upon receipt, if sent by certified or registered mail, return receipt requested. 15. Miscellaneous. a. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other third party any legal or equitable right, benefit or remedy of any nature whatsoever under, or by reason of this Agreement. b. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and 8 supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. c. In the event a conflict between this Agreement and a SOW arises, this Agreement will control, unless otherwise expressly provided in the SOW. d. The parties agree that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. e. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. f. All remedies for breach of this Agreement are cumulative, and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. g. The titles and headings contained in this Agreement are for reference purposes only and shall not in any manner limit the construction or interpretation of this Agreement. h. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. i. Except as otherwise provided in this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; provided, that Forerunner may assign any of its rights or delegate any of its duties under this Agreement without any prior written consent of Customer if such assignment or delegation is to a successor by consolidation, merger or operation of law or to a purchaser of all or substantially all of its assets. j. No agency, partnership,joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Forerunner in any respect whatsoever. k. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts that are not caused by or within the control of the nonperforming party, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party. I. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. m. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. n. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 9 Statement of Work No. 1 This Statement of Work No. [1] ("SOW"), effective as of January 1 st, 2025 (the "SOW Effective Date"), is entered into between Forerunner Industries, Inc., a Delaware corporation ("Forerunner"), and Monroe County, a State of Florida Municipality("Customer"). This SOW adopts and incorporates by reference the terms and conditions of the Master Services Agreement("MSA"), entered into by Forerunner and Customer on January 1 st, 2025. Capitalized terms used but not defined in this SOW shall have the meanings set out in the MSA. Customer Information Customer Name: Monroe County, FL Customer Address: 1100 Simonton Street Key West, FL 33040 Customer Contact Name: Christine Hurley Contact Email: Hurley-Christine@monroecounty-fl.gov Contact Phone: 305-292-4441 Billing Contact Name: Billing Contact Email: Payment Type (Ex. ACH, Check): Purchase order signature necessary? (Y/N): Initial Term One (1)Year Fees Item Type Cost Forerunner Annual License Yearly $80,000 Sensitive Data User Permission Yearly $9,000 Qne4ime Set-up One s u,,-888 Waived if signed by December 31 st, 2024 Payment Terms Forerunner's may be renewed for additional periods, subject to written agreement of both parties. As described in the Agreement, all amounts due shall be payable within 30 days after invoice is received by Customer. 1 Description of Forerunner Software and Services 1. Software and Services. Forerunner will provide the following software and services to the Customer: a. Data Extraction. Forerunner will extract select fields ("Extracted Data")from Customer's archived and incoming Elevation Certificates, subject to the terms and conditions of the Master Services Agreement. List of extracted fields provided to Customer by request. i. Data augmentation.When available, data extraction will include: b. Automated address geocoding, subject to the terms and conditions of the Master Services Agreement. c. Automated Elevation Certificate parcel assignment, subject to the terms and conditions of the Master Services Agreement. d. FIRM data assignment. e. Datum conversion. b. Software.As part of its ongoing Software offering, Forerunner will provide the following: i. Accounts for up to ten (10) users. Additional seats available for an additional $1,000 per seat. ii. Forerunner internal dashboard a. Elevation Certificate management. i. Internal Elevation Certificate upload. ii. Elevation Certificate table with filtering. iii. Elevation Certificate download. b. Internal document management. i. Internal per-property document upload and storage. c. Activity tracking. i. Activity tracking for internal actions taken in dashboard. ii. Per-property comment tracking. d. Substantial Improvement and Damage tracking e. Mapping. i. FIRM map overlay(s)where available. ii. Address search. iii. Per-property building attribute data, where available. f. Automated Elevation Certificate error detection for: i. Residential structures only. ii. Documents with form dates more recent than 2015. iii. Documents with issue dates more recent than Effective FIRM date for location. g. Per-property communication log. i. Log export. h. Dashboard permissions. i. Segmented access to dashboard functionality by role type. ii. Ability to add new users and set roles. iii. Public Website. a. Elevation Certificate public search including: i. Elevation Certificate table filtering by address, parcel ID, Block, Lot, and more. ii. PDF document view. b. Public property profiles displaying flood risk information. 2 i. Share public profile functionality and communication log tracking on internal dashboard. c. Property search by address. iv. Repetitive Loss Data Module a. Yearly import of Customer's repetitive loss data, as provided by Customer. b. Advanced user role/permissions and access logging. c. Forerunner has implemented commercially reasonable measures designed to protect Repetitive Loss Data. Upon import, Repetitive Loss Data is scrambled in staging and local development environments. Forerunner also provides features that allow Customer to limit access to Repetitive Loss Data to authorized personnel. 2. Onboarding.As part of initial Customer onboarding and implementation, Forerunner will provide Customer with successful transfer of all existing and relevant Customer Materials to Forerunner's database, user login/password provisioning, and onboarding training. Additionally, Forerunner will import and extract Customer's existing Elevation Certificate archive, as made available by Customer, during initial onboarding period. Customer will be responsible for uploading Elevation Certificates to Forerunner after initial onboarding period. 3. Support. Forerunner provides a dedicated account manager to the Customer starting at the time of initial onboarding to assist in coordination, troubleshooting, and error identification. Additional trainings are available upon request. 4. License. During the Term, Forerunner hereby grants a non-exclusive, non-transferable, non-sub- licensable license to Customer to access and use the Services through the Forerunner Website for Customer's internal purposes and in accordance with the terms and conditions of the Master Services Agreement, to which this Statement of Work is attached and incorporated by reference. Forerunner will be responsible for hosting the Software, and Customer and its Authorized Users will be responsible for obtaining internet connections and other third party software and services necessary for it to access the Software through the Internet. Customer and any of its Authorized Users will be responsible to Forerunner for compliance with the restrictions on use and other terms and conditions of the Master Services Agreement, to which this Statement of Work is attached and incorporated by reference. 5. Customization and Consulting. a. Customer will notify Forerunner of changes in FIRM data that warrant updates from FEMA's Map Service Center. b. Data incorporated into dashboard is obtained from Vendors at Forerunner's discretion. Incorporating additional data sources into the Services may be possible for an additional fee, to be negotiated as needed. c. Customization, including the integration of additional map layers and unique exports, and data analysis consulting services are available for an additional fee. Any work or services not outlined in the Master Services Agreement or this Statement of Work will be incorporated in a separate SOW, sequentially numbered for incorporation purposes. d. To the extent Services involve the development of any customization or configuration of software, all Intellectual Property Rights to such customization or configuration will be solely owned by Forerunner and will be deemed to be included in the definition of Services and licensed to Customer on the terms set forth in the Master Services Agreement, to which this Statement of Work is attached and incorporated by reference. Termination. Extracted Data will be made available to Customer for 90 days following the termination of this Statement of Work; however, Forerunner acknowledges this paragraph does not eliminate its obligations pursuant to Section 119.0701, Fla. Stat., as may be amended from time to time. 3 FOREIND-01 MEGHANASATHISH ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `..•--''" 12/3/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sandra Guertin NAME: NFP Property&Casualty Services,Inc. PHONE FAx 711 Westchester Avenue (A/C,No,Ext): (802)417-3118 (A/C,No):(802)773-6372 Suite 404 E-MAIL sandy.guertin@nfp.com White Plains,NY 10604 INSURERS AFFORDING COVERAGE NAIC# INSURERA:Sentinel Insurance Company Ltd 11000 INSURED INSURERB:Arch Specialty Insurance Company 21199 Forerunner Industries Inc INSURERC:Federal Insurance Company 20281 548 Market Street#93531 INSURER D: San Francisco,CA 94104 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 16SBMAC7646 6/24/2024 6/24/2025 DAMAGE TO RENTED 1,000,000 X PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $ 1,000,000 BY _.:- _.�.... 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ X POLICY❑ PRO ❑ LOC DATE 12/3/2024 PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: WAIVER N/A_YES_ $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 16SBMAC7646 6/24/2024 6/24/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE 16SBMAC7646 6/24/2024 6/24/2025 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Cyber/Tech E&O C-4LQ0-140062-CYBER-2024 3/15/2024 3/15/2025 Aggregate 5,000,000 C Directors&Officers 8263-3524 3/15/2024 3/15/2025 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board Of County Commissioners is named Additional Insured as respects to General Liability so long as a written contract or agreement to such exists with the named insured prior to a loss. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board Of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED REPRESENTATIVE f ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 711/7/2024 E(MM/DD/YYYY) ACTOR" CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Rippling Support Team SUNZ Insurance Solutions, LLC ID: (Rippling PEO 1 Inc) PHONE FAX c/o Rippling PEO 1 Inc -MALo Ext: 915 491-2687 A/C,No 430 California St, 11th Floor ADDRESS: peo wc@rippling.com San Francisco, CA 94104 INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: SUNZ Insurance Company 34762 INSURED INSURERB: United Wisconsin Insurance Company 29157 Rippling PEO 1 Inc LCF Forerunner Industries Inc INSURERC: 430 California St, 11th Floor INSURERD: San Francisco CA 94104 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 82661153 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED APPROVED BY RISK MANAGEMENT PREMISES Ea occurrence $ J MED EXP(Any one person) $ BY m -DATE 12Z3 PERSONAL&ADV INJURY $ �2��4� GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ PRO_ WAIVER N/A YES_ POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINEDSINGLELIMIT $ Ea an ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WC572-07138-024-SZ 12/1/2024 12/1/2025 f STATUTE EERH AND EMPLOYERS'LIABILITY B ANYPROPRIETOR/PARTNER/EXECUTIVE Y WC572-07138-023-SZ 10/1/2024 12/1/2024 E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1 000 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Coverage provided for all leased employees but not subcontractors of:Forerunner Industries Inc Client Eff Date:10/1/2024 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE For Informational Purposes THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Rick Leonard @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 82661153 1833689645 1 (MCP) Multiple Coordinated Policy I Rippling PEO 572 1 Rosemary Young 111/7/2024 3:12:47 PM (EST) I Page 1 of 1