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Back-Up Documents-SUB
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONTRACTOR This Professional Services Agreement ("Agreement") is entered into this day of , 202_ by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Rollkall Technologies, LLC, a Delaware Limited Liability Company, qualified to do business in the State of Florida whose principal address is 600 Las Colinas E Suite 900, Irving, TX 75039 ("Contractor"). RECITALS: WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. This Agreement related to the use of Rollkall Platform (inclusive of scope and fees) is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". Contractor's Terms & Conditions For Government Agencies is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Contractor's Privacy Policy is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The Contractor's Certificate of insurance is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "D". The City's insurance requirements is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "E". The 1 14309-Back-Up Documents -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 Company Resolution is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". The Contractor's End User Agreement with Client's is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "G". The order of precedence whenever there is any conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Professional Services Agreement ("PSA"), inclusive of any amendments which may be authorized by the City and executed by the parties, if any; and (2) Exhibits A through G in that order. 2. TERM: This Agreement shall become effective on the date on the first page (the "Effective Date"), and shall be for the duration of five (5) years: initial term of three (3) years, with an option to renew for one (1) additional two (2) year period. The City, acting by and through its City Manager, shall have the option to terminate this Agreement for convenience, that is, for no cause; or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, registrations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, any City agency or instrumentality, including payment of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONTRACTOR This Professional Services Agreement ("Agreement") is entered into this day of , 202_ by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Rollkall Technologies, LLC, a Delaware Limited Liability Company, qualified to do business in the State of Florida whose principal address is 600 Las Colinas E Suite 900, Irving, TX 75039 ("Contractor"). RECITALS: WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. This Agreement related to the use of Rollkall Platform (inclusive of scope and fees) is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". Contractor's Terms & Conditions For Government Agencies is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Contractor's Privacy Policy is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The Contractor's Certificate of insurance is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "D". The City's insurance requirements is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "E". The 1 14309-Back-Up Documents -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 Company Resolution is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". The Contractor's End User Agreement with Client's is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "G". The order of precedence whenever there is any conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Professional Services Agreement ("PSA"), inclusive of any amendments which may be authorized by the City and executed by the parties, if any; and (2) Exhibits A through G in that order. 2. TERM: This Agreement shall become effective on the date on the first page (the "Effective Date"), and shall be for the duration of five (5) years: initial term of three (3) years, with an option to renew for one (1) additional two (2) year period. The City, acting by and through its City Manager, shall have the option to terminate this Agreement for convenience, that is, for no cause; or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, registrations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, any City agency or instrumentality, including payment of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 C. Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable to the Contractor will be withdrawn from payments collected on behalf of the City from Clients as further described in Exhibit "A.". Contractor may deduct as part of its compensation only those fees that are consistent with the rates quoted in Exhibit "A". Contractor acknowledges and agrees that these fees shall be its sole compensation related to this Agreement. Any compensation exceeding such rates shall not be authorized and will be deemed gratuitous work. B. Contractor shall deduct its compensation from payments collected on behalf of the City prior to remitting the remainder to the Officer and the City as described further in Exhibit "A." Upon request, Contractor shall provide sufficient supporting documentation within five (5) business days from said request and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices, should they be required, shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONTRACTOR This Professional Services Agreement ("Agreement") is entered into this day of , 202_ by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 ("City"), and, Rollkall Technologies, LLC, a Delaware Limited Liability Company, qualified to do business in the State of Florida whose principal address is 600 Las Colinas E Suite 900, Irving, TX 75039 ("Contractor"). RECITALS: WHEREAS, the City wishes to engage the Services of Contractor, and Contractor wishes to perform the Services for the City; and WHEREAS, the City and the Contractor desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Contractor and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. This Agreement related to the use of Rollkall Platform (inclusive of scope and fees) is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". Contractor's Terms & Conditions For Government Agencies is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The Contractor's Privacy Policy is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The Contractor's Certificate of insurance is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "D". The City's insurance requirements is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "E". The 1 14309-Back-Up Documents -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 Company Resolution is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". The Contractor's End User Agreement with Client's is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "G". The order of precedence whenever there is any conflicting or inconsistent language between documents is as follows in descending order of priority: (1) this Professional Services Agreement ("PSA"), inclusive of any amendments which may be authorized by the City and executed by the parties, if any; and (2) Exhibits A through G in that order. 2. TERM: This Agreement shall become effective on the date on the first page (the "Effective Date"), and shall be for the duration of five (5) years: initial term of three (3) years, with an option to renew for one (1) additional two (2) year period. The City, acting by and through its City Manager, shall have the option to terminate this Agreement for convenience, that is, for no cause; or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provide the Services as specifically described, and under Exhibit "A", which by this reference is incorporated into and made a part of this Agreement. B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, registrations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, any City agency or instrumentality, including payment of accounts, debts, permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor has been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 C. Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable to the Contractor will be withdrawn from payments collected on behalf of the City from Clients as further described in Exhibit "A.". Contractor may deduct as part of its compensation only those fees that are consistent with the rates quoted in Exhibit "A". Contractor acknowledges and agrees that these fees shall be its sole compensation related to this Agreement. Any compensation exceeding such rates shall not be authorized and will be deemed gratuitous work. B. Contractor shall deduct its compensation from payments collected on behalf of the City prior to remitting the remainder to the Officer and the City as described further in Exhibit "A." Upon request, Contractor shall provide sufficient supporting documentation within five (5) business days from said request and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices, should they be required, shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance or future payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. 3 City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 D. Prices shall remain firm and fixed for the term of this Agreement, including any renewal or extension periods. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, data, document, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, data, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable laws be breached. The City shall maintain and retain ownership of any and all data and documents which result upon the completion of the work and Services and prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of ten (10) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Contractor which are soley related to Contractor's performance under this Agreement. Contractor agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of ten (10) 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit provisions set forth 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. The inspection provisions set forth 18-101 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time, are applicable to this Agreement. All audits, tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of the Code of the City of Miami, Florida, which apply to this Agreement, as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply 5 City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of this Agreement. C. SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, ethics, funding, lobbying, record keeping, etc. the City and Contractor agree to comply with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by the Contractor, the Contractor's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to the Contractor's services which are applicable to the Contractor, the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Contractor expressly understands 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons or entities employed or utilized by Contractor. These duties will survive the cancellation or expiration of this Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. Contractor shall require all sub -contractor agreements to include a provision that each sub -contractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -contractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 8 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, setting forth the thirty (30) time period to cure, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (one hundred twenty (120) days if City Manager's decision is subject to the City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, and without penalty or any stated cause, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City or Contractor be liable to the other for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City or Contractor be liable for any direct, indirect, consequential or incidental damages. 14. INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "E" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Director of Risk Management. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City's Director of Risk Management throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including 11 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to 's Director of Risk Management as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by 's Director of Risk Management; or (ii) the City may, at its sole discretion, terminate this Agreement for cause and seek re -procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, Contractor affirms that no otherwise qualified 12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 16. ASSIGNMENT: The Contractor's services are considered unique and specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherwise conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 TO CONTRACTOR: Rollkall Technologies, LLC 600 Las Colinas Blvd. E. Suite 900 Irvin, TX 75039 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Annie Perez, CPPO Director of Procurement/Chief Procurement Officer 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Manuel A. Morales Chief of Police 400 NW 2nd Avenue Miami, FL 33128 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion, memorandum, or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to this Agreement. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise 14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, registration, and certifications required by law for professional service Contractors performing these services. E. This Agreement constitutes the sole and entire Agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and the Contractor. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. H. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, 15 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of this Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. 16 City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by this Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential 17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to the City of Miami Code Section 2-611, as amended (" Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also city employee or a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. Contractor additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation 18 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 19 DocuSign Envelope ID: 1 A279802-0170-4E24-96A8-B430BEC7B26A City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Contractor" ATTEST: ROLLKALL TECHNOLOGIES, LLC Print Name: Title: (Corporate Seal) DocuSigned by: By: Print Name rl s White Title: CEO (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal ATTEST: corporation By: By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: By: By: 20 Victoria Mendez Ann -Marie Sharpe City Attorney Director of Risk Management City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, a (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of (same as identified above) that this company is authorized to enter into the Agreement with the City, and the (company officer title) and the (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 202_. ("Contractor") An (State) Company By: (sign) Print Name: TITLE: (sign) Print Name: 21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT A AGREEMENT RELATED TO THE USE OF ROLLKALL PLATFORM (INCLUSIVE OF SCOPE AND FEES) 22 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT A SPECIFICATIONS/SCOPE OF WORK The City of Miami's ("City") Police Department ("MPD") wishes to engage Rollkall Technologies, LLC ("Rollkall") to manage and administer its Extra -Duty Detail program ("Extra -Duty Program"). Rollkall will be responsible for the intake of all customer requests and will fully manage all temporary and permanent extra duty assignments utilizing their dedicated bilingual staff, duties will include, but are not limited to, securing extra -duty assignments, billing, collections, and scheduling for the Extra -Duty Program participants. All duties will be processed via a software that Rollkall will furnish which will allow MPD to access information and other records (the "Rollkall platform"). Assignments that require permits and approval from the City's Office of Film & Entertainment, which coordinates with Police and other relevant departments prior to approving permits, or permanent assignments that require authorization from the Chief of Police in accordance with MPD Departmental Policies (such assignments, "Permitted Assignments" and all other assignments, "Non -Permitted Assignments")) shall be forwarded to MPD for coordination using the Rollkall platform with the same level of audit and accountability as the fully managed assignments. Otherwise. Rollkall shall be entirely and wholly responsible for the operation, supervision, direction, and management. MPD will no longer have or share in such duties, which will be solely of the Rollkall This excludes, nevertheless, the ability to modify, amend, or alter the formally issued written City regulations, Administrative Policy Memos ("APMS"), and departmental directives for the Extra -Duty Program which may only be modified with prior written approval of the City Manager and/or MPD Chief as they are matters of City policy. Rollkall expressly agrees to guarantee the timely transfer, as further described below, of all cleared client payments (by direct deposit, certified or cashier's check) to the certified law enforcement officers participating in the Extra -Duty Program pursuant to the terms of the City's Professional Services Agreement ("PSA"), inclusive of all payments pending or due at the time of expiration or cancellation of this PSA and for ninety (90) days thereafter. In the same manner, RoliKall expressly guarantees the collection of all pre -payments, and for those jobs that are not pre -paid, RoliKall will use best commercial efforts to collect all payments from all third -party users. Rollkall, at a minimum, shall provide the following: 1. Administer the Extra -Duty Program in a manner consistent with established MPD policies and procedures; 2. Contact Police Net Commander to determine number of officers or other rules that need to be implemented prior to confirming job 3. Provide a cloud -based application with Administrator, Officer, and Client portals, with the capability to manage service requests, and disburse opportunities to MPD officers in a manner that is fair and in accordance with MPD scheduling procedures ("System"); 4. Begin administration of the Extra -Duty Program and meet system requirements within four (4) months of the effective date of the PSA; 5. Facilitate the integration of its System with the Telestaff payroll system currently in use by MPD, and any replacement payroll system used by MPD during the duration of the contract to include all renewals and extensions; 6. Provide the MPD with weekly, monthly, annual and on -demand reports detailing the number of extra - duty hours worked, type of job and amount earned per hour and in the aggregate for each officer during each reporting period; 7. Solicit feedback from vendors and provide this information to MPD in a timely manner; 8. Unless the City approves payment after the event (i.e. LoanDepot Park, Adrianne Arsht Center for the Performing Arts of Miami -Dade County, Kaseya Center, or any reoccurring large scale events , ensure that full payment is received in advance from clients for approved extra -duty jobs; 9. Ensure that officers are paid via direct deposit, ideally within twenty-four (24) hours, but no more than four (4) business days, following the clearance of the client's payment for the applicable job; 10. Provide year-end earnings summaries and 1099 documents to officers who have worked extra -duty THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. assignments when applicable; and 11 Maintain/upgrade the System as needed to ensure functionality throughout the term of the resultant contract and any/all extensions. The Rollkall platform, at a minimum, shall provide the following: 1. Have email and text capabilities to send relevant information for the extra -duty job to the officer(s) who are hired; 2. Sort, rank and automatically select applicants based on department rules or preferences with the ability to manually intervene in the selection of applicants at any time; 3. Integrate with MPD payroll system to keep track of all officers' on -duty schedules; 4. Provide access to application programming interface ("API") to enable additional custom reporting and peripheral application integration as necessary; 5. Allow the creation of custom categories for jobs; 6. Employ a validation process to ensure jobs meet MPD requirements; 7. Distinguish between special event/temporary job/permanent/ status; 8. Provide one billing portal to receive payments from companies/vendors/persons requesting extra -duty police services; 9. Automatically notify applicants and assigned officers of job changes or cancellations; 10. Facilitate two-way messaging between administrator(s) and officer(s)/client(s); 11. Automatically prepare client invoices based on officer -submitted timesheets; 12. Generate reports for tracking of individual officers' hours worked and fees collected; 13. Allow for rules to be set to ensure that officers do not exceed the weekly extra -duty time/jobs limits per MPD policies; 14. Ensure that extra -duty assignments do not conflict with officers' regular work schedules; 15. Apply different rates for extra -time work based upon factors such as the nature of the job, hours, officer rank/certifications; 16. Facilitate digital payments (ACH & Credit Card) between clients and officers in a single transaction within the application; 17. Facilitate digital payments (ACH) of administrative surcharges to the City; 18. Allow for multiple hires/removals at the same time; 19. Generate a staffing roster for each job; and 20. Such other related or ancillary duties as may be assigned by the MPD Chief. 21. Require clients to agree to certain terms and conditions, attached and incorporated as Exhibit G, prior to posting jobs. RollKall will require clients to maintain such insurance coverage(s) as may be required by the City, such insurance coverage(s) being attached hereto as Exhibit "F," and require clients to show evidence of requisite insurance coverage(s), including, but not limited to Workers' Compensation, prior to the start of jobs, or elect to purchase same, at the client's expense, from RollKall as an additional service (as set forth below). The City of Miami shall be added as an additional insured and named as a certificate holder on all polices. FEES AND ADDITIONAL TERMS: City acknowledges and agrees that the aggregate fees payable to officers, the City or MPD by clients ("RK Payments") in connection with officer assignments hereunder ("Jobs") include: (i) for Permitted Assignments, a service fee to Rollkall in an amount equal to 5.89% of the aggregate total of such RK Payments, (ii) for Non -Permitted Assignments, a service fee to Rollkall in an amount equal to 8.19% of the aggregate total of such RK Payments, however, entities organized for the purpose of religious activities, including, but not limited to, churches, temples, or other places of worship, and not -for -profit corporations shall only pay a service fee in an amount equal to the service fee for Permitted Assignments specified above, (iii) if Client pays via credit card, a 2.99% processing fee, and (iv) applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable hereunder. This fee is inclusive of: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • 1099 Aggregation and reporting for officers and businesses • Payment processing to the Officers Officers and/or clients may agree individually to purchase additional services through the RollKall platform at their own expense. These services may include, but will not be limited to: • Expedited payment for services • Insurance • Banking & Treasury Services • Workers Compensation In connection with City's and MPD's use of and access to the RollKall Platform, the City acknowledges that the City and/or MPD will be required to provide to RollKall sensitive information related to the identity, residence, compensation and other personally identifiable information of extra -duty officers that are authorized by the City to provide services in connection with the Extra -Duty Program (any such information, the "Information" and any such officers, the "Authorized Officers"). Department further acknowledges that the Information may be accessible by Authorized Officers, clients, the City, and MPD (collectively, "Authorized Users"). The City and RollKal1 agree, subject to the requirements of Chapter 119, Florida Statutes, as amended, or other applicable law governing disclosure of public records: (i) to use the Information only in connection with the Extra -Duty Program, (ii) not to disclose the Information to any other person or entity and (iii) to use commercially reasonable efforts to maintain the confidentiality of the Information. The City shall be responsible for maintaining the current status of Authorized Officers on the RollKall platform and shall restrict access to the RollKal1 platform solely to its active Authorized Users. The City acknowledges and agrees that: (i) the RollKall platform only enables connections between Authorized Users for the fulfillment of Jobs, (ii) RollKall is not responsible for the performance of Authorized Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Jobs, Authorized Officers, clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Authorized Users, (iii) RollKall makes no representations about the suitability, reliability, timeliness, or accuracy of the Jobs requested and services provided by Authorized Users identified through the RollKall platform whether in public, private, or offline interactions, and (iv) RollKall will not be responsible for the action of any Authorized Users with respect to the Information posted on the RollKall platform. In the event that the City suspects or otherwise becomes aware that any unauthorized party may be using the RollKall platform or the Information in a manner not authorized hereunder, the City shall immediately notify RollKal1 thereof. For the avoidance of doubt, RollKall will not be responsible for any Authorized User's use of the RollKall platform in a manner not authorized hereunder or the actions of Authorized Users with respect to any of the Information posted in the Ro1lKall platform. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT B TERMS & CONDITIONS FOR GOVERNMENT AGENCIES 23 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT B Terms & Conditions For Government Agencies Last updated: May 21, 2021 These Terms of Service constitute a legally binding agreement ("Agreement") between you, a government agency, and RoliKall Technologies, LLC. ("Company" or "RoliKall") governing your use of the RoliKall Platform (defined below), Company's website (RollKall.com or the "Site") or mobile applications. The platform services provided by Company, the Site and mobile applications together are hereinafter collectively referred to as the "RoliKall Platform." PLEASE NOTE: BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE ROLLKALL PLATFORM. Your use of the RoliKall Platform constitutes your acceptance of and agreement to all of the terms and conditions in this Agreement, the Privacy Policy attached hereto as Exhibit C (the "Privacy Policy"), and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. The Privacy Policy is incorporated by reference into this Agreement and together form and are hereinafter referred to as this "Agreement". A few highlights of this Agreement include: • Your acknowledgment and agreement that Company does not supervise, direct or control an Officer's work or the Jobs in any manner (Section 1). • Your agreement that Company has no liability regarding the performance of Jobs (Section 16). • Your agreement to indemnify Company from claims due to your use or inability to use the RoliKall Platform or content submitted from your account to the RoliKall Platform (Section 17). • RollKall Platform Connects Officers and Clients 1. RollKall Platform Connects Officers and Clients The RollKall Platform is a web -based communications platform which enables the connection between Clients and Officers. "Clients" are individuals and/or businesses seeking to obtain services ("Jobs") from Officers and are therefore Clients of Officers, and "Officers" are individuals employed by you or one or more of your affiliates seeking to perform Jobs for Clients. Clients, Officers and you together are hereinafter referred to as "Users." If you agree on the terms of a Job with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below. OFFICERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OF COMPANY. COMPANY DOES NOT PERFORM JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. YOU HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR AN OFFICER'S WORK AND IS NOT RESPONSIBLE FOR THE WORK PERFORMED OR THE JOBS IN ANY MANNER. OFFICERS ARE INDEPENDENT CONTRACTORS FOR ROLLKALL AND ARE NOT COVERED UNDER A WORKERS COMPENSATION POLICY. AN ADDITIONAL CHARGE WILL BE ADDED TO THE OFFICERS' HOURLY RATE IF YOU DESIRE TO HAVE THIS COVERAGE IN PLACE FOR OFFICERS PERFORMING JOBS FOR CLIENTS AND PAID THROUGH THE ROLLKALL PLATFORM. YOU MAY REQUEST SUCH WORKERS COMPENSATION COVERAGE BY SUBMITTING A WRITTEN REQUEST TO ROLLKALL. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The RollKall Platform only enables connections between Users for the fulfillment of Jobs. Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Jobs, Officers, Clients, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Jobs requested and services provided by Users identified through the RoliKall Platform whether in public, private, or offline interactions. In the event that you suspect or otherwise become aware that any unauthorized party may be using the RollKall Platform in a manner not authorized hereunder, you shall immediately notify RollKall thereof. 2. User Vetting and Representation and Warranties User Vetting In Company's sole discretion, you and Users associated with you may be subject to a vetting process before they can register for and during their use of the RoliKall Platform, including but not limited to a verification of identity, Officer standing with you, and a comprehensive criminal background check, at the Country, State and local level, using third party services as appropriate. You are solely responsible for obtaining User consent to Company's conduct of background checks (i) as often as required in compliance with federal and state laws, including, without limitation, the Fair Credit Reporting Act and (ii) additionally, as often as Company deems advisable at Company's sole discretion. Although Company may perform background checks of Users and subject Users to other forms of vetting, as outlined above, Company is not required to do so and cannot confirm that each User is who the User claims to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the RollKall Platform. The vetting processes that Company applies to Users at any given time can be found at https://support.rollkall com/hc/en-us/articles/360004837472-Officer- Verification-Process. Users are advised that Company may change or eliminate those vetting processes from time to time in Company's sole discretion. NEITHER COMPANY NOR ANY OF ITS AFFILIATES OR LICENSEES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER AND YOU HEREBY RELEASE COMPANY AND ITS AFFILIATES OR LICENSEES FROM ANY LIABILITY RELATED THERETO. As used in this Agreement, an "Affiliate" of Company means any member, manager, officer, employee, agent, attorney, financial advisor or contractor of Company, any entity in which Company owns an equity interest or any entity that owns an equity in interest in Company. Your Representations and Warranties You represent and warrant that that you are a govemmental entity and are capable of entering into binding contracts and you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. You represent and warrant that this Agreement is binding on you. You represent and warrant that you have read, understand and are required to agree to and accept to be bound by this Agreement and, the Privacy Policy in order to access and use the RoliKall Platform. You further represent and warrant that you will fulfill the commitments you make to other Users including paying / receiving payment through the RoliKall Platform through RollKall's payment service provide, currently Stripe (the "PSP"), communicating clearly and promptly through the chat thread, being present and / or available at the time you agree upon with your Officer or Client as the case may be. 3. Contract between Clients and Officers THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. You acknowledge and agree that "Service Agreement" is formed when a Client and an Officer agree on the terms of a Job. The terms of the Service Agreement include the engagement terms proposed and accepted on the RoliKall Platform, and any other contractual terms accepted by both the Officer and their Client to the extent such terms do not conflict with the terms in this Agreement including this Section 3 and do not expand Company's obligations or restrict Company's rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Officer or create any obligation on the part of the Company to the Client or you. You may elect for the Clients to pay the Officer directly for completed services through the "RKPay" platform developed by Company to facilitate payments between Users, at the rates agreed to by the parties in the Service Agreement. RoliKall partners with the PSP for purposes of collecting all payments from Clients who elect to utilize RKPay, transferring such payments from Clients to Officers, and holding Client balances through RKPay. You agree to comply with this Agreement throughout the term of this Agreement. Both parties agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding between the parties. You covenant that any Jobs entered by you into the RollKall Platform will only be between a Client, an Officer and/or you. Company is not responsible for managing any agreement between Clients, Officers or you. You may incorporate into the RoliKall Platform your agency's rules and policies governing Officers. RollKall shall not be responsible for enforcing any such rules or policies. 4. Billing and Payment You acknowledge that you are aware that RoliKall does not charge for use of the RoliKall Platform solely for scheduling purposes; provided, however, that, in the event that less than 15% of the hours worked by Authorized Officers through the use of the RoliKall Platform utilize RKPay, RollKall may charge you a monthly licensing fee per active Authorized User (not to exceed $2.00 per month per active Authorized User). Users contract for Jobs directly with other Users through you using the RollKall Platform. Company will not be a party to any contracts for Jobs or other services. Clients are solely responsible for payments owed to Officers and other Users for services rendered pursuant to Service Agreements. At your election, Clients must make such payments to Officers or other Users using RKPay via RoliKall's PSP, or as otherwise agreed between Client and Officer. Payment for services through the RollKall Platform is made by the Client to the User and not by Company or its PSP. Company does not guarantee payments of amounts owed by Clients to Officers or you, and under no circumstances shall Company be obligated to pay an Officer or any other User for services rendered under a Services Agreement. Users of the RoliKall Platform who utilize RKPay will be required to provide their credit card and/or bank account details to Company via its PSP. Clients will be responsible for paying the invoice for each Job (the "Invoice"), which will include (i) the pricing terms of the Job agreed with and provided by an Officer ("Job Payment"), (ii) any out of pocket expenses agreed with and submitted by an Officer in connection with the Job, (iii) any tip or gratuity, if applicable, (iv) payment processing fees in accordance with AGREEMENT RELATED TO THE USE OF ROLLKALL PLATFORM Section 2 ("Fees"), (v) if applicable a service charge Company assesses for the RollKall Platform, based upon the Job Payment amount based on fee schedules maintained by Company that may will be provided to you and Users at their request, (vi) all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable hereunder, and (vii) cancellation fees, if applicable. Officers will be responsible for paying (i) registration fees (applicable to Officer registrants), (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Each Invoice will initially be developed by an Officer to reflect charges for his services and then edited by Company to add line items for fees payable to other Users, you or Company. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a temporary charge is placed on account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary between $0.01 US to $5000.00 US depending on the estimated value of the Job and reimbursements. When you receive confirmation through the RollKall Platform or via email that a Job has been completed, you automatically authorize Company to provide Client's payment details to the PSP for processing of Job Payment, out of pocket expenses owed to Officer, and the service charge owed to Company for the use of RKPay (if applicable). You may be charged a cancellation fee through the PSP if you book a Job, but cancel it before it is completed, as set forth in the Job pricing terms or if you agree to perform a Job but fail to complete it, as may be set forth in the Job pricing terms. Company reserves the right, in its sole discretion (but not the obligation), upon request from Client or Officer or upon notice of any potential fraud, unauthorized charges or other misuse of the RoliKall Platform, to arrange for the PSP to (i) place on hold any Job Payment and out of pocket expenses, or (ii) refund, provide credits. Users of the RoliKall Platform will be liable for any taxes (including VAT, if applicable) required to be paid on the Job services provided under this Agreement (other than taxes on Company's income). 5. Release The RoliKall Platform is only a venue for connecting Users. Because Company is not involved in the actual contract between Users or in the completion of the Job, in the event that you have a dispute with one or more Users, you release Company and its Affiliates from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS ROLLKALL PLATFORM WITH RESPECT TO SERVICE AGREEMENTS. 6. Public Areas; Acceptable Use The RoliKall Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, Job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum. For the safety and integrity of the RoliKall Platform, you may not share your personal contact information with other Users. Without limitation, while using the RollKall Platform, you may not: • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff, or use information learned from the RollKall Platform or during the performance of Jobs to otherwise defame, abuse, harass, stalk, threaten, intimidate or mislead, or otherwise violate the legal rights of any other User or Company staff outside of the RollKall Platform. • Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the RollKall Platform. • Use the RoliKall Platform for any purpose, including, but not limited to posting or completing a Job, in violation of local, state, national, or international law. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party. • Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer. • Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly. • Advertise or offer to sell any goods or services for any commercial purpose through the RollKall Platform which are not relevant to the Job services offered through the RoliKall Platform. • Post or complete a Job requiring a User to (i) purchase or obtain gift cards, money orders or high value items (over $300) without notifying Company, (ii) cross state lines during the performance of a Job, (iii) provide ridesharing or other peer to peer transportation services, (iv) post ratings or reviews on any third party website in breach of such third party website's terms of use, or (v) otherwise engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by Company in its sole discretion. • Conduct or forward surveys, contests, pyramid schemes, or chain letters. • Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments. • Post the same Job repeatedly ("Spamming") Spamming is strictly prohibited. • Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the RollKall Platform. • Restrict or inhibit any other User from using and enjoying the Public Areas. • Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company. • Use a robot, spider, manual and/or automatic processes or devices to data -mine, data -crawl, scrape or index the RollKall Platform in any manner. • Hack or interfere with the RoliKall Platform, its servers or any connected networks. • Adapt, alter, license, sublicense or translate the RoliKall Platform for your own personal or commercial use. • Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company. • Upload content to the RoliKall Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. • Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner. • Use the RollKall Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the RollKall Platform as set forth herein. • Use the RoliKall Platform to collect Usernames and or/email addresses of Users by electronic or other means. • Use the RoliKall Platform or the Job services in violation of this Agreement. • Use the RollKall Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company's trade secret information for public disclosure or other purposes. • Attempt to circumvent the payments system or service fees in anyway including, but not limited to, processing payments outside of the platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent manner; • Register with RoliKall under different Usemames or identities, after your account has been suspended or terminated or register under multiple Usernames or identities. • Cause any third party to engage in the restricted activities above. You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas. 7. Termination and Suspension Company may terminate, limit or suspend this Agreement as it relates to you and your right to use the RollKall Platform in the event that Company, in its sole discretion, determines that you have breached this Agreement (a "User Breach") THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. by providing you with written or email notice of such User Breach and such termination or suspension, and termination or suspension will be effective immediately upon delivery of such notice. If Company terminates, limits, or suspends this Agreement as it relates to you and your right to use the RoliKall Platform, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating, limiting, or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing litigation, criminal, and injunctive redress. Notwithstanding anything to the contrary in this Section 7, Company has the right to restrict anyone from completing registration as an Officer if Company believes such person may threaten the safety and integrity of the RollKall Platform, or if, in Company's discretion, such restriction is necessary to address any other reasonable business concern. You may terminate this Agreement at any time as it relates to you by (i) delivery to Company of written or email notice of termination and (ii) by ceasing all use of the RollKall Platform. All sections of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 8. Account, Password, Security, and Mobile Phone Use, Texts and Calls You must register with Company and create an account to use the RollKall Platform. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the RoliKall Platform. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately. By providing to Company your mobile phone number and using the RoliKall Platform, you hereby affirmatively consent to our use of your mobile phone number for calls and texts (including prerecorded and/or by automatic telephone dialing systems) in order to (a) perform and improve upon the RoliKall Platform, (b) facilitate the carrying out of Jobs through the RoliKall Platform, or (c) provide you with information and reminders regarding your registration, orientation, upcoming Jobs, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Jobs and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt -out of receiving texts messages from us by modifying your account settings on the Site or Company's mobile application, texting "STOP" in response to any texts, or by emailing opt-out-textsgRollKall.com and specifying you want to out -out of texts. You may opt -out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@RollKall.com and specifying you want to opt -out of calls. You understand that we may send you a text confirming any opt -out by you. 9. Your Information and Likeness "Your Information" is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the RoliKall Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section 9, as provided by each User, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those goveming export control, consumer protection, unfair competition, anti -discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers. The RollKall Platform hosts User Generated Content relating to reviews and ratings of specific Officers ("Feedback"). Such Feedback is such User's opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake his, her or its own research to be satisfied that a specific Officer is the right person for a Job. You agree that Company is not liable or otherwise responsible for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Company do so. You hereby grant Company a non-exclusive, worldwide, perpetual, royalty -free (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the RollKall Platform. Additionally, you acknowledge that you will be required to provide to RoliKall sensitive information related to the identity, residence, compensation and other personally identifiable information of Authorized Officers (any such information, the "Officer Information"). You further acknowledge that the Officer Information may be accessible by your Authorized Users. You and RollKall agree: (i) to use the Officer Information only in connection with Jobs, (ii) not to disclose the Officer Information to any other person or entity and (iii) to use commercially reasonable efforts to maintain the confidentiality of the Officer Information. You shall be responsible for maintaining the current status of Authorized Officers on the RollKall Platform and shall restrict access to the RoliKall Platform solely to its active Authorized Users. 10. Links to Other Websites The RollKall Platform may contain links (such as hyperlinks) to third -party websites. Such links do not constitute the endorsement by Company of those sites or their content. They are provided as an information service, for reference and convenience only. Company does not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the RoliKall Platform to such websites (including without limitation external websites that are framed by the RoliKall Platform as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites, and not by the terms of this Agreement or the Privacy Policy. You access such third -party websites at your own risk. Company expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the RollKall Platform. You hereby agree to hold Company harmless from any liability that may result from the use of links that may appear on the RoliKall Platform. As part of the functionality of the RollKall Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a "Third Party Account") by either: (i) providing your Third Party Account login information through the RoliKall Platform; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the "SNS Content") so that it is available on and through the RoliKall Platform via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of this Agreement. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the RollKall Platform. Please note that if a Third Party Account or associated service becomes unavailable or Company's access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the RoliKall Platform. You will have the ability to disable the connection between your account on the RoliKall Platform and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non -infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the RollKall Platform. At your request made via e-mail to privacy@RollKall.com, Company will deactivate the connection between the RollKall Platform and your Third Party Account and delete any information stored on Company's servers that was obtained through such Third Party Account, except the Usemame and profile picture that become associated with your account. 11. Worker Classification and Withholdings AS SET FORTH IN SECTION 1, COMPANY DOES NOT PERFORM JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. Each User assumes all liability for proper classification of such User's workers based on applicable legal guidelines. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, control or monitor an Officer's work or Jobs performed in any manner. Company does not set an Officer's work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Job. Company does not provide any supervision to Users. The RoliKall Platform is not an employment service and Company is not an employer of any User. As such, Company is not responsible for and will not be liable for any tax payments or withholding, including but not limited to unemployment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with your use or delivery of Users' Job services. 12. Intellectual Property Rights All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the RoliKall Platform is owned by Company, excluding User Generated Content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Subject to your obligations under Chapter 119, Florida Statutes, and Art. 1, Section 24 of the Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Constitution ("Public Records Law"), Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the RoliKall Platform without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content. Notwithstanding anything in this article to the contrary, you may exercise the aforementioned rights to comply with your obligations under the Public Records Law. The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the RoliKall Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. 13. Copyright Complaints and Copyright Agent Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the RoliKall Platform infringe upon your copyright or other intellectual property right, please send the following information to Company's Copyright Agent at: RoliKall, LLC. 600 E. Las Colinas Blvd. Suite 550, Irving, TX 75039 or copyrightgRollKa11.com: A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the RollKall Platform where the material you claim is infringed is located. Include enough information to allow Company to locate the material, and explain why you think an infringement has taken place; • A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; • Your address, telephone number, and e-mail address; • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; • A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and • An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 14. Confidential Information You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Company and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who need to know the Confidential Information in order to fulfill their job functions and who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of Company's trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical, financial, strategic and other proprietary and confidential information relating to Company's business, operations and properties, including information about Company's Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. If Company provides any Confidential Information that qualifies for exemption from Florida Public Records Law, it must be clearly identified and labeled as "CONFIDENTIAL INFORMATION - TRADE SECRETS." Company acknowledges and is aware that the designation of an item as a trade secret may be challenged in court by any person. If such information is THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. requested pursuant to a public records request, the City will notify Company and provide a reasonable opportunity to seek a protective order in court. Any costs associated with obtaining a protective order, or any costs incurred by the City defending itself in a public records case in connection with such Confidential Information, shall be bome solely by Company. 15. Contractor's Representations And Warranties THE ROLLKALL PLATFORM IS PROVIDED SUBJECT TO THE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED HEREIN. COMPANY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE ROLLKALL PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE ROLLKALL PLATFORM. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ROLLKALL PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD -PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSEES IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. 1 TO INDUCE THE CITY TO ENTER INTO THIS CONTRACT, THE CONTRACTOR REPRESENTS AND WARRANTS THAT THE CONTRACTOR IS AUTHORIZED TO DO BUSINESS IN THE STATE OF FLORIDA AND IS DULY QUALIFIED TO PROVIDE THE SYSTEM AS SET FORTH IN THIS CONTRACT, AND THAT THE EXECUTION OF THIS CONTRACT IS WITHIN THE CONTRACTOR'S AUTHORIZED POWERS, IS NOT IN CONTRAVENTION OF FEDERAL, STATE OR LOCAL LAW, AND WILL NOT CAUSE A BREACH OF ANY OTHER CONTRACT TO WHICH THE CONTRACTOR IS A PARTY. 2 THE CONTRACTOR MAKES THE FOLLOWING REPRESENTATIONS AND WARRANTIES SPECIFICALLY IN CONNECTION WITH THE SYSTEM: (A) THE SYSTEM SHALL PERFORM ACCORDING TO THE SPECIFICATIONS AND REPRESENTATIONS SET FORTH IN EXHIBIT A AND ACCORDING TO ANY OTHER SPECIFICATIONS AND REPRESENTATIONS, INCLUDING ANY DOCUMENTATION, PROVIDED BY THE CONTRACTOR TO THE CITY; (B) THE CONTRACTOR HAS THE FULL AND UNENCUMBERED RIGHTS AND POWERS TO GRANT THE CITY ACCESS TO AND PERMISSION TO USE THE SYSTEM, INCLUDING THE UNDERLYING MICROSOFT AZURE CLOUD AND THE MICROSOFT'S AZURE CLOUD VIRTUAL SERVER, AND INCLUDING ALL UPGRADES, UPDATES, IMPROVEMENTS, MODIFICATIONS, ENHANCEMENTS OR CUSTOMIZATIONS, AND INCLUDING ANY THIRD PARTY COMPONENTS AND PLATFORMS EMBEDDED IN THE SYSTEM, AND THE RIGHTS GRANTED HEREIN WILL NOT VIOLATE THE TERMS OF ANY OF CONTRACTOR'S AGREEMENTS WITH ANY THIRD PARTY; (C) THE CONTRACTOR'S EXECUTION, DELIVERY, AND PERFORMANCE OF THIS CONTRACT WILL NOT CONSTITUTE A VIOLATION OF ANY JUDGMENT, ORDER OR DECREE, A DEFAULT UNDER ANY AGREEMENT BY WHICH IT OR ANY OF ITS ASSETS ARE BOUND OR AN EVENT THAT WOULD, WITH NOTICE OR LAPSE OF TIME, CONSTITUTE SUCH A DEFAULT; (D) THE SYSTEM IS FREE OF ANY SOFTWARE, PROGRAMS OR ROUTINES, COMMONLY KNOWN AS "DISABLING CODE," THAT ARE DESIGNED TO CAUSE THE SYSTEM TO BE DESTROYED, DAMAGED, OR OTHERWISE MADE INOPERABLE IN THE COURSE OF THE CITY'S USE OF THE SYSTEM; THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (E) THE SYSTEM IS FREE OF ANY KNOWN OR REASONABLY DISCOVERABLE COMPUTER PROGRAM, CODE OR SET OF INSTRUCTIONS, COMMONLY KNOWN AS A "COMPUTER VIRUS," THAT IS NOT DESIGNED TO BE A PART OF THE SYSTEM AND THAT, WHEN INSERTED INTO THE COMPUTER'S MEMORY: (I) DUPLICATES ALL OR PART OF ITSELF WITHOUT SPECIFIC USER INSTRUCTIONS TO DO SO, OR (II) ERASES, ALTERS OR RENDERS UNUSABLE ANY DATA OR THE SYSTEM, WITH OR WITHOUT SPECIFIC USER INSTRUCTIONS TO DO SO, OR (III) PROVIDES THIRD PARTIES WITH UNAUTHORIZED ACCESS TO THE SYSTEM; (F) THE SYSTEM IS FREE OF ANY SPYWARE AND MALWARE; (G) THE SYSTEM SHALL BE FULLY WARRANTED FOR REPAIR OR REPLACEMENT DURING THE TERM OF THIS CONTRACT AS AMENDED OR EXTENDED. (H) THE SYSTEM SHALL: (1) ACCURATELY RECOGNIZE AND PROCESS ALL TIME AND DATE DATA INCLUDING, BUT NOT LIMITED TO, DAYLIGHT SAVINGS TIME AND LEAP YEAR DATA, AND (2) USE ACCURATE SAME -CENTURY, MULTI -CENTURY, AND SIMILAR DATE VALUE FORMULAS IN ITS CALCULATIONS, AND USE DATE DATA INTERFACE VALUES THAT ACCURATELY REFLECT THE CORRECT TIME, DATE AND CENTURY. (I) ALL COMPONENTS OF THE SYSTEM THAT ARE DEDICATED FOR THE CITY'S USE ONLY SHALL NOT BE SHARED BY THE CONTRACTOR WITH ANY UNAUTHORIZED THIRD PARTY. (J) ALL DATA SHALL BE AND REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE CITY. CONTRACTOR SHALL TREAT ALL DATA AS CONFIDENTIAL INFORMATION. CONTRACTOR WILL BE PROVIDED ACCESS TO THE DATA FOR THE SOLE AND EXCLUSIVE PURPOSE OF PERFORMING ITS OBLIGATIONS UNDER THIS CONTRACT. CONTRACTOR IS PROHIBITED FROM DISCLOSING ANY DATA TO ANY THIRD PARTY WITHOUT SPECIFIC WRITTEN APPROVAL FROM THE CITY. CONTRACTOR WILL HAVE NO PROPERTY INTEREST IN, AND MAY ASSERT NO LIEN ON OR RIGHT TO WITHHOLD DATA FROM THE CITY. (K) THE CITY HAS PROVIDED TO CONTRACTOR, AND CONTRACTOR HAS REVIEWED, THE PRIVACY AND SECURITY POLICIES AND HEREBY REPRESENTS AND WARRANTS THAT THE SYSTEM WILL COMPLY WITH THE REQUIREMENTS OF THE PRIVACY AND SECURITY POLICIES. (L) THE CONTRACTOR WILL, UPON REASONABLE PRIOR WRITTEN NOTICE FROM THE CITY, ALLOW THE CITY TO PERFORM REASONABLE AUDITS OF THE CONTRACTOR'S COMPLIANCE WITH THE PRIVACY AND SECURITY POLICIES. (M) THE SYSTEM, THE CITY'S ACCESS TO THE SYSTEM, THE CITY'S USE OF THE SYSTEM OR THE DOCUMENTATION, AND THE CONTRACTOR'S PERFORMANCE OF THIS CONTRACT DO NOT AND WILL NOT CONFLICT WITH, INFRINGE UPON OR VIOLATE, THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR LEGAL ENTITY, EXCEPT TO THE EXTENT ARISING THE CITY'S UNAUTHORIZED USE OR MODIFICATION OF THE SYSTEM. (N) THE SYSTEM, THE CITY'S ACCESS TO THE SYSTEM, THE CITY'S USE OF THE SYSTEM OR THE DOCUMENTATION, AND THE CONTRACTOR'S PERFORMANCE OF THIS CONTRACT ARE NOT ALLEGED BY ANY PERSON TO CONFLICT WITH, INFRINGE UPON OR VIOLATE, THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR LEGAL ENTITY. (0) THERE ARE NO EXISTING OR THREATENED LEGAL PROCEEDINGS BROUGHT AGAINST THE CONTRACTOR IN RESPECT OF THE SYSTEM, THE DOCUMENTATION, OR THE CONTRACTOR'S RIGHT TO GRANT OTHERS THE RIGHT TO ACCESS AND USE THE SYSTEM, INCLUDING THE UNDERLYING MICROSOFT AZURE CLOUD, THE MICROSOFT'S AZURE CLOUD VIRTUAL SERVER OR THE DOCUMENTATION. SHOULD THE CONTRACTOR BECOME AWARE OF ANY SUCH CONFLICT, INFRINGEMENT OR VIOLATION OR POTENTIAL CONFLICT, INFRINGEMENT OR VIOLATION, THE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CONTRACTOR WILL PROMPTLY NOTIFY THE CITY. (P) THE DOCUMENTATION IS COMPLETE AND WILL ALLOW THE CITY TO ACCESS AND USE THE SYSTEM. (Q) THE CONTRACTOR WILL MEET THE FOLLOWING DATA -RELATED SYSTEM REQUIREMENTS: (I) AT ALL TIMES, THE CITY SHALL BE ABLE TO RECEIVE DATA, ASSOCIATED METADATA, AND REASONABLY GRANULAR SUBSETS THEREOF, AS WELL AS ANY ASSOCIATED FILES OR ATTACHMENTS, FROM THE SYSTEM IN A USEABLE, ENCRYPTED FORMAT. (II) UPON TERMINATION OF THIS CONTRACT AND AT THE CITY'S WRITTEN REQUEST, THE CONTRACTOR SHALL DESTROY ALL DATA, INCLUDING BACK-UPS AND COPIES THEREOF, ACCORDING TO THE NATIONAL INSTITUTE OF STANDARDS AND SYSTEM (NIST) STANDARDS OR AS OTHERWISE DIRECTED BY THE CITY. (III) CONTRACTOR HAS AND SHALL HAVE THE ABILITY TO RETAIN DATA IN A MANNER THAT IS SEARCHABLE AND CAPABLE OF COMPLIANCE WITH RECORDS RETENTION LAWS AND BEST PRACTICES FOR A PERIOD OF AT LEAST THREE (3) YEARS AFTER IT IS CREATED. (IV) AT NO TIME MAY CONTRACTOR SUSPEND OR TERMINATE CITY'S ACCESS TO ANY DATA OR THE SYSTEM FOR BREACH OF CONTRACT WITHOUT GIVING THE CITY REASONABLE NOTICE AND OPPORTUNITY TO CURE ACCORDING TO THE CITY'S DISPUTE RESOLUTION PROCESS. THE CONTRACTOR SHALL MAKE THE SYSTEM AVAILABLE DURING THE TERM OF THIS CONTRACT TWENTY-FOUR (24) HOURS A DAY, SEVEN (7) DAYS A WEEK, AND WILL CREDIT THE CITY 10% OF THE EQUIVALENT MONTHLY SUBSCRIPTION FEES LISTED IN EXHIBIT A FOR EACH THREE (3) HOUR PERIOD FOR WHICH THE SYSTEM IS UNAVAILABLE FOR USE BY THE CITY IN A MONTHLY PERIOD. "UPTIME" AND "DOWNTIME" IS RECORDED AND CALCULATED ON A MONTHLY BASIS AND WILL BE APPLIED AS A CREDIT TOWARDS THE ANNUAL SUBSCRIPTION FEES LISTED IN EXHIBIT A, FOR THE NEXT YEAR. DOWNTIME DOES NOT INCLUDE SCHEDULED OUTAGES FOR SOFTWARE UPDATES, SERVER OR NETWORK MAINTENANCE (WHICH WILL GENERALLY BE SCHEDULED FOR WEEKENDS OR AFTER MIDNIGHT EASTERN TIME), NOTIFICATION OF WHICH WILL BE PROVIDED TO THE CITY'S DESIGNATED SUPPORT CONTACTS FIVE (5) DAYS IN ADVANCE. UNSUITABLE CITY OPERATING ENVIRONMENT, INCLUDING, BUT NOT LIMITED TO, INADEQUATE END USER COMPUTER CONFIGURATION, INTERNET CONNECTION ISSUES OR GENERAL INTERNET CONGESTION ISSUES ARE EXCLUDED FROM ANY DOWNTIME CALCULATIONS. ACCOUNT CREDITS OF THE CONTRACTOR FOR ANY TWELVE (12) MONTH PERIOD IS HEREBY LIMITED TO A MAXIMUM OF TWENTY FIVE PERCENT (25%) OF THE ANNUAL SUBSCRIPTION FEES LISTED IN EXHIBIT A PAID BY THE CITY DURING THE PRIOR TWELVE (12) MONTH PERIOD UP TO THE OUTAGE. DOWNTIME IS MEASURED FROM THE TIME THAT A TROUBLE TICKET IS REGISTERED WITH SUPPORT SERVICES BY THE CITY FOR THE SYSTEM BEING UNAVAILABLE FOR USE OR THE TIME THAT THE CONTRACTOR BECOMES AWARE THAT THE SYSTEM IS UNAVAILABLE FOR USE (WHICHEVER IS EARLIER), TO THE TIME THE PROBLEM IS RESOLVED AND THE SYSTEM IS RESTORED. IN THE EVENT THAT THE CONTRACTOR BECOMES AWARE THAT THE SYSTEM IS UNAVAILABLE FOR USE, THE CONTRACTOR SHALL NOTIFY THE CITY IMMEDIATELY. 16. No Liability YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE ROLLKALL PLATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF COMPANY'S LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, OR ITS LICENSEES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. YOUR NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CRIMINAL ACTS, STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, DESTRUCTION OF PERSONAL PROPERTY AND ANY DISPUTE WITH ANY USER. UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES OR LICENSEES, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ROLLKALL PLATFORM OR THE JOB SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED BY OFFICER VIA THE ROLLKALL PLATFORM. 17. Changes to this Agreement and the RoliKall Platform This Agreement (including the Privacy Policy) shall not be modified or amended unless you and Company approve any such modification or amendment in writing. Company may change, modify, suspend, or discontinue any aspect of the RoliKall Platform at any time without notice or liability. Company may also impose limits on certain features or restrict your access to parts or all of the RollKall Platform with notice. I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND THE PRIVACY POLICY AND AGREE THAT MY USE OF THE ROLLKALL PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT C CONTRACTOR PRIVACY POLICY 24 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT C RollKall Privacy Policy RoliKall Technologies, LLC ("RollKall") respects the privacy of others. This PRIVACY POLICY (this "Privacy Policy") is intended to explain RollKall's privacy practices with respect to RollKall.com and any other website that links to this Privacy Policy (together with its respective pages and features, the "Site"), and the mobile software application(s) that links to this Agreement (together with its respective pages and features, the "App"). This Privacy Policy is also intended to provide you(together with any person helping you visit, access, register with or use any of those online or digital properties, products or services, "you" or "your") with an overview of the following: • the type of information about you RollKall collects through the Site and the App; • how RoliKall collects such information; • how RollKall uses such information; • who will have access to such information; and • RoliKall's security measures for protecting such information. This Privacy Policy applies to information collected through the Site and/or the App. Carefully read this Privacy Policy in its entirety. As used herein, the term " personal information" means information (including personally identifiable information) that would allow someone to specifically identify you or contact you physically or online (e.g., your name, physical address, telephone number, email address, social security number); and the term "non -personal information" means any information other than personal information that RollKall may collect from you. 1. A Special Note About Minors. The Site is a general audience web site intended for use by adults Similarly, the App is a general audience application intended for use by adults. Neither the Site nor the App is designed or intended to attract, and is not directed to, children under eighteen (18) years of age, let alone children under thirteen (13) years of age. RollKall does not collect personal information through the Site or the App from any person it actually knows to be under thirteen (13) years of age. If RollKall obtains actual knowledge that it has collected personal information through the Site or the App from a person under thirteen (13) years of age, then it will use reasonable efforts to refrain from further using such personal information or maintaining it in retrievable form. Furthermore, if you are under eighteen (18) years of age, then you (or your parent or legal guardian) may at any time request that RoliKall remove content or information about you that is posted on the Site or the App. Please submit any such request (" Request for Removal of Minor Information") to privacygrollkall.com, with a subject line of "Removal of Minor Information." For each Request for Removal of Minor Information, please state "Removal of Minor Information" in the email or letter subject line, and clearly state the following in the body: • the nature of your request • the identity of the content or information to be removed • whether such content or information if found on the Site or the App • the location on content or information on the Site or the App (e.g., providing the URL for the specific web page the content or information is found on) • that the request is related to the "Removal of Minor Information • your name, street address, city, state, zip code and email address • whether you prefer to receive a response to your request by mail or email THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. RoliKall is not responsible for failing to comply with any Request for Removal of Minor Information that is incomplete, incorrectly labeled or incorrectly sent. Please note that the aforementioned removal does not ensure complete or comprehensive removal of such content or information posted on the Site or the App. Also, please note that RollKall is not required to erase or otherwise eliminate, or to enable erasure or elimination of, such content or information in certain circumstances, such as, for example, when an intemational, federal, state, or local law, rule or regulation requires RoliKall to maintain the content or information; when the content or information is stored on or posted to the Site by a third party other than you (including any content or information posted by you that was stored, republished or reposted by the third party); when RollKall anonymizes the content or information, so that you cannot be individually identified; when you do not follow the aforementioned instructions for requesting the removal of the content or information; and when you have received compensation or other consideration for providing the content or information. The foregoing is a description of RollKall's voluntary practices concerning the collection of personal information through the Site from certain minors, and is not intended to be an admission that RoliKall is subject to the Children's Online Privacy Protection Act, the Federal Trade Commission's Children's Online Privacy Protection Rule(s), or any similar international, federal, state, or local laws, rules, or regulations. 2. Categories of Information Collected. RoliKall may collect personal and non -personal information about you through the Site and/or the App. The categories of such information might include: • Your name (first, last and/or middle) and unique identifiers (e.g., username) • Your company name and/or title • Your login information for the Site and/or the App (e.g., username, password, security questions and answers) • Your home and/or business contact information (e g , mailing address, email address, telephone number) • Your relevant work information (e.g. name, contact information, department name and location, rank, supervisor name and contact information, police identification number, work address), as well as any additional work -related and background information that you voluntarily disclose; • Your location, hours, billing rate and other information about your work projects coordinated on or through the Site and/or App • Your computer, mobile device, and/or browser information (e.g., IP address, mobile device ID information, operating system, connection speed, bandwidth, browser type, hardware attributes, software attributes) • Your transactional information (e.g., requests, orders, comments, ratings, feedback and instant messages and/or other communications made within or through the Site and/or the App) • Your telephone number associated with your mobile device • Your mobile device ID information Additionally, in order to process or receive payments through RoliKall's third party payment service provider, RollKall may, directly or indirectly, collect information such as the following: • Your Social Security Number (SSN), Employer Identification Number (EIN), Taxpayer Identification Number (TIN) and/or other tax ID number; • Your date of birth; • Your banking, billing, payment or shipping information (e.g., payor or payee name, bank account number, credit or debit card number, expiration date, verification code, accountholder name, cardholder name, billing address, mailing address, tax ID number, billing history); and THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • Usage activity concerning your interactions with the Site, the App accessed on or through the Site or the App (e.g., how you accessed the Site, number of clicks on a page or feature, amount of time spent on the Site or a page or feature, networks, platforms, servers and features accessed through the Site and/or the App) 3. How Information Is Collected. RoliKall might collect personal and non -personal information from you when you visit, access, register with, subscribe to or use the Site and/or the App; when you register for, through or in relation to the Site and/or the App; when you "sign in," "log in," or the like to the Site and/or the App; when you allow the Site and/or the App to access, upload, download, import or export content found on or through, or to otherwise interact with, your computer or mobile device (or any other device you may use to visit, access or use the Site and/or the App) In addition, if you or a third party sends RoliKall a comment, message or other communication (such as, by way of example only, email, letter, fax, phone call, or voice message) about you or your activities on or through the Site and/or the App, then RoliKall may collect any personal or non -personal information provided therein or therewith. RoliKall might also use various tracking, data aggregation and/or data analysis technologies, including, for example, the following: • Cookies, which are small data files (e.g., text files) stored on the browser or device you use to view a website or message. They may help store user preferences and activity, and may allow a website to recognize a particular browser or device. There are several types of cookies, including, for example, browser cookies, session cookies, and persistent cookies. Cookies may record information you access on one page of a website to simplify subsequent interaction with that website, or to help streamline your transactions on related pages of that website. Most major browsers are set up so that they will initially accept cookies, but you might be able to adjust your browser's or device's preferences to issue you an alert when a cookie is downloaded, or to block, reject, disable, delete or manage the use of some or all cookies on your browser or device • Retargeting pixels, which are cookie -based technologies that might follow you across the web. • Web beacons, which are pieces of code embedded in a website or email to monitor your activity on the website or your opening of the email, and which can pass along information such as the IP address of the computer or device you use to view the website or open the email, the URL page on which the web beacon is located, the type of browser that was used to access the website, and previously set cookie values. Web beacons are sometimes used to collect advertising data, such as counting page views, promotion views or advertising responses. Disabling your computer's, device's or browser's cookies or other tracking technology features may prevent some web beacons from tracking or recording certain information about your activities. • Tokens, which are digital objects or pieces of code that enable the tracking of emails and other electronic communications, online activities and devices (such as, for example, tracking tokens, device tokens), or that authenticate the identity of individuals or devices authorized to access certain secured information (such as, for example, access tokens). Disabling your computer's, device's or browser's cookies or other tracking technology features may prevent some tokens from tracking certain information about your activities. • Scripts, which are pieces of code embedded in a website to define how the website behaves in response to certain key or click requests sent by the user. Scripts are sometimes used to collect information about the user's interactions with the website, such as the links the user clicks on. Scripts are often times temporarily downloaded to the user's computer or device from the website server, active only while the user is connected to the Site or the App, and deactivated or deleted when the user disconnects from the Site or the App. Please be advised that if you choose to block, reject, disable, delete or change the management settings for any or all of the aforementioned technologies, then certain areas of the Site and/or the App might not function properly. By visiting, accessing, registering with or using the Site and/or the App, you acknowledge and agree in each instance that you are giving RollKall permission to monitor or otherwise track your activities on the Site and/or the App, and that RoliKall may use the aforementioned technologies and/or other tracking, data aggregation and data analysis technologies. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. 4. Use of Information Collected. RoliKall may use the personal and/or non -personal information it collects from you through the Site and/or the App in a variety of ways, such as, for example, to: • Place, fulfill, process and/or track your requests • Process your incoming or outgoing payments, time entries and invoices • Facilitate your movement through the Site and/or the App • Facilitate and maintain your access and use of the Site, the App and/or their respective products and services • Facilitate and maintain your accounts and profiles with RoliKall • Provide customer service • Operate the Site, the App and their respective products and services • Send you communications like, for example, administrative emails, answers to your questions and updates about the Site and/or the App If provisioned to, monitor your activity while working a job through real-time mapping and geolocation tracking; • Allow you to communicate with other Site and/or App users through communication tools designed within, the Site, the App • Provide you with information about RoliKall, its parent, subsidiary or affiliated companies and/or their respective businesses, products and services by letter, email, text, telephone or other forms of communication • Provide you with customized content and services, including advertising and promotional information (e.g., targeted ads, retargeted ads), recommendations for content you might like, and cross-app or cross -site functionality across multiple third -party websites and mobile apps • Provide you with information about third -party businesses, products and/or services by letter, email, text, telephone or other forms of communication • Provide you with relevant personal and contact information for job applicants, hiring parties and opportunities • Improve the Site, the App and/or their respective content, features and services • Improve the products, services, marketing and/or promotional efforts of RoliKall and/or its parent, subsidiary or affiliated companies • Create new products, services, marketing and/or promotions for RoltKall and/or its parent, subsidiary or affiliated companies • Market the businesses, products and/or services of RoliKall and/or its parent, subsidiary or affiliated companies • Help personalize user experiences with the Site, the App and/or their respective products and services • Analyze traffic to and through the Site and/or the App • Analyze user behavior and activity on or through the Site and/or the App • Conduct research and measurement activities for purposes of product and service research and development, advertising claim substantiation, market research, and other activities related to RoliKall, its parent, subsidiary or affiliated companies, the Site, the App and/or their respective products and/or services • Monitor the activities of you and others on or through the Site and/or the App • Create device fingerprints and profiles about the possible relationships among different browsers and devices • Create consumer profiles, which may combine your personal or non -personal information from the Site or the App with your personal or non -personal information from another source or service • Protect or enforce RoltKall's and/or its parent, subsidiary or affiliated companies' respective rights and properties; and/or • Protect or enforce the rights and properties of others (which may include you), assuming that RoliKall believes it has an obligation to do so. RollKall reserves the right to use your personal and non -personal information when: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Required by applicable law, court order or other governmental authority (including, without limitation and by way of example only, in response to a subpoena or other legal process); and/or RoliKall believes in good faith that such use is otherwise necessary or advisable (including, without limitation and by way of example only, to investigate, prevent, or take legal action against someone who may be causing injury to, interfering with, or threatening the rights, obligations or properties of RoliKall, a user of the Site which may include you, a user of the App which may include you or anyone else who may be harmed by such activities or to further RoliKall's legitimate business interests). 5. Sharing of Information Collected. RoliKall will never sell or rent your personal information. RoliKall will only share your personal information as disclosed in this Privacy Policy. RoliKall reserves the right, but not the obligation, to share your personal information with the following: • RoliKall's employees, independent contractors, agents and administrators; • RoliKall's accountants, financial advisors and legal advisors; • RoliKall's parents, subsidiaries and affiliates; Service providers and other third parties who help RoliKall provide, manage, administer, maintain, monitor, distribute, operate or facilitate the Site or the App, who help RoliKall develop, market or provide its products and services, or who help further RoliKall's business efforts (e.g., web hosting companies, website administrators, mobile app distribution platforms, support services companies, data analysis companies, credit card or other payment processing companies, advertising partners), as needed in order for them to perform such services; Law enforcement or other governmental entities in response to what RoliKall believes to be an allegation or suspicion of illegal activity, a request relating to a civil or criminal investigation, an allegation or suspicion of illegal activity, a subpoena, a court order, or any other activity that may expose RoliKall to liability if it does not act or comply; Any third parties who RoliKall believes are necessary to help or allow RoliKall to protect and enforce its rights and properties, including, without limitation, to enforce its rights under RoliKall's Terms of Service or any other agreements RoliKall has with you, and to protect and enforce its intellectual property rights; and/or Any third parties who RoliKall believes are necessary to help or allow RoliKall to protect the rights and properties of other (which may include you), assuming that RoliKall believes it has an obligation to do so. If you are a job applicant or other user seeking work opportunities with prospective hiring parties or other users of the Site who are placing, promoting or looking to fill those work opportunities, then RoliKall also reserves the right, but not the obligation, to share your personal information with those users (including those job hiring parties, coordinators, job recruiters, and their respective employees, agents, administrators and representatives) Similarly, if you are a hiring party or other user placing, promoting or looking to fill work opportunities, then RollKall also reserves the right, but not the obligation, to share your personal information with those users (including their respective agents, coordinators, administrators, and representatives). RoliKall also reserves the right, but does not have the obligation, to share your personal information with: your current employer(s) for any reason that RollKall deems appropriate (including, without limitation, background checks); law enforcement or other governmental entities for any reason that RoliKall deems appropriate (including, without limitation, background checks); and any third parties in connection with or as a result of any potential or actual merger, acquisition or other event involving a change in ownership or control of RoliKall or RollKall's business (whether by sale of assets, merger, stock purchase or otherwise). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. RoliKall does not limit the ways in which it might use or share non -personal information - and RoliKall reserves the unencumbered right, but not the obligation, to use or share non -personal information - because non -personal information does not identify you. For example, RoliKall may freely share non -personal information with its parent, subsidiary and affiliated companies, its vendors, its suppliers, its representatives and its customers, as well as with other individuals, businesses and government entities. 6. Data Retention. RollKall may retain your personal information and non -personal information for as long as it believes necessary. RoliKall may dispose of or delete any such personal information or non -personal information at any time, except as set forth in any other agreement or document executed by both you and RollKall concerning the same or as required by law. 7. Transactions. In connection with any transaction that you conduct on, through or in relation to the Site or the App, you may be asked to supply certain information relevant to the transaction, including, without limitation, your bank account number, credit or debit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address. By submitting such information, you grant RoliKall without charge the irrevocable, unencumbered, universe -wide and perpetual right to provide such information to third parties (e.g., payment processing companies) for the purpose of facilitating the transaction. Credit card, debit card and other monetary transactions on or through the Site and/or the App may occur through an online payment processing application. This online payment processing application is provided by a third -party online payment processing vendor. RollKall may permit third -party online payment processing vendors to use their own tracking technologies (e.g., third -party cookies) in order to process monetary transactions on the Site and/or App. RollKall's relationship with that vendor, if any, is merely contractual in nature, and that vendor is in no way subject to RollKall's direction or control; thus, their relationship is not, and should not be construed as, one of fiduciaries, franchisors -franchisees, agents -principals, employers -employees, partners, joint venturers or the like. 8. Third Parties and Their Applications and Networks. The Site, the App and/or any communications sent through or as a function of the Site and/or the App might contain links to third -party websites, networks, platforms, servers and/or applications. Third -party websites, networks, platforms, servers and/or applications might also contain links to the Site and/or the App. In addition, you might have the opportunity to access the Site and/or the App using your online user accounts with certain third -party websites, networks, platforms, servers or applications, which might be subject to separate privacy policies pertaining to those third -party websites, networks, platforms, servers or applications. RoliKall might also collect information from those third -party websites, networks, platforms, servers or applications (such as, for example, your name, gender, date of birth and personal interests, when you "like" or click links provided by or through those third -party websites, networks, platforms, servers, or applications and other information available through your online account or page with those third -party websites, networks, platforms, servers or applications). To the fullest extent permitted by law, RollKall is not responsible for, and you hereby release RoliKall from any and all liability which may arise from, such third -party websites, networks, platforms, servers and applications (including, without limitation, the privacy policies and practices of such third -party websites, networks, platforms, servers and applications). It is your responsibility, and your responsibility alone, to carefully read, accept and comply with any and all relevant terms of use, waivers, and privacy policies associated with those third -party websites, networks, platforms, servers and applications. 9. Security. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. RollKall implements security measures to help protect the personal information it collects through the Site and the App. For example, RoliKall encrypts the transmission of information through the Site by using secure socket layer (SSL) technology. Regardless of the foregoing, please observe that "perfect" or "100%" security does not exist on the Internet. Therefore, your access and use of the Site and/or the App, and your opening of any communications sent through or as a function of the Site and/or the App, are done at your own risk. To help maintain the security of your personal information, RollKall asks that you please notify it immediately of any unauthorized visit, access or use of the Site and/or the App, or the loss or unauthorized use of your user access information for the Site and/or the App (e.g., username or password). 10. Retention, Review, and Change of Information Collected. You may request at any time that RollKall provide you with an opportunity to review and change your personal information collected through the Site or the App, if any, or to no longer use your personal information to provide you with any products or services. Please submit any such request ("Request Concerning Personal Information") to privacy(cr��rollkall.com, with a subject line of "Your Personal Information." For each Request Concerning Personal Information, please state "Your Personal Information" in the email or letter subject line, and clearly state the following in the body: • the nature of your request; • that the request is related to "Your Personal Information; • your name, street address, city, state, zip code and email address; and • whether you prefer to receive a response to your request by mail or email. RollKall is not responsible for any Request Concerning Personal Information that is incomplete, incorrectly labeled or incorrectly sent. You are solely responsible for the accuracy and content of your personal information, and for keeping your personal information current and correct. 11. Modifications of this Privacy Policy. This Privacy Policy may not be modified or amended unless you and RollKall approve any such modification or amendment in writing. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT D CERTIFICATE OF INSURANCE 25 A� J CERTIFICATE THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 06/12/2023 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 Threlkeld & Company Insurance 515 WSW Loop 323 Tyler TX 75701 CONTACT Nikki McKelvey NAME: PHONE o, Ext): (903) 581-0077 FAX No): (903) 306-0652 E-MAIL nmckelvey@threlkeld.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURERA: Allied World Surplus Lines Ins. Co. 24319 INSURED RolIKall Technologies, LLC. 600 Las Colinas Blvd Ste 900 Irving TX 75039 INSURER B : Mercury County Mutual Insurance Company 29394 INSURER C: TEXAS MUTUAL INSURANCE COMPANY 22945 INSURER D : Trisura Specialty Insurance Company 16188 INSURER E : Berkley Insurance Company 32603 INSURER F : Argonaut Ins. Co. 19801 COVERAGES CERTIFICATE NUMBER: 23/24 WC 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 5200-4107-00 /1_ *./C?9,4\1/2022 (�.� J 09/01/2023 EACH OCCURRENCE $(<9 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 100 000 $ MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY 1,000,000 $GEN'L AGGREGATE X LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OP AGG $ 3,000,000 Errors & Omissions $ 1,000,000 B AUTOMOBILE X LIABILITY ANY AUTO OWNED X �/ SCHEDULED AUTOS NON -OWNED AUTOS ONLY `� 10 BA42000002�7�1� w� 0 O�� n O 09/23/2022 09/23/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE v ` 1-1783-00 09/01/2022 09/01/2023 EACH OCCURRENCE 10,000,000 $ AGGREGATE $ 10,000,000 DED RETENTION $ $ O WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A 0002095119 06/13/2023 06/13/2024 X PER STATUTE OTH ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Cyber Liability ATB-6612495-02 09/01/2022 09/01/2023 Aggregate Deductible $1,000,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The general liability and automobile policies include a blanket automatic additional insured endorsement provision that provides additional insured status to the certificate holder only when there is a written contract between the insured and the certificate holder that requires such status. The general liability, automobile and workers compensation policies include a blanket automatic waiver of subrogation endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Procurement Department 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 7: 4.) 64.14AUL ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. AGENCY CUSTOMER ID: 00017443 LOC #: A RLI ADDITIONAL REMARKS SCHEDULE Page of AGENCY Threlkeld & Company Insurance NAMED INSURED RoliKall Technologies, LLC. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes The general liability policy is primary non-contributory when required by written contract or agreement. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. AGENCY CUSTOMER ID: 00017443 LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Threlkeld & Company Insurance NAMED INSURED RoliKall Technologies, LLC. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes Crime Coverage Carrier (E): Berkley Insurance Company Policy #: BCCR-45004935-20 Effective Date: 9/1/2022 to 9/1/2023 Employee Theft: $1,000,000 Forgery or Alteration: $1,000,000 Computer & Funds Transfer Fraud: $1,000,000 Money Orders and Counterfeit Money: $50,000 Corporation Deception Fraud: $50,000 Deductible: $10,000 Other States Workers' Compensation Carrier (F): Argonaut Ins. Co. Policy # B-WC-OS-17443 Effective Date: 06/13/2023 to 06/13/2024 E. L. Each Accident: $1,000,000 E. L. Disease - EA Employ: $1,000,000 E. L. Disease - Policy Limit: $1,000,000 ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. From: Ouevedo, Terry To: Carbonell, Aileen; Gomez Jr., Francisco (Frank) Cc: Aviles. Yesenia Subject: RE: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Date: Tuesday, June 13, 2023 10:24:51 AM Aileen The COI is adequate. Regards, // � GeGtedC City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue 0 Miami, Florida 33130 !'Q (305) 416-1641 Office �V (305) 416-1710 Fax _` TquevedoOmiamigov.com O�( 9 -Serac y, S ra�rccary, atird 714orrccry arv� n�V ?;// From: Carbonell, Aileen <ACarbonell@m amigov i cc\m> Sent: Tuesday, June 13, 2023 10:17 To: Gomez Jr., Francisco (Frank) < omez@mmiiiamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Importance: High Good morning, 4.4 • Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneWmiamigov.com THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Remit W9 to: PurchasingSupplierAdminsl@miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged an confidential information. It is intended only for the use of the person(s) named above. If you are not the inten ecipient, you are hereby notified that any review, dissemination, distribution, or duplication of this on is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: �ve Due to Florida's very broad public records law, most wfii't'n co regarding City business are public records, available tq the communication may be subject to public disclosure"✓ �, (/ CL Q4q ,cations to or from City of Miami employees and media upon request. Therefore, this e-mail City of Miami, Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Project Number 21-22-025 EXHIBIT E INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT 26 I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Company Employees Only - Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $3,000,000 $3,000,000 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $2,000,000 $2,000,000 Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. V. Umbrella Liability Each Occurrence Policy Aggregate $3,000,000 $3,000,000 City listed as additional insured. Coverage is excess over all applicable Liability policies contained herein The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 27 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT F COMPANY RESOLUTION AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) 28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. WRITTEN CONSENT OF THE SOLE MEMBER OF ROLLKALL TECHNOLOGIES, LLC July 12th, 2023 The undersigned, being the sole member (the "Sole Member") of RollKall Technologies, LLC, a Delaware limited liability company (the "Company"), signs this written consent to evidence its consent to the resolutions set forth below. WHEREAS, Chris White was appointed President of the Company on February 1st, 2023 and continues to serve in such capacity; WHEREAS, the Sole Member now wishes to document the authority of Chris White as President of the Company. NOW, THEREFORE, BE IT RESOLVED, that Chris White, in his capacity as President of the Company, shall have full power and authority to authorize and enter into any and all transactions and to execute and deliver any and all instruments, documents and agreements of every kind and nature on behalf of the Company, which he deems necessary or appropriate and in the best interests of the Company; and further RESOLVED, that any action heretofore taken and any instruments, documents and agreements heretofore executed by Chris White, in his capacity as President, on behalf of the Company, shall be, and the same hereby are, ratified, approved and confirmed; and further RESOLVED, that the foregoing shall remain in effect until such authorization is revoked by action of the Sole Member or until such time as Chris White no longer serves as President of the Company, whichever occurs sooner. Remainder of Page Intentionally Blank] THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. This Written Consent is effective as of the date first set forth above. THE STATE OF COLORADO § COUNTY OF ct.ct, SOLE MEMBER: ATHOS GROUP, LLC, a Texas limited liability company By: 2c_s Z(1,7 Name: hris White Title: Chief Executive Officer NANCY WANG NOTARY PUBLIC - STATE OF COLORADO NOTARY ID 20224047060 MY COMMISSION EXPIRES DEC 15, 2026 This instrument was acknowledged before me on the 111... clay of \�il1 , 2023, by the above -named person. Notary Public My Com ission Expires: 1tqt5 ?.(cuo WRITTEN CONSENT OF SOLE MEMBER OF ROLLKALL TECHNOLOGIES LLC THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. City of Miami, Florida Project Number 21-22-025 EXHIBIT G End User Agreement with Client 29 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Miami Police Department is dedicated to working with the community to provide outstanding police services that positively impact the quality of life of the citizens of Miami. We're excited to help our area individuals and businesses with by providing a police presence for heightened safety and security. Requesting an Officer is Easy Miami PD's off -duty program is managed by RollKall. Once your request has been received via the form on the right or by calling (855) 765-5525, RollKall will contact you within 15 minutes to confirm the job request. They will then coordinate with Miami PD to schedule an officer. City of Miami Police Department Rates & Fees ITHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Minimum Officer Rate City of Miami Adrnin Fee RoliKall Service Charge Credit Card Fee Workers' Compensation Insurance Permitted Jobs $4 .00 per hour $4.50 per hour .9% 2.99% .0% Non -Permitted Jobs $45.00 per hour $4.50 per hour .19% .99% .0% Fill out form to request an Officer First Name* Last Name* Email* Phone Number* Company name* Security Location Address City THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. State/Region Postal code F Type of Job Starting Date Start Time Ending Time Number of Officers Requested? Additional Comments 4 Submit General Requirements and Rates • You, the "Client," agree to the following terms and conditions in order to request an off -duty officer(s). • The Miami Police Department allows officers to provide certain off -duty services to the public. The Department does not require members to work and does not guarantee all or any requests will be filled. Services for off -duty requests are strictly voluntary. All requests should be made at least 48 hours prior to the event and are subject to approval. • All approved jobs have a four (4) hour minimum. If the event is canceled without a 24-hour notice or concludes before the four (4) hour period, payment will be made for the full four (4) hours. • Members who accept any special duty assignment may only act or perform within their designated scope and within the requested and approved description for the detail. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • Prepayment for each job is required unless explicit authorization is granted by the Miami Police Department for an alternative payment option. • All payments must be made through the RollKall Platform - no other forms of payment will be accepted. Job Assignments & Schedules • All job requests will be approved in accordance with Miami PD rules and regulations. After the job has been scheduled, you will be notified by a member of the RollKall team with the information regarding the job. • Off -duty employment is voluntary and is done on the officer's time off from the Department. Officers assigned to an off -duty event are subject to recall by the agency at any time. • A supervisor must be added if more than four (4)officers are requested or required for an assignment. Normally, a ratio of 4 officers to 1 supervisor will be maintained as members are added to the event, but staffing will be considered on a case -by -case basis. Permitted Jobs Assignments that require permits and approval from the City's Office of Film & Entertainment will be forwarded to MPD for scheduling and coordination using the Rollkall platform. Insurance Client is required to obtain and maintain the following insurance coverage(s) prior to the start of an off -duty job. Client must add the City of Miami as an additional insured and as a certificate holder to its commercial general liability, auto liability, and workers' compensation policies. All such certificates shall be provided to RollKall prior to the start of an off -duty job. If, in the City's sole judgment, prevailing conditions warrant the provision of additional liability insurance coverage or coverage of a different kind, the City's Risk Management Director reserves the right to require provision of an amount of coverage different from the amount previously required and shall afford notice of such change in requirements. Should Client fail or refuse to satisfy the insurance requirements hereunder, the off -duty job may be cancelled. Client understands and agrees that any liability regarding injury to property or person related to an off -duty job, including injuries to the off -duty officer(s), shall be borne solely by the Client and shall survive the termination of this agreement. I. Commercial General Liability • Limits of Liability: • Bodily Injury and Propert Damage Liability • Each Occurrence • General Aggregate Limit • Personal and Adv. Injury $1,000,000.00 $2,000,000.00 $1,000,000.00 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. • Products/Completed Operations $1,000,000.00 • Endorsements Required: • City of Miami listed as additional insured • Contingent & Contractual Liability • Premises and Operations Liability • Primary Insurance Clause Endorsement II. Business Automobile Liability • Limits of Liability: • Bodily Injury and Personal Property Damage Liability • Combined Single Limit • Owned/Scheduled Autos • Including Hired, Borrowed or Non -Owned Autos • Any one accident $1,000,000.00 • Endorsements Required: • City of Miami listed as additional insured III. Workers' Compensation • Limits of Liability: • Statutory State of Florida • Waiver of Subrogation • Company Employees Only • Employer's Liability: • $100,000.00 for bodily injury caused by an accident, each accident • $100,000.00 for bodily injury caused by disease, each employee • $500,000.00 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. All policies must be provided by companies authorized to do business in the State of Florida, with the following qualifications: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by the City's Risk Management Department prior to insurance approval. Client is responsible for assuring that the insurance certificates required under this agreement remain in full force and effect for the duration of this agreement, including any subsequent off -duty jobs. ROLLKALL AND CLIENT UNDERSTAND AND AGREE THAT WHILE OFFICERS ARE ENGAGED IN AN OFF -DUTY JOB THAT ALL LIABILITIES, DAMAGES, LOSSES, JUDGMENTS, AND COSTS, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES, TO THE EXTENT THAT THE SAME ARISE FROM THE PERFORMANCE OR NONPERFORMANCE OF THE OFFICER, INCLUDING INJURY TO THE OFFICER FOR PURPOSES ITHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. OF WORKERS' COMPENSATION UNLESS THE OFFICERS ARE ENGAGED IN INHERENT POLICE FUNCTIONS AT THE TIME OF THEIR INJURIES, AS PROVIDED BY FLORIDA LAW, SHALL BE MADE AGAINST THE CLIENT'S INSURANCE POLICIES. ROLLKALL UNDERSTANDS ALL CLIENTS MUST PRESENT AS A CONDITION PRECEDENT TO ASSIGNING ANY CITY OF MIAMI POLICE OFFICER TO ANY OFF DUTY JOB, PROOF OF VALID INSURANCE FOR ALL LIABILITIES, DAMAGES, LOSSES, JUDGMENTS, AND COSTS, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES, TO THE EXTENT THAT THE SAME ARISE FROM THE PERFORMANCE OR NONPERFORMANCE OF THE OFFICER, INCLUDING, BUT NOT LIMITED TO GENERAL LIABILITY AND WORKERS' COMPENSATION INSURANCE. A CLIENT'S FAILURE TO POSSESS VALID GENERAL LIABILITY AND/OR WORKERS' COMPENSATION INSURANCE SERVES AS GROUNDS FOR TERMINATION OF THIS AGREEMENT AT THE SOLE DISCRETION OF THE CITY OF MIAMI. Should the Client be unwilling or unable to provide the insurance coverage(s) required above, then Client may purchase such coverage from RollKall for 5% of the officer's rate. Such fee can only be waived if the requester of service can show proof of insurance. Indemnification Client shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, and/or employees (collectively "Indemnitees"), from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorney's fees, to the extent the same arise from the performance or nonperformance of this agreement by the Client, its agents, including, but not limited to, the off -duty officer acting within the scope of the off -duty job, and employees. Client shall further, hold the City, its officials and employees, indemnify, hold and save harmless for, and defend (at its own cost), the Indemnitees against any civil actions, administrative, regulatory, statutory, or similar claims, injuries, or damages arising or resulting from the off -duty job. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), the Client shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Nothing in this section is intended to act as a waiver of the City's sovereign immunity beyond the limitations set forth in Section 768.28, Florida Statutes, as amended. Cancellation Policy A 24 hour notice is required to cancel a job. If the request is canceled within 24-hours of the job, the requestor will be required to pay admin fees and a minimum four hour officer rate fee. Please call RollKall at (855) 765-5525 for cancellations or changes. DocuSign Envelope ID: E614BFOB-9B4A-43A5-A0BC-5F607B47400C THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. CITY OF MIAMI, FLORID., INTER -OFFICE MEMORANDUM TO : Arthur Noriega, V City Manager FROM: ,-uoeos!goed by: �egga,3z� o Manuel 'Morales Chief of Police DATE SUBJECT: July 12, 2023 FILE : Approval of finding to waive competitive sealed bidding procedures for RoliKall Technologies REFERENCES: ENCLOSURES: The City of Miami Police Department ("Police"), on behalf of the City of Miami ("City"), respectfully requests your approval and action of the Miami City Commission by a 4/5ths affirmative vote, after an advertised public hearing ratifying, approving, and confirming the Chief Procurement Officer's recommendation, and finding that competitive sealed bidding methods are not practicable or advantageous to the City of Miami ("City"), pursuant to Section 18-85(a) of the Code of the City of Miami; waiving the requirements for said procedures; for the provision of a no cost to the City, Police Extra -Duty Detail Scheduling and Management Services, from Rollkall Technologies, LLC, a Delaware Limited Liability Company, qualified to do business in the State of Florida whose principal address is 600 Las Colinas E Suite 900, Irvin, TX 75039, for Police, for a period of three (3) years, with an option to renew for one (1) additional two (2) year period. In 2019 at the recommendation of the Civilian Investigative Panel, Police assessed the organization's goals regarding extra duty services. In 2022 Police worked with RollKall on a solution for the scheduling, management and administration of extra duty services as a trial. RoliKall's solution has proved to be effective by streamlining billing and payments in a manner consistent with Police's policies, providing transparency and accountability for job distribution, payment practices, and data gathering. Thus, the approval of this Bid Waiver and the execution of a contract with RoliKall will ease previously voiced concerns of the Commission, Auditor General, and the community we serve. Based on the aforementioned information, and pursuant to Section 18-85, as amended, it is respectfully recommended that you, as the City Manager, waive competitive sealed bidding methods, via the written findings and reasons stated herein. Said waiver shall need to be ratified, confirmed, and approved by the City Commission, by a four -fifths (4/5ths) affirmative vote, during an advertised public hearing. ooeosgoea nr: pp pp QI4ri July 12, 2023 I 17:16:37 EDT Approved / Disapproved: RS,fFewzo„�°` DATE: Arthur Noriega, V, City Manager MAM:akb cc. Natasha Colebrook -Williams, Assistant City Manager Larry Spring, Assistant City Manager, Chief Financial Officer Annie Perez, Director of Procurement PR23xxx THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ;,..frf// 2�.brg J f y rjj'i of 1 r an official Swine of Florida Websile Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Limited Liability Company ROLLKALL TECHNOLOGIES, LLC Filing Information Document Number FEI/EIN Number Date Filed State Status Principal Address 600 Las Colinas E Suite 900 Irving, TX 75039 Changed: 04/20/2021 Mailing Address 600 Las Colinas E Suite 900 Irving, TX 75039 M20000001354 82-3442618 02/03/2020 DE ACTIVE Changed: 04/20/2021 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Authorized Person(s) Detail Name & Address Title Manager POCH, BENJAMIN 600 Las Colinas E Suite 900 Irving, TX 75039 Title Treasurer Schmitz, Michael 600 Las Colinas E Suite 900 Irving, TX 75039 Annual Reports Report Year 2021 2022 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. Filed Date 04/20/2021 04/06/2022 Document Images 04/06/2022 -- ANNUAL REPORT View image in PDF format 04/20/2021 -- ANNUAL REPORT View image in PDF format 02/03/2020 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations SUBSTITUTED City of Miami, Florida Project Number 21-22-025 PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida And CONTRACTOR This Professional Services Agreement ("Agreement") is entered into this day of , 202_ by and between the City of Miami, a municipal corporatio of the State of Florida, whose address is 444 S.W. 2— Avenue, 10°h Floor, Miami, Florida 331 .1 ("City"), and, Rollkall Technologies, LLC, a Delaware Limited Liability Company, qualified to .o business in the State of Florida whose principal address is 600 Las Colinas E Suite 900, Irving, TX 75039 ("Contractor"). RECITALS: WHEREAS, the City wishes to engage the Services of on actor, and Contractor wishes to perform the Services for the City, and(� WHEREAS, the City and the Contractor desire t. enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration o the mutual covenants and promises herein contained, Contractor and the City agree as f. flows: TERMS: 1. RECITALS AND INCORPOR IONS• DEFINITIONS: The recitals are true and .orrect and are hereby incorporated into and made a part of this Agreement. This Agreemen related to the use of Rollkall Platform (inclusive of scope and fees) is hereby incorporated in • and made a part of this Agreement and attached hereto as Exhibit "A". Contractor's Terms : onditions For Government Agencies is hereby incorporated into and made a part of this A ement and attached hereto as Exhibit "B". The Contractor's Privacy Policy is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "C". The Co' ractor's Certificate of insurance is hereby incorporated into and made a part of this Agr= -ment and attached hereto as Exhibit "D". The City's insurance requirements is hereby corporated into and made a part of this Agreement and attached hereto as Exhibit "E". The 1 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 Company Resolution is hereby incorporated into and made a part of this Agreement and attach hereto as Exhibit "F". The Contractor's End User Agreement with Client's is hereby incorpo ated into and made a part of this Agreement and attached hereto as Exhibit "G". The order of precedence whenever there is any conflicting or inconsistent language between do c ments is as follows in descending order of priority: (1) this Professional Services Agreement SA"), inclusive of any amendments which may be authorized by the City and executed by th- parties, if any, and (2) Exhibits A through G in that order. 2. TERM: This Agreement shall become effective on the date on the •rst page (the "Effective Date".), and shall be for the duration of five (5) years: initial term ofthroe (3) years, with an option to renew Ci ty one (1) additional two (2) year period. The City, actin. by and through its Manager, shall have the option to terminate this Agreement for cony- nience, that is, for no cause, or terminate for cause due to a default. 3. SCOPE OF SERVICES: A. Contractor agrees to provie the Services as specifically described, and under Exhibit "A", which by this reference is i►corporated into and made a part of this Agreement. B. Contractor represe s to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, re .istrations, and expertise required for the performance of the Services, including but no limited to full qualification todo business in Florida, (ii) it is not delinquent in the paymo t of any sums due the City, any City agency or instrumentality, including payment of accoun debts, permits, fees, occupational licenses, etc., nor in the performance of any obligations '.r payment of any monies to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the task It A n, assigned to each, (iv) the Services will be performed in the manner described in Exhibit d (v) each person executing this Agreement on behalf of Contractor has been duly a thorized to so execute the same and fully bind Contractor as a party to this Agreement. City of Miami, Florida C. SUBSTITUTED Project Number 21-22-025 Contractor shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. Contractor shall possess an maintain any required licenses, permits and certifications to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems •areless, incompetent, insubordinate, or otherwise objectionable and whose continued servicos under this Agreement is not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable to the Contractor will be withdrawn from payments collected on behalf of the City from Clients as furthe described in Exhibit "A.". Contractor may deduct as part of its compensation only those f-es that are consistent with the rates quoted in Exhibit "A". Contractor acknowledges and ag -es that these fees shall be its sole compensation related to this Agreement. Any compensation exceeding such rates shall not be authorized and will be deemed gratuitous work. B. Contractor shall deduct its compe sation from payments collected on behalf of the City prior to remitting the remainder to the Of cer and the City as described further in Exhibit "A." Upon request, Contractor shall provid sufficient supporting documentation within five (5) business days from said request nd contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices, should they be required, shall be sufficiently detailed • as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, nd other applicable laws. No advance or future payments shall be made at any time. C. Co tractor agrees and understands that (i) any and all subcontractors providing Services rela -d to this Agreement shall be paid through Contractor and not paid directly by the City, and ii) any and all liabilities regarding payment to or /use of subcontractors for any of the Servi es related to this Agreement shall be borne solely by Contractor. City of Miami, Florida D. SUBSTITUTED Project Number 21-22-025 Prices shall remain firm and fixed for the term of this Agreement, including any renewal or extension periods. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, data, document, repo t or any other material whatsoever which is given by the City to Contractor, its employ -es, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information data, document, report or material for any other purpose whatsoever without the written c. nsent of the City Manager, which may be withheld or conditioned by the City Manager in hi her sole discretion. Contractor is permitted to make and to maintain duplicate copies of t e files, records, documents, etc. if Contractor determines copies of such records are necess: ry subsequent to the termination of this Agreement; however, in no way shall the confide iality as permitted by applicable laws be breached. The City shall maintain and retain own -rship of any and all data and documents which result upon the completion of the work an. Services and prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTIO RIGHTS AND RECORDS RETENTION: A. Contractor ag es to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this Agre ment, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reaso able times, and for a period often (10) years following the date of final payment by the City to ontractor under this Agreement, audit and inspect, or cause to be audited and inspectedthose books, documents, papers, and records of Contractor which are soley related to Contr- tor's performance under this Agreement. Contractor agrees to maintain any and all such s, documents, papers, and records at its principal place of business for a period of ten (10) City of Miami, Florida SUBSTITUTED Project Number 21-22-025 years after final payment is made under this Agreement and all other pending matters are close Contractor's failure to adhere to, or refusal to comply with, this condition shall result i the immediate cancellation of/lthis Agreement by the City. The audit provisions set forth 1 •-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, rom time to time, are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, ins. -ct the Contractor's facilities and perform such tests, as the City deems(�reasonably necessar , to determine whether the goods or services(�required to be provided by Contractor under thi. Agreement conform to the terms hereof. Contractor shall make available to the City all reas.nable facilities and assistance to facilitate the performance of tests or inspections by provisions set forth 18-101 of the Code of the City of Mia lia representatives. The inspection lorida as same may be amended or supplemented, from time to time, are applicable to thi- Fgreement. All audits, tests and inspections shall be subjectt nd made in accordance with, the provisions of Sections 18-100, 18-101, and 18-102 of th-. ode of the City of Miami, Florida, which apply to this Agreement, as same may be amendeor supplemented, from time to time. 7. AWARD OF AGREEMENT: Contractor represents and arrants to the City that it has not employed or retained any person or company employed .y the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agr-ed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind c.ntingent upon or in connection with, the award of this Agreement. 8. PUBLIC RE" ORDS: A. ontractor understands that the public shall have access, at all reasonable times, to all docu - ents and information pertaining to City Agreements, subject to the provisions of Chapter 19, Florida Statutes, and agrees to allow access by the City and the public to all doc ents subject to disclosure under applicable laws. Contractor's failure or refusal to comply City of Miami, Florida SUBSTITUTED Project Number 21-22-025 with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida S :tutes, including without limitation: (1) keep and maintain public records that ordinarily and ecessarily would be required by the City to perform this service; (2) if required, provide the pub is with access to public records on the same terms and conditions as the City would at th cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law, (3) ensure t at public records that are exempt or confidential and exempt from disclosure are not discloseexcept as authorized by law, (4) meet all requirements for retaining public records and tran.fer, at no cost, to the City all public records in its possession upon termination of this Agre= ment and destroy any duplicate public records that are exempt or confidential and exempt fr.m disclosure requirements; and, (5) provide all electronically stored public records that m Est be provided to the City in a format compatible with the City's information technolog systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any publ records that make up part of its work product solely as required for archival purposes, as 'equired by law, or to evidence compliance with the terms of this Agreement. C. SHOULD CONTRAC •R DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLP'IDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND 'T NO COST TO THE CITY. IF THE CONTRACTOR HAS QUESTIONS REGARD! THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTO DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CO ACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT P : LICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE 0 THE CITY ATTORNEY, 444 SW 2"1D AVENUE, 9T" FLOOR, MIAMI, FL 33130. THE CONS - TANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DE ARTMENT WHO IS ADMINISTERING THIS CONTRACT. City of Miami, Florida SUBSTITUTED Project Number 21-22-025 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to cert. in laws and regulations, including laws pertaining to(� public records, conflict of interest, -thics, funding, lobbying, record keeping, etc. the City and Contractor agree to comply with a d observe all such applicable federal, state and local laws, rules, regulations, codes and ordin: nces, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreeme s with subcontractors for any Services related to this Agreement this provision requiring sub ontractors to comply with and observe all applicable federal, state, and local laws rules, regu ations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Contractor shall indemnify, hold and save Ina less, and defend (at its own cost and expense), the City, its officers, agents, directo departments, and/or employees, from all liabilities, damages, losses, judgements, an.. costs, including, but not limited to, reasonable attorneys fees, to the extent caused by •erformance of this Agreement by the Contractor, the Contractor's compliance and/or nonco pliance with the provisions of this Agreement, and all laws and regulations pertaining to the Contractor's services which are applicable to the Contractor, the negligence, recklessness, ne.ligent act or omission, or intentional wrongful misconduct(nof Contractor and persons e ' ployed City, utilized by Contractor in the performance of this Contract. Contractor shall furth or, hold the its officials and employees, indemnify, save and hold harmless for, and efend (at its own cost), the City its officials and/or employees against any civil actions, admi strative, regulatory, statutory or similar claims, injuries or damages arising or resulting f •m the Services. In the event that any action, cause of action, claim, demand or proce-.ing (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), tho ontractor shall, upon written notice from the City, resist and defend such action or proceeding Ci ty counsel reasonably satisfactory to the Attorney. The Contractor expressly understands 7 City of Miami, liami, Florida SUBSTITUTED Project Number 21-22-025 and agrees that any insurance protection required by this Contract or otherwise provided by th Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmles and defend the City or its officers, employees, agents, and instrumentalities as herein provid -d. The indemnification provided above shall obligate the Contractor to defend at its own expense, to and through trial, mediation, arbitration, administrative, regula ory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at t e Citys option, any and all claims of liability and all suits and actions of every name and de-.cription which may be brought against the City, whether performed by the Contractor, or pe sons or entities employed or utilized by Contractor. These duties will survive the cancellation or expiratio of this Agreement. This Section will be interpreted under the laws of the State of Flor da, including without limitation and interpretation, which conforms to the limitations of •ections and�or 725.08, Florida 725.06 Statutes, as they may be applicable, and as they my be amended. Contractor shall require all sub-contrac .r agreements toinclude a provision that each sub -contractor will indemnify, (hold harmle .s and defend the City in substantially the same language as this Section. The Contract agrees and recognizes that the City shall not be held liable or responsible forany claim which may result from any actions or omissions of the Contractor in which the City parti.ipated either through review or concurrence(�of the Contractors actions. In reviewing, approv g or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or sub -con actor under this Contract. Ten dollar- ($1O) of the payments made by the City constitute separate, distinct, and independent c•.nsideration for the granting of this indemnification, the receipt and sufficiency of which is vo untarily and knowingly acknowledged by the Contractor. City of Miami, Florida 11. DEFAULT: SUBSTITUTED Project Number 21-22-025 If Contractor fails to comply materially with any term or condition of this Agreement, or fai to perform in any material way any of its obligations hereunder, and fails to cure such failuro after reasonable notice from the City, setting forth the thirty (30) time period to cure, then ontra ctor shall be in default. Contractor understands and agrees that termination of this Agr= ement under this section shall not release Contractor from any obligation accruing prior to th= effective date of termination. Should Contractor be unable or unwilling to commence to perfor the Services within the time provided or contemplated herein, then, in addition to the fore..ing, Contractor shall be liable to the City for all expenses incurred by the City in prepar . tion and negotiation of this Agreement, as well as all costs and expenses incurred by the 'ity in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that al disputes between Contractor and the City basede�upon an alleged violation of the terms of h is Agreement by the City shall be submitted to Ci ty ity Manager for his/her resolution, prio- to Contractor being entitled to seek judicial relief in connection therewith. In the event that t e amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cen _ ($25,000), the City Manager's decision shall be approved or disapproved by the City Co mission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first receive • City Manager's written decision, approved by the City Commission if the amount of compenation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a p -riod of sixty (60) days has expired, after submitting to the City Manager a detailed stateme t of the dispute, accompanied by all supporting documentation (one hundred twenty (120) lays if City Manager's decision is subject to the City Commission approval); or (iii) the City as waived compliance with the procedure set forth in this section by written instruments, sign by the City Manager. in no event may the amount of compensation under this Section ceed the total compensation set forth in Section 4 (A) of this Agreement. City of Miami, Florida SUBSTITUTED Project Number 21-22-025 13. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terrain this Agreement, in its sole discretion, for convenience, and without penalty or any stated at any time, by giving written notice to Contractor at least thirty (30) calendar days ause, for to the effective date of such termination. In such event, the City shall pay to Contractor ompensation vices rendered and approved expenses incurred prior to the effective d to of termination. In no event shall the City be liable to Contractor for any additional compe sation and expenses incurred, other than that provided herein, and in no event shall t. e City be liable for any consequential or incidental damages. The Contractor shall have recourse or remedy against the City for a termination under this subsection except for paym-. nt of fees due prior to the effective date of termination. B. The City, by and acting through its it anager, shall have the right to terminate this Agreement, in its sole discretion, and without .enalty, upon the occurrence of an event of a material breach hereunder, and failure to cure e same within thirty (30) days after written notice of default. In such event, the City shall n.t be obligated to pay any amounts to Contractor for Services rendered by Contractor aft the date of termination, but the parties shall remain responsible for any payments th-t have become due and owing as of the effective date of termination. In no event shal the City or Contractor be liable to the other for any additional compensation and expens-s incurred, other than that provided herein, and in no event shall the City or Contractor be I : ble for any direct, indirect, consequential or incidental damages. 14. INSURAN A. ontractor shall, at all times during the term hereof, maintain such insurance coverage(-. as may be required by the City. The insurance coverage(s) required as of the Effecti e Date of this Agreement are attached hereto as Exhibit "E" and incorporated herein by thi : reference. The City's agreement and title number must appear on each certificate of insurance. The Contractor shall add the City of Miami as an additional insured to its commercial 10 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Director of Ri Management. All such insurance, including renewals, shall be subject to the approval of th -. City for adequacy of protection and evidence of such coverage(s) and shall be furnished t.. the City Risk Management Director on Certificates of Insurance indicating such insurance -o be in force and effect and any cancelled or non -renewed policy(liwill be replaced with no co erage gap and a current Certificate of Insurance will be provided. Completed Certificates of i urance shall be filed with the City prior to the performance of Services hereunder, provided, owever, that Contractor shall at any time upon request file duplicate copies of the Certificate of insurance with the City. B. If, in the judgment of the City, prevailing conitions warrant the provision by Contractor of additional liability insurance coverage or cover. ge which is (different in kind, the City Risk Management Director reserves the right to require he provision by Contractor of an amount of coverage different from the amounts or kind prey ously required and shall afford written notice of such change in requirements(�thirty (30) days prior to the date on which the requirements shall take effect. Should the Contractor fail or r use to satisfy the requirement of changed coverage within thirty (30) days following the C 's written notice, this Agreement shall be considered terminated on the date that the req fired change in policy coverage would otherwise take effect. C. Contractor under tands and agrees that any and all liabilities regarding the use of any of Contractor's employ s or any of Contractor's sub -contractors for Services related to this Agreement shall be bo ne solely by Contractor throughout the/�term of this Agreement and that this provision shall urvive the termination of this /Agreement. Contractor further understands and agrees that in urance for each employee of Contractor and each sub -contractor providing Services r-. ated to this Agreement shall be maintained in good standing and approved by the City's ' ector of Risk Management throughout the duration of this Agreement. Contractor shall be responsible for assuring that the insurance certificates required nder this Agreement remain in full force and effect for the duration of this Agreement, including 11 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new renewed insurance certificates to 's Director of Risk Management as soon as coverag-- are bound with the insurers. In the event that expired certificates are not replaced, wi new or renewed certificates which cover the term of this Agreement and any extension the eof. (,) the City shall suspend this Agreement until such time as the ew or renewed certificate(s) are received in acceptable form by 's Director of Risk (ii) nagement; or the City may, at its sole discretion, terminate this Agree ent for cause and seek re -procurement damages from Contractor in conjunction w h the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements -hall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION E WITH DISABILITIES ACT: UAL EMPLOY NT OPPORTUNITY AND AMERICANS Contractor shall not unlawfully discurinate against any person in its operations and activities or in its use or expenditure of unds in fulfilling its obligations under this Agreement. Contractor shall affirmatively com y with all applicable provisions of the Americans with Disabilities Act (ADA) in the coure of providing any services funded by the City, including Titles and II of the ADA (regardi. g nondiscrimination on the basis of disability), and all applicable regulations, guidelines, nd standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimina ion in employment against disabled persons. Contrac .r affirms that it shall not discriminate as to race, age, religion, color, gender, gender ide ity, sexual orientation, national origin, marital status, physical or mental disability, political ffiliation, or any other factor which cannot be lawfully used in connection with its perf rmance under the contract. Furthermore, Contractor affirms that no otherwise qualified 12 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or ny other factor which cannot be lawfully used, be excluded from the participation in, be :enied benefits of, or be subjected to, discrimination under any program or activity. In conn ction with the conduct of its business, including performance of services and employmen of personnel, Contractor shall not discriminate against any person on the basis of race, a e, religion, color, gender, gender identity, sexual orientation, national origin, marital statu physical or mental disability, political affiliation, or any other factor which cannot be lawful! used. All persons having appropriate qualifications shall be afforded equal opportunity for e ployment. 16. ASSIGNMENT: The Contractor's services are considered unique . nd specialized. This Agreement shall not be assigned, sold, transferred, pledged, or otherw se conveyed by Contractor, in whole or in part, and Contractor shall not assign any part of its operations which are related to the performance of this Agreement, without the pri.r written consent of the City Manager, which may be withheld or conditioned, in the City's so discretion through the City Manager. 17. NOTICES: All notices or other com i unications required under this Agreement shall be in writing and shall be given by hand -deli ery or by registered or certified U.S. Mail, return receipt requested, addressed to the other arty at the address indicated herein or to such other address as a party may designate by n.,tice given as herein provided. Notice shall be deemed given on the day on which personal! delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whic ever is earlier. City of Miami, Florida SUBSTITUTED Project Number 21-22-025 TO CONTRACTOR: Rollkall Technologies, LLC 600 Las Colinas Blvd. E. Suite 900 Irvin, TX 75039 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be constr ue in any proceedings betw Each party shall bear its own attorney by motion, memorandum, or pie inconvenient venue. Moreove aforementioned courts and i knowingly irrevocably w TO THE CITY: Arthur Noriega V City Manager 444 SW 2"d Avenue, 10`" Floor Miami, FL 33130-1910 Annie Perez, CPPO Directs of Procurement/Chief Procu ement Officer 444 SW 2"d Avenue, 6`^ loor Miami, FL 33130-191 City Attorney 444 SW 2"d A -nue, 9`" Floor Miami, FL 3 30-1910 Manuel ' Morales Chief o Police 400 2nd Avenue Mia i, FL 33128 ed and enforced according to the laws of the State n the parties shall be in Miami -Dade County, Florida. fees. Each party waives any defense, whether asserted ing, that the aforementioned courts are an improper or the parties consent to the personal jurisdiction of the evocably waive any objections to said jurisdiction. The parties freely, ve any rights to a jury trial in any actions or proceedings between them related to this Agree ent. B. any subsequ waiver or breach of any provision of this Agreement shall constitute a waiver of t breach of the same or any other provision hereof, and no waiver shall be effective unless m..e in writing. Should any provision, paragraph, sentence, word or phrase contained in this eement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise 14 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in ord-r to conform with such laws, or if not modifiable, then the same shall be deemed severable in either event, the remaining terms and provisions of this Agreement shall remain modified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules and . egulations in the performance of this Agreement, including but not limited to licens , registration, and certifications required by law for professional service Contractors perf.. ming these services. E. This Agreement constitutes the sole and entire A. eement between the parties hereto. No modification or amendment hereto shall be valid nless in writing and executed by properly authorized representativesr/of the parties hereto. cept as otherwise set forth in Section 2 above, the City Manager tanager shall have the sole au ority to extend, amend, or modify this Agreement on behalf of the City. All changes an'. or modifications to this Agreement shall be approved in advance and in writing by the correctness, and executed in writing by th F. ffice of the City Attorney as to legal form and ity and the Contractor. Title and paragraph he dings are for convenient reference and are not a part of this Agreement. G. Nothing contai -d in this Agreement is any way intended to be a waiver of the limitation placed upon th- ndemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Inde r nitees do not waive sovereign immunity, and no claim or award against the Indemnitees s•all include attorney's fees, investigative costs, pre -suit or adjusting costs, or prejudgment i terest. If any term or provision of this Agreement, or combination of the same, is in violati.n of any applicable law or regulation, or is unenforceable or void for any reason, such term, prr. vision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, 15 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of this Agreement shall remain binding upon the parties. This Subsection shall apply if there is a material breach of this Agreement causing cancelation or cancellat.n for convenience. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirsexecutors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to pro de Services to the City as an independent contractor, and not as an agent or employee the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired .y Contractor to provide any Services under this Agreement shall attain, nor be entitled to, an rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are . of available to Contractor, its employees, or any subcontractor hired by Contractor to prvide any Services hereunder, and Contractor agrees to provide or to require subcontractor - to provide, as applicable, workers' compensation insurance for any employee or agent of ontractor rendering Services to the City under this Agreement. Contractor further understa • s and agrees that Contractor's or subcontractors' use or entry upon City properties shall no in any way change its or their status as an independent contractor. 21. CONTINGE►,CY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to I. ck of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in app cable laws or regulations, upon thirty (30) days written notice. 16 City of Miami, Florida SUBSTITUTED 22. FORCE MAJEURE: Project Number 21-22-025 A "Force Majeure Event" shall mean an act of God, act of governmental body or milita authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disa ers, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, bloc ade, or embargo. In the event that either party is delayed in the performance of any act .r obligation pursuant to or required by this Agreement by reason of a Force Majeure E ent, the time for required completion of such act or obligation shall be extended by the n . mber of days equal to the total number of days, if any, that such party is actually delayeby such Force Majeure Event. The party seeking delay in performance shall give notice o the other party specifying the anticipated duration of the delay, and if such delay s .II extend beyond the duration specified in such notice, additional notice shall be repea-ed no less than monthly so long as such delay due to a Force Majeure Event continues. 4 ny party seeking delay in performance due to a Force Majeure Event shall use its best orts to rectify any condition causing such delay and shall cooperate with the other part - to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAY Contractor hereby understand and agrees that in no event shall the City be liable for, or responsible to Contractor or a subcontractor, or to any other person, firm, or entity for or on account of, any stoppag-s or delay(s) work herein provided for, or any damages whatsoever related there ., because of any injunction or other legal or equitable proceedings or on account of any . elay(s) for any cause over which the City has no control. 24. USE OF ME: Contrtor understands and agrees that the City is not engaged in research for advertisin _, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor agrees to protect any confidential 17 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to the City of Miami Code Section 2-611, as amended (" Code"), arding conflicts of interest, Contractor hereby certifies to the City that no individual member of ontractor, no employee, and no subcontractor under this Agreement nor any immediate fa ily member of any of the same is also city employee or a member of any board, commissi. , or agency of the City. Contractor hereby represents and warrants to the City that thro ghout the term of this Agreement, Contractor, its employees, and its subcontractors will abe by this prohibition of the City Code. Contractor additionally agrees during the term of this 4greement not to serve as a paid expert witness, affiant or otherwise furnish evidence advera to the City in a Claim brought against the City by any third party. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under th s Agreement. 27. SURVIVAL: All obligations (including b t not limited to indemnity and obligations to defend and hold harmless) and rights of any p rty arising during or attributable to the period prior to expiration or earlier termination of this 4 greement shall survive such expiration or earlier termination. 28. TRUTH -IN -NE OTIATION CERTIFICATION REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's e-cution of this Agreement, and so long as this Agreement shall remain in full force and effect, he wage rates and other factual unit costs supporting the compensation to Contractor under his Agreement are and will continue to be accurate, complete, and current. Contractor nerstands, agrees and acknowledges that the City shall adjust the amount of the compensation 18 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 and any additions thereto to exclude any significant sums by which the City determines t contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be ma: a within one (1) year of the end of this Agreement, whether naturally expiring or earlier termina ed pursuant to the provisions hereof. 29. COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may be executed in three (3) or more counterparts, each .f which shall constitute an original, but all of which, when taken together, shall constitute ono and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimil-. or electronic scanned copy of this Agreement shall have the same force and effect as a original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreem -nt upon request. 30. ENTIRE AGREEMENT: This instrument and its -xhibits constitute the sole and only agreement of the parties relating to the subject matte hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set fort in this Agreement are of no force or effect. 19 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 INWITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Contractor" ATTEST: ROLLKALL TECHNOLOGIES L Print Name: Title: (Corporate Seal) ATTEST: By: By: Print Name: Title: (Authorized Corpo ate Officer) "City" By: CITY OF M corporat MI, a municipal Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez City Attorney 20 Ann -Marie Sharpe City of Miami, Florida SUBSTITUTED COMPANY RESOLUTION Project Number 21-22-025 (This Resolution needs to authorize the signatory to sign) WHEREAS, a company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami f. the purpose of performing the work described in the contract to which this resolution is atta hed, and WHEREAS, the (board type; Bo. rd of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE identified above) that this company is authorized to ent considered the matter in ARDof (same as into the Agreement with the City, and the (company officer title) an. the (company officer title) are hereby authorized and directed o execute the Agreement in the name of this Company and to execute any other documeit and perform any acts in connection therewith as may be required to accomplish its purpos IN WITNESS WHEREOF, this day of , 202_. ("Contractor") An (State) Company By: (sign) Print Name: TITLE: Print Name: 21 sign) City of Miami, Florida SUBSTITUTED Project Number 21-22-025 EXHIBIT A AGREEMENT RELATED TO THE USE OF ROLLKALL PLATFORM (INCLUSIVE OF SC AND FEES) 22 SUBSTITUTED EXHIBIT A SPECIFICATIONS/SCOPE OF WORK The City of Miami's ("City") Police Department ("MPD") wishes to engage Rollkall Technologi: LLC ("Rollkall") to manage and administer its Extra -Duty Detail program ("Extra -Duty Program"). Roll 1 will be responsible for the intake of all customer requests and will fully manage all temporary and permanet extra duty assignments utilizing their dedicated bilingual staff, duties will include, but are not limited to, secung extra -duty assignments, billing, collections, and scheduling for the Extra -Duty Program participants. duties will be processed via a software that Rollkall will furnish which will allow MPD to access informatio- and other records (the "Rollkall platform"). Assignments that require permits and approval from the City' Office of Film & Entertainment, (which coordinates with Police and other relevant departments prior to a..roving permits) (such assignments, "Permitted Assignments" and all other assignments, "Non -Permitted - ssignments")) shall be forwarded to MPD for coordination using the Rollkall platform with the same level .f audit and accountability as the fully managed assignments. Otherwise. Rollkall shall be entirely and wholly esponsi ble for the operation, supervision, direction, and management. MPD will no longer have or share in s ch duties, which will be solely of the Rollkall. This excludes, nevertheless, the ability to modify, amend, or alt r the formally issued written City regulations, Administrative Policy Memos (-APMS"), and departmental dir-ctives for the Extra -Duty Program which may only be modified with prior written approval of the City M eger and/or MPD Chief es they are matters of City policy. Rollkall expressly agrees to guarantee the timely transfer, as f rther described below, of all cleared client payments (by direct deposit, certified or cashier's check) tot - certifiedc law enforcement officersparticipating in the Extra -Duty Program pursuant to the terms of the City's P ofessional Services Agreement ("PSA"), inclusive of all payments pending or due at the time of expiration . cancellation of this PSA and for ninety (90) days thereafter. In the same manner, Rollkall expressly guaran -es to work with the City to facilitate the collection of all payments from all third -party users. Rollkall, at a minimum, shall provide the follow! 1. Administer the Extra -Duty Program in a manner consistent with established MPD policies and procedures, 2. Contact Police Net Commander to determine number of officers or other rules that need to be implemented prior to confirm in job 3. Provide a cloud -based applic.tion with Administrator, Officer, and Client portals, with the capability to manage service requests and disburse opportunities to MPD officers in a manner that is fair and in accordance with MPD sc' eduling procedures ("System"); 4. Begin administration o' the Extra -Duty Program and meet system requirements within four (4) months of the effective date -.f the PSA; 5. Facilitate the integ ation of its System with the Telestaff elestaff payroll system currently in use by MPD, and any replacement •ayroll system used by MPD during the duration of the contract to include all renewals and extension 6. Provide the PD with weekly, monthly, annual and on -demand reports detailing the number of extra - duty hour worked, type of job and amount earned per hour and in the aggregate for each officer during each re..rting period, 7. Sol ici feedback from vendors and provide this information to MPD in a timely manner; 8. Unl-ss otherwise approved by MPD, ensure that full payment is received in advance from clients for a proved extra -duty jobs, nsure that officers are paid via direct deposit, ideally within twenty-four (24) hours, but no more than four (4) business days, following the clearance of the client's payment for the applicable job; 10. Provide year-end earnings summaries and 1099 documents to officers who have worked extra -duty assignments when applicable, and 11. Maintain/upgrade the System as needed to ensure functionality throughout the term of the resultant contract and any/all extensions. SUBSTITUTED The Rollkall platform, et a minimum, shall provide the following. 1 Have email and text capabilities to send relevant information for the extra -duty job to the officer(s) who are hired, 2. Sort, rank and automatically select applicants based on department rules or preferences with the abi to manually intervene in the selection of applicants at any time; 3. Implement a system to ensure rotation of officer assignments to prevent any individual office from repeatedly working for the same client; 4. Integrate with MPD payroll system to keep track of all officers on -duty schedules; 5. Provide access to application programming interface ("API") to enable additional cus .m reporting and peripheral application integration as necessary, 6. Allow the creation of custom categories for Jobs; 7. Employ a validation process to ensure Jobs meet MPD requirements; 8. Distinguish between special event temporary job/permanent/ status; 9. Provide one billing portal to receive payments from companies/vendors/perso s requesting extra -duty police services; 10. Automatically notify applicants and assigned officers of job changes or c ncellations; 11. Facilitate two-way messaging between administrator(s) and officer(s)/ ient(s); 12. Automatically prepare client invoices based on officer -submitted tim 13. Generate reports for tracking of individual officers' hours worked . d fees collected; y Allow for rules to be set to ensure that officers do not exceed t e weekly extra -duty time jobs limits 14. 15. 16. 17. 18. 19. 20. 21. 22. per MPD policies; Ensure that extra -duty assignments do not conflict with offi ers regular work schedules, Apply different rates for extra -time work based upon facto s such as the nature of the job, hours, officer rank/certifications; Facilitate digital payments (ACH & Credit Card) be een clients and officers in a single transaction within the application; Facilitate digital payments (ACH) of administra Allow for multiple hires removals at the same Generate a staffing roster for each Job; and Such other related or ancillary duties as Require clients to agree to certain terms to posting Jobs. Rol l Kali will require c by the City, such insurance covera of requisite insurance coverage(s start of jobs, or elect to purchas (es set forth below). The Ci e surcharges to the City, me' y be assigned by the MPD Chief. nd conditions, attached and incorporated as Exhibit G, prior ents to maintain such insurance coverage(s) as may be required (s) being specified therein, and requre clients to show evidence including, but not limited to Workers Compensation, prior to the same, at the client's expense, from RoliKall as an additional service y of Miami shall be added as an additional insured and named as a certificate holder on all pa l- ces. FEES AND ADDITIONA ERMS: City acknowledges and a_rees that the aggregate fees payable to officers, the City or MPD by clients ("RK Payments") in conne'tion with officer assignments hereunder ("Jobs") include: (i) for Permitted Assignments, a ser Payments, (ii) for aggregate total applicable sa ce fee to Rollkall in an amount equal to 5.89% of the aggregate total of such RK on -Permitted Assignments, a service fee to Rol Ikall in an amount equal to 8.19% of the f such RK Payments, (iii) if Client pays via credit card, a 2.99% processing fee, and (iv) s, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any fed al, state, or local governmental or regulatory authority on any amounts payable hereunder. This fee is in• usive of. 1099 Aggregation and reporting for officers and businesses Payment processing to the Officers Officers and/or clients may agree individually to purchase additional services through the Roll Kall platform at their own expense. These services may include, but will not be limited to: SUBSTITUTED • Expedited payment for services • Insurance • Banking & Treasury Services • Workers Compensation Should clients opt to purchase insurance coverage through Roll kall, then Roll kall shall agre to assume the position of the client with respect to the client's obligation to indemnify, hold and save armless, and defend the City from all claims, liabilities, damages, losses, judgments, and costs, includin , but not limited to, reasonable attorney's fees, to the extent that the same arise from the performance or onperfotmance of the applicable job by the client, its agents, including, but not limited to, the off -duty officer acting within the scope of the off -duty job, and employees. Rollkall shall obtain and maintain t as provided in Section 14 of this Agreement. insurance coverage(s) ROLLKALLANDCLIENT UNDERSTAND AND AGREE THAT WHILE OFFICERSARE ENGAGED IN AN OFF -DUTY JOB THAT ALL LIABILITIES, DAMAGES, dSSES, JUDGMENTS, AND COSTS, INCLUDING BUT NOT LIMITED TO, REASONABLE TTORNEY'S FEES, TO THE EXTENT THAT THE SAME ARISE FROM THE PERFORMANE OR NONPERFORMANCE OF THE OFFICER, INCLUDING INJURY TO THE OFFICER OR PURPOSES OF WORKERS' COMPENSATION UNLESS THE OFFICERS ARE ENGAGED IN INHERENT POLICE FUNCTIONS AT THE TIME OF THEIR INJURIES, AS PROVIDED : FLORIDA LAW, SHALL BE MADE AGAINST THE CLIENT'S INSURANCE POLICIES. ROLLKALL UNDERSTANDS ALL CLIENTS MUST ASSIGNING ANY CITY OF MIAMI POLICE OFFI INSURANCE FOR ALL LIABILITIES, DA INCLUDING BUT NOT LIMITED TO, REA THAT THE SAME ARISE FROM THE P OFFICER, INCLUDING, BUT NOT LI COMPENSATION INSURANCE. A LIABILITY AND/OR WORKERS' C TERMINATION OF THIS AGREE In connection with City's and MP ESENT AS A CONDITION PRECEDENT TO R TO ANY OFF DUTY JOB, PROOF OF VALI D GES, LOSSES, JUDGMENTS, AND COSTS, NABLE ATTORNEY'S FEES, TO THE EXTENT RFORMANCE OR NONPERFORMANCE OF THE ITED TO GENERAL LIABILITY AND WORKERS' LIENT'S FAILURE TO POSSESS VALID GENERAL PENSATION INSURANCE SERVES AS GROUNDS FOR NT AT THE SOLE DISCRETION OF THE CITY OF MIAMI. 's use of and access to the RoliKall Platform, the City acknowledges that the City and/or MPD will be equired to provide to Roll Kall sensitive information related to the identity, residence, compensation another personally identifiable information of extra -duty officers that are authorized by the City t. provide services in connection with the Extra -Duty Program (any such information, the "Inf.- ation" and any such officers, the "Authorized Officers"). Department further acknowledges that the (collectively, "Auth nformation may be accessible by Authorized Officers, clients, the City, and MPD rized Users"). The City and RollKall agree, subject to the requirements of Chapter 119, Florida Statu--s, as amended, or other applicable law governing disclosure of public records. (i) to use the Information . my in connection with the Extra -Duty Program, (ii) not to disclose the Information to any other persons entity and (iii) to use commercially reasonable efforts to maintain the confidentiality of the Informatio . The City shall be responsible for maintaining the current status of Authorized Officers on the RollKall . latform and shall restrict access to the Roll Kall platform solely to its active Authorized Users. The ity acknowledges and agrees that. (i) the Roll Kall platform only enables connections between horized Users for the fulfillment of Jobs, (ii) Roll Kall is not responsible for the performance of uthori zed Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Jobs, Authorized Officers, clients, nor of the integrity, responsibility, qualifications SUBSTITUTED or any of the actions or omissions whatsoever of any Authorized Users, (iii) Rol iKalI makes no representations about the suitability, reliability, ti mel inest/s, or accuracy of the Jobs requested and service provided by AuthorizedldUsers identified through the Roll Kali platform whether in public, private, or offl e interactions, and (iv) Rol IKall will not be responsible for the action of any Authorized Users with re pect to the Information posted on the Rol IKall platform. In the event that the City suspects or otherwise b comes aware that any unauthorized party may be using the RollKalll platformaor the Information in a onner not / authorized hereunder, the City shall immediately notify Roll Kali thereof. For the avoidan.e of doubt, RoliKall will not be responsible for anyAuthorized User's use of the RoliKall platform i a manner not authorized hereunder or the actions of Authorized Users with respect to any of the Infor ation posted in the Roll l all platform. City of Miami, Florida SUBSTITUTED Project Number 21-22-025 23 EXHIBIT B TERMS & CONDITIONS FOR GOVERNMENT AGENCIES SUBSTITUTED EXHIBIT B Terms & Conditions For Government Agencies Lest updated: May 21, 2021 These Terms of Service constitute a legally binding agreement ("Agreement") between you, a government . gency, and RollKall Technologies, LLC. ("Company or "RoliKall") governing your use of the RollKall Platform • efi (named below), Company's website (Ro1IKa11.com or the "Site") or mobile applications. The platform services provide d by Company, the Site and mobile applications together are hereinafter collectively referred to as the "RoliKall Pla onn." PLEASE NOTE: BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNP LEDGE THAT YOU UNDERSTAND THIS AGREEMENT AND ACCEPT ALL OF ITS TERMS. IF YOU DO OT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY OT USE OR ACCESS THE ROLLKALL PLATFORM. Your use of the Rai !Kali Platform constitutes your acceptance of and agreement o all of the terms and conditions in this Agreement, the Privacy Policy attached hereto as Exhibit C (the "Privacy Po1i• "), and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. The Privacy Policy is incorporated by reference into this Agreement and together form and are hereinafter re 'rred to as this "Agreement". A few highlights of this Agreement include: • Your acknowledgment and agreement that Comp. y does not supervise, direct or control an Officer's work or • Your agreement that Company has no IiabiIit; regarding the performance of Jobs (Section 16). • Your agreement to indemnify Company fre m claims due to your use or inability to use the Roll Kall Platform or content submitted from your account •the Rol !Kali Platform (Section 17). • Roll Kali Platform Connects Officers a d Clients 1. Roll Ka and Clients The RollKall Platform is a web based c. mmunications platform which enables the connection between Clients and Officers. "Clients" are individuals an• or businesses seeking to obtain services ("Jobs") from Officers and are therefore Clients of Officers, and "Officers" • e individuals employed by you or one or more of your affiliates seeking to perform and you together are hereinafter referred to as "Users." If you agree on the terms of a uch other User form a Service Agreement directly between the two of you as set forth ow. OFFICERS ARE IN NOT PERFORM J ACKNOWLEDG OFFICER'S W MANNER. D"ENDENT CONTRACTORS AND NOT EMPLOYEES OF COMPANY. COMPANY DOES S AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. YOU HEREBY THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR AN AND IS NOT RESPONSIBLE FOR THE WORK PERFORMED OR THE JOBS IN ANY OFFIC, 'S ARE INDEPENDENT CONTRACTORS FOR ROLLKALL AND ARE NOT COVERED UNDER A WO' ' ERS COMPENSATION POLICY. AN ADDITIONAL CHARGE WILL BE ADDED TO THE OFFICERS' H• RLY RATE IF YOU DESIRE TO HAVE THIS COVERAGE IN PLACE FOR OFFICERS PERFORMING JOBS FdR CLIENTS AND PAID THROUGH THE ROLLKALL PLATFORM. YOU MAY REQUEST SUCH WORKERS OMPENSATION COVERAGE BY SUBMITTING A WRITTEN REQUEST TO ROLLKALL. SUBSTITUTED II Platform only enables connections between Users for the fulfillment of Jobs. Company is not responsible The RoilKa for the performance of Users, nor does/�it have control over the quality, timing, legality, failure to provide, or any oth aspect whatsoever of Jobs, Officers, Clients, nor of the integrity, responsibility, qualifications or any of the actions .r omissions whatsoever of any Users. Company makes no representations about the suitability, reliability, timeline s, or accuracy of the Jobs requested and services provided by Users identified through the Roil Kall Platform wheth in public, private, or offline interactions. In the event that you suspect or otherwise become aware that any una . thori zed party may be using the ReliKaii Platform in a manner not authorized hereunder, you shall immediately no fy Roil Kall thereof. 2.User Vetting and Representation and Warranties User Vetting In Company's sole discretion, you and Users associated with you may be subject to a vetti g process before they can register for and during their use of the Roll Kall Platform, including but not limited to a rification of identity, Officer standing with you, and a comprehensive criminal background check, at the Country, ate and local level, using third party services as appropriate. You are solely responsible for obtaining User consent o Company's conduct of background/�checks (i) as often as required in compliance with federal and state la - s, including, without limitation, the Fair Credit Reporting Act and (ii) additionally, as often as Company deems adv sable at Company's sole discretion. Although Company may perform background checks of Users and subje above, Company is not required to do so and cannot confirm that each Company cannot and does not assume any responsibility for the acc information or any information provided through the Roil Kall Pla Users at any given time can be found at https/�//support.rollkall. Verification -Process. Users are advised that Company may c time in Company's sole discretion. NEITHER COMPANY NOR ANY OF ITS AFFILI CONDUCT, WHETHER ONLINE OR OFFLINE AND ITS AFFILIATES OR LICENSEES FRO sers to other forms of vetting, as outlined ser is who the User claims to be and therefore, acy or reliability of identity or background check arm. The vetting processes that Company applies to m/hc/en-us/articles/360004837472-Officer- nge or eliminate those vetting processes from time to ES OR LICENSEES IS RESPONSIBLE FOR THE F ANY USER AND YOU HEREBY RELEASE COMPANY ANY LIABILITY RELATED THERETO. As used in this Agreement, an "Affiliate" •f Company means any � member, manager, officer, employee, agent, attorney, financial advisor or contractorof Com.:, ny, any entity in which Company owns an equity interest or any entity that owns an equity in interest in Com pa Your Representations and r ra nt ies You represent and warr. nt that that you are a governmental entity and are capable of entering into binding contracts and you have the right, au ority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and thyou will so abide. You represent and warrant that this Agreement is binding on you. You represent and warrant that ou have read, understand and are required to agree to and accept to be bound by this Agreement and, the Privacy Po cy in order to access and use the Roil Kail Platform. You further represent and warrant that you will fulfill the co' mitments you make to other Users including paying / receiving payment through the RoiiKaii Platform through R. Kall's payment service provide, currently Stripe (the "PSP"), communicating clearly and promptly through the chat read, being present and / or available at the time you agree upon with your Officer or Client as the case may be. . Contract between Clients and Officers SUBSTITUTED You acknowledge and agree that "Service Agreement" is formed when a Client and an Officer agree on the terms of Job. The terms of the Service Agreement include the engagement terms proposed and accepted on the Roll Kall Platform, and any other contractual terms accepted by both the Officer and their Client to the extent such terms d not conflict with the terms in this Agreement including this Section 3 and do not expand Company's obligations or strict Company's rights under this Agreement. You agree that Company is not a party to any Service Agreement an • the formation of a Service Agreement will not, under any circumstance, create an employment or other service elationsh ip between Company and the Officer or create any obligation on the part of the Company to the Client or yo You may elect for the Clients to pay the Officer directly for completed services through the "RKPa developed by Company to facilitate payments between Users, at the rates agreed to by the partie Agreement. Roil Kall partners with the PSP for purposes of collecting all payments from Client RKPay, transferring such payments from Clients to Officers, and holding Client balances thr comply with this Agreement throughout the term of this Agreement. Both parties agree to disputes prior to negotiation of or filing of any claims and to negotiate any dispute infer days before initiating any proceeding between the parties. You covenant that any Jobs entered by you into the Roll Kall Platform will only you. Company is not responsible for managing any agreement between Client You may incorporate into the RoliKall Platform your agency's rules an be responsible for enforcing any such rules or policies. 4. Billing and Payment You acknowledge that you are aware that Roil Kall does scheduling purposes; provided, however, that, in the ev Officers through the use of the Roll Kall Platform util active Authorized User (not to exceed $2.00 per m platform n the Service who elect to utilize ugh RKPay. You agree to otify Company of any ally for at least thirty (30) policies governing Officers. Ro11Kall shall not t charge for use of the Roll Kall Platform solely for nt that less than 15% of the hours worked by Authorized e RKPay, Ro11Kall may charge you a monthly licensing fee per th per active Authorized User). Users contract for Jobs directly with other U---rs through you using the Roll Kall Platform. Company will not be a party to any contracts for Jobs or other services. lients are solely responsible for payments owed to Officers and other Users for services rendered pursuant to Servic-. greements. At your election, Clients must make such payments to Officers or other Users using RKPay via RollKall'. PSP, or as otherwise agreed between Client and Officer. Payment for services through the Roll Kall Platform is ma .e by the Client to the User and not by Company or its PSP. Company does not guarantee payments of amounts o ed by Clients to Officers or you, and under no circumstances shall Company be obligated to pay an Officer or a , other User for services rendered under a Services Agreement. Users of the Roll Kall Plat '.rm who utilize RKPay will be required to provide their credit card and/or bank account details to Company via s PSP. Clients will be responsible for paying the invoice for each Job (the "Invoice"), which will include (i) the pri' rng terms of the Job agreed with and provided by an Officer ("Job Payment"), (ii) any out of pocket expenses agr-ed with and submitted by an Officer in connection with the Job, (iii) any tip or gratuity, if applicable, (iv) p- ment processing fees in accordance with AGREEMENT RELATED TO THE USE OF ROLLKALL PLATFORM S tion 2 ("Fees"), (v) if applicable a service charge Company assesses for the RollKall Platform, based upon the Job ayment amount based on fee schedules maintained by Company that may will be provided to you and Users at the request, (vi) all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind posed by any federal, state, or local governmental or regulatory authority on any amounts payable hereun. -r, and (vii) cancellation fees, if applicable. Officers will be responsible for paying (i) registration fees (applable to Officer registrants), (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Each Invice will initially be developed by an Officer to reflect charges for his services and then edited by Company to add li e items for fees payable to other Users, you or Company. SUBSTITUTED To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a temporary charge is placed on acco t associated with the User and then refunded within 1-3 business days. Due to the difference In PSP and credit carp- issuer requirements, this temporary charge may vary between $0.01 US to $5000.00 US depending on the estimated alue of Jo b ob and reimbursements. When you receive confirmation through the Roll Kall Platform or via email that a Job has been comp! ed, you automatically authorize Company to provide Clients payment details to the PSP for processing of J'. b Payment, out of pocket expenses owed to Officer, and the service charge owed to Company for the use of RKPay if applicable). You mayJob charged a cancellation fee through the PSPif you book a Job, but cancel it before it is c• mpleted, as set forth in Jo b ob pricing terms or if you agree to perform a but fail to complete it, as may be set for h in the Job pricing terms. Company reserves the right, in its sole discretion (but not the obligation), upon request ram Client or Officer or upon notice of any potential fraud, unauthorized charges or other misuse of the Roll Kall P = tform, to arrange for the PSP to Jo b place on hold any Payment and out of pocket expenses, or (ii) refund, provi • e credits. Users of the Roll Kall Platform will be liable for any taxes (including VAT, I applicable) required to be paid on the Job services provided under this Agreement (other than taxes on Company's . ome). 5. Release The Roll Kall Platform is only a venue for connecting Users. Bec. use Company is not involved in the actual contract between Users or in the completion of the Job, in the event tha you have a dispute with one or more Users, you release Company and its Affiliates from any and all claims, demand., or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, • sclosed and undisclosed, arising out of or in any way connected with such disputes. COMPANY EXPRESSLY DISCLAIMS ANY L BILITY THAT MAY ARISE BETWEEN USERS OF ITS ROLLKALL PLATFORM WITH RESPECT T'i SERVICE AGREEMENTS. 6. Public Areas; Acceptable Us The Roll Kall Platform may contain p postings, chat areas, news groups, f Iles, email systems, blogs, message boards, rev iews, ratings, applications, Job ms, communities and/or other message or communication facilities ("Public Areas") that allow Users to com 4nicate with other Users. You may only use such community areas to send and receive messages and material t at are relevant and proper to the applicable forum. For the safety and integrity of the Roll Kall Platform, you may n.t share your personal contact information with other Users. Without limitation, wh- e using the Roll Kall Platform, you may not: • abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of priva• and publicity) of others, including Company staff, or use information learned from the Roll Kall Jo bs arm or during the performance of to otherwise defame, abuse, harass, stalk, threaten, intimidate or slead, or otherwise violate the legal rights of any other User or Company staff outside of the Roll Kall l atform . Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the Roll Kall Platform. Use the Roll Kall Platform for any purpose, including, but not limited to posting or completing a Job, in violation of local, state, national, or international law. SUBSTITUTED • Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party. • Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damag the operation of another s computer. • Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly. I� • Advertise or offer to sell any goods or services for any commercial purpose through the Roll Kell Pla - arm which are not relevant to the Job services offered through the Roll Kall Platform. • Post or complete a Job requiring a User to (1) purchase or obtain gift cards, money orders or hig value items (over $300) without notifying Company, (II) cross state lines during the performance of a Job iii) provide ri deshari ng or other peer to peer transportation services, (iv) post ratings or reviews on any ird party webs ite in breach of such third party website's terms of use, or (v) otherwise engage in activity th:t is illegal or deemed (dangerous, harmful or otherwise inappropriate by Company in its sole discretion. • Conduct or forward surveys, contests, pyramid schemes, or chain letters. • Impersonate another person or a User or allow any other person or entity to use y. r identification to post or view comments. • Post the same Job repeatedly ("Spamming"). Spamming is strictly prohibited • Download any file postedl�by another User that a User knows, or reasonabl should know, cannot be legally distributed through the Roll Kall Platform. • Restrict or inhibit any other User from using and enjoying the Public eas. • Imply or state that any statements you make are endorsed by Comp_ y, without the prior written consent of Company. • Use a robot, spider, manual and/or automatic processes or devi -s to data -mine, data -crawl, scrape or index the Roll Kali Platform in any manner. • Hack or interfere with the Roll Kall Platform, its servers or ny connected networks. • Adapt, alter, license, sublicense or translate the Roll Kall latform for your own personal or commercial use. • Remove or alter, visually or otherwise, any copyright , trademarks or proprietary marks and rights owned by Company. • Upload content to the Roll Kall Platform that is of ensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promote- racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. [[�� • Upload content that provides materials or ccess to materials that exploit people under the age of 18 in an abusive, violent or sexual manner. • Use the Roll Kall Platform to solicit f. any other business, website or service, or otherwise contact Users for employment, contracting or any pu..ose not related to use of the RollKall Platform as set forth herein. • Use the Roil Kall Platform to colt -Ict Usernames and or/email addresses of Users by electronic or other means. • Use the Roll Kall Platform or t. a Job services in violation of this Agreement. • Use the RollKall Platform i a manner which is false or misleading (directly or by omission or failure to update information) or for the p .ose of accessing or otherwise obtaining Company's trade secret information for public disclosure or oth r purposes. • Attempt to circumve the payments system or service fees in anyway including, but not limited to, processing payments outside •. the platform, including inaccurate information on invoices, or otherwise invoicing in a fraudulent mann • Register with oll Kall under different Userna mes or identities, after your account has been suspended or terminatedt�• register under multiple Usernames or identities. • Cause an third party to engage in the restricted activities above. You understanthat all submissions made to Public Areas will be public � and that you will be publicly identified by your name or logi. identification when communicating in Public Areas, and Co Areas. will not be responsible for the action of any Use s with respect to any information or materials posted in Public Areas. Termination and Suspension ompany may terminate, limit or suspend this Agreement as it relates to you and your right to use the Roll Kali Platform U Breach") in the event that Company, in its sole discretion, determines that you have breached this Agreement (a "User "reach ) SUBSTITUTED by providing you with written or email notice of such User Breach and such termination or suspension, and term i na or suspension will be effective immediately upon delivery of such notice. on If Company terminates, limits, or suspends this Agreement as it relates to you and your right to use the Rol all Platform, you are prohibited from registering and creating a new account under your name, a fake or borr wed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to termi =ling, limiting, or suspending your account, Company reserves the right to take appropriate legal action, including whout limitation pursuing litigation, criminal, and injunctive redress. Notwithstanding anything to the contrary in this Section 7, Company has the right to restrict : nyone from completing registration as an Officer if Company believes such person may threaten the safety and int rity of the Roll Kall Platform, or if, in Company's discretion, such restriction is necessary to address any oth reasonable business concern. You may terminate this Agreement at any time as it relates to you by (i) delivery of termination and (ii) by ceasing all use of the RoiiKall Platform. All sections of this Agreement which by their nature should survive the expi •< tion or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding t - expiration or termination of this Agreement. 8. Account, Password, Security, and Mobile Phone Use, exts and balls You must register with Company and create an account to use maintaining the confidentiality of any password and account RoliKall Platform. You are solely and fully responsible for Company has no control over the use of any User's acco using your password or account or you suspect any of Company of written or email notice e Roll Kall Platform. You are responsible for umber provided by you or Company for accessing the all activities that occur under your password or account. nt. Should you suspect that any unauthorized party may be r breach of security, you will contact Company immediately. By providing to Company your mobile phone n tuber and using the RoiiKaii Platform, you hereby affirmatively consent to our use of your mobile phone numer for calls and texts (including prerecorded and/or by automatic telephone dialing systems) in order to (a) p- form and improve upon the Roll Kall Platform, (b) facilitate the carrying out of Jobs through the Roll Kall Platform or (c) provide you with information and reminders regarding your registration, orientation, upcoming Job product alterations, changes and updates, service outages or alterations. These hese calls and texts may include, among o er things, reminders about uncompleted or upcoming Jobs and/or in follow up to any push notifications delivered thr ugh our mobile application. Company will not assess any charges for calls or texts, but standard message charges or •.ther charges from your wireless carrier may apply. You may opt -out of receiving texts messages from us by modifyins your account settings on the Site or Company's mobile application, texting "STOP" in response to any texts, or by e ailing opt-out-texts@RoliKall.com and specifying you want to out -out of texts. You may opt -out of receiving calls f .m us by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-textsg PollKall.com and specifying you want to opt -out of calls. You understand that we may send you a text confirming . y opt -out by you. 9. Your formation and Likeness "Your infor .tion" is defined as any information and materials you provide to Company or other Users in connection with your r -gistration for and use of the Roll Kall Platform, including without limitation that posted or transmitted for use in P . lic Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your The : istribution and publication of Your Information. I he information and materials described in this Section 9, as prov': ed by each User, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading, (b) will not be fraudulent or involve the sale of counterfeit or stolen items, (c) will not infringe any third SUBSTITUTED party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will no violate any law, statute, ordinance, or regulation (including without limitation those governing export control, cons er protection, unfair competition, antidiscrimination or false advertising), (e) will not be defamatory, libelous, unla'fully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to min• s, (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming outines that are intended to damage, detrimentally interfere with,/surreptitiously intercept/�or expropriate any syste , data or personal information, and (h) will not create liability for Company or cause Company to lose (in whole o in part) the services of its ISPs or other partners or suppliers. The Roll Kai I Platform hosts User Generated Content relating to reviews and ratings of specific Such Feedback is such User's opinion and not the opinion of Company, has not been verified and each Client shoulder undertake his, her or its own research to be satisfied that a specific 0 a Job. You agree that Company is not liable or otherwise responsible for any Feedback or Content. Company encourages each User to give objective, constructive and honest Fee with whom they have transacted. Company does not investigate any remarks posted b but may do so if a User requests that Company do so. icers ("Feedback"). approved by Company icer is the right person for her User Generated ack about the other Users sers for accuracy or reliability You hereby grant Company a non-exclusive, worldwide, perpetual, royalty-fr: e (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Inform: tion, in any media now known or not currently known in order to perform and improve upon the Roll Kall Platf Additionally, you acknowledge that you will be required to provide o Roll Kali sensitive information related to the identity, residence, compensation and other personally identifiabl - information of Authorized Officers (any such information, the "Officer Information"). You further acknowle► e that the Officer Information may be accessible by your Authorized Users. You and Roll Kali agree. (i) to use the Officer Information only in connection with Jobs, (ii) not to disclose the Officer Information to any other person or e tity and (iii) to use commercially reasonable efforts to maintain the confidentiality of the Officer Information. Yeu shall be responsible for maintaining the current status of Authorized Officers on the RoiiKall Platform and shal restrict access to the RoliKall Platform solely to its active Authorized Users. 10. Links to Other Websites The Roll Kali Platform may contain links ( ch as hyperlinks) to third -party websites. Such links do not constitute the endorsement by Company/�of those sites a their content. They are provided as an information service, for reference and convenience only. Company does not . ntrol any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or produce or services. The existence of links on the Roll Kall Platform to such websites (including without limitation exter al websites that are/framed by the Roll Kall Platform as well as any advertisements displayed in connection therewit does not mean that Company endorses any of the material on such websites, or has any association with their oper tors. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. The use of any websit controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies or those websites,, and not by the terms of this Agreement or the Privacy Policy. You access such third -party websit s at your own risk. Company expressly disclaims any liability arising in connection with your use and/or viewing .f any websites or other material associated with links that may appear on the Roll Kall Platform. You hereby agree . hold Company harmless from any liability that may result from the use of links that may appear on the Roll Kall PI. form. As p. t of the functionality of the Roll Kall Platform, you may link your account with online accounts you may have wit third party service providers (such as Facebook) (each such account, a `Third Party Account") by either: (1) oviding your Third Party Account login information through the Roil Kall Platform, or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each SUBSTITUTED Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to a usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content t .t you have provided to and stored in your Third Party Account (the "SNS Content") so that it is available on and . ongh the RollKall Platform via your account, including without limitation any friend lists, and (ii) Company may s • mit and receive additional information to your Third Party Account to the extent you are notified/�when you link our account with the Third Party Account. Unless otherwise specified in this Agreement, all SNS Content, if any, all be considered to be User Generated Content for all purposes of this Agreement. Depending on the Th it Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, per-onally identifiable information that you post to your Third Party Accounts may be available on and through your account on the RollKall Platform. Please note that if a Third Party Account or associated service becomes unavailable ir• Company's access to such Third Party Account is terminated by the third party service provider, then SNS Conte available on and through the RollKall Platform. You will have the ability to disable the c account on the RollKall Platform and your Third Party Accounts at any time. PLEASE 'TOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIA D WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) W H SUCH THIRD PARTY SERVICEPROVIDERS. Company makes no effort to review any SNS Content or any purpose, including but not limited to, for accuracy, legality or non -infringement, and Company is not resp nsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book . ssociated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely f• the purposes of identifying and informing you of those contacts who � have also registered to use the RollKall Platfo m. At your request made via e-mail to privacy@RollKall.com, Company will deactivate the connection betw en the RollKall Platform and your Third Party Account and delete any information stored on Company's servers th.t was obtained through such Third Party Account, except the Userna me and profile picture that become associated wh your account. 11. Worker Classification and Withholdings AS SET FORTH IN SECTION 1, COMPANY DOES T PERFORM JOBS AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM JOBS. Each User ass.mes all liability for proper classification of such User's workers based on applicable legal guidelines. Users do not have authority to enter into writ • n or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that C. pany does not, in any way, supervise, direct, control or monitor an Officer's work or Jobs performed hi any e anner. Company does not set an Officer's work hours or location of work. Company will not provide any equ i pm# t, labor or materials needed for a particular Job. Company does not provide any supervision to Users. ll Platform is not a employment service and Company is not an employer of any User. As such, Company The Roll Ka is not responsible for and wi not be liable for any tax payments or withholding, including but not limited to unemployment insurance, . ocial security, disability insurance or any other applicable federal or state withholdings in connection with your us or delivery of Users' Job services. 12. Intellect al Property Rights All text, graph s, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, imas, software, videos, designs, typefaces and other content (collectively "Proprietary Material/") that Users see or rea through the RollKall Platform is owned by Company, excluding User Generated Content that Company has the righ o /use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter devel• • ed. Company owns all Proprietary Material, as well as the coordination, selection,, arrangement and enh. ncement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. T. e Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary ights and laws. Subject to your obligations under Chapter 119, Florida Statutes, and Art. 1, Section 24 of the Florida SUBSTITUTED Constitution ("Public Records Law"), Users may not copy, download, use, redesign, reconfigure, or retransmit anythin from the ReIIKall Platform without Company's express priori written consent and, if applicable, the holder of the rig s to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly/� prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Venerated Content. Notwithstanding anything in this article to the contrary, you may exercise the aforementioned rights • comply with your obligations under the Public Records Law. The service marks � and trademarks of Company, including without limitation Company and Company egos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appeari g via the Roll Kall Platform are the property of their respective owners. You may not copy or use any of these mark logos or trade names without the express prior written consent of the owner. 13. Copyright Complaints and Copyright Agent Company respects the intellectual property of others, and expects Users to do the sam -. If you believe, in good faith, that any materials provided on or in connection with the RoiiKall Platform infringe pan your copyright or other intellectual property right, please send the following information to Company's Copyright Agent at: RollKall, LLC. 600 E. Las Colinas Blvd. Suite 550, Irving, TX 75039 or copyright@RollKall.com. Adescription of the copyrighted work that you claim has been infringed. including the URL (Internet address) or other specific location on the RoiiKaii Platform where the material you clai is infringed is located. Include enough information to allow Company to locate the material, and explain w you think an infringement has taken place, • A description of the location where the original or an au orized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posteor the name of the book in which it has been published, • Your address, telephone number, and e-mail addres-, • A statement by you that you have a good faith be of that the disputed use is not authorized by the copyright owner, its agent, or the law, • A statement by you, made under penalty of p -rjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to a on the copyright owners behalf, and • An electronic or physical signature of th•. owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. 14. Confidential Information You acknowledge that Confidential In •rmation (as hereinafter defined) is a valuable, special and unique asset of Company and agree that you will no disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any p rpose other than disclosure to your authorized employees and agents who need to know the Confidential Information in order to fulfill their job functions and who are bound to maintain the confidentiality of Confidential nformation. You shall promptly notify Company in writing of any circumstances which may constitute unauthori ze• disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information r am unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials co tai n ing Confidential Information to Company upon termination of this Agreement for any reason whatsoever. The term "Con dential Information" shall mean any and all of Company's trade secrets, confidential and proprietary information . d all other information and data of Company that is not generally known to the public or other third parties wh could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed • include technical, financial, strategic and other proprietary and confidential information relating to Compy's business, operations and properties, including information about Company's Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. If Company vides any Confidential Information that qualifies for exemption from Florida Public Records Law, it must be clearly entified and labeled as "CONFIDENTIAL INFORMATION - TRADE SECRETS." Company acknowledges and is aware that the designation of an item as a trade secret may be challenged in court by any person. If such information is SUBSTITUTED requested pursuant to a public records request, the City will notify Company and provide a reasonable opportunity t /� seek a protective order in court. Any costs associated with obtaining a protective order, or any costs incurred by t e City defending itself in a public records case in connection with such Confidential Information, shall be borne solely Company. 15. Contractor's Representations And Warranties THE ROLLKALL PLATFORM IS PROVIDED SUBJECT TO THE REPRESENTATIONS AN EXPRESSLY STATED HEREIN. COMPANY DISCLAIMS ANY OTHER WARRANTIES OF EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED T0, WARRANTIES MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKE REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CO THROUGH THE ROLLKALL PLATFORM OR THE CONTENT OF ANY SITES LI PLATFORM. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE 0 FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THR PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY B ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD -PA SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE P THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHO EXERCISE CAUTION WHERE APPROPRIATE. NEITHER COMP IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE 0 y D ARRANT! ES ANY KIND, NO WARRANTIES OR ENT PROVIDED ED TO THE ROLLKALL SSUME RESPONSIBILITY GH THE ROLLKALL NNER OR OTHER AY BE RESPONSIBLE FOR Y PROVIDERS OF PRODUCTS OR CHASE OF A PRODUCT OR SERVICE LD USE YOUR BEST JUDGMENT AND Y NOR ITS AFFILIATES OR LICENSEES OFFLINE, OF ANY USER. 1 TO INDUCE THE CITY TO ENTER INTO THIS CONTRACT, THE CONTRACTOR REPRESENTS AND WARRANTS THAT THE CONTRACTOR IS AUT iRIZED TO DO BUSINESS IN THE STATE OF FLORIDA AND IS DULY QUALIFIED TO PROVIDE THE 'STEM AS SET FORTH IN THIS CONTRACT, AND THAT THE EXECUTION OF THIS CONTRACT IS W HIN THE CONTRACTOR'S AUTHORIZED POWERS, IS NOT IN CONTRAVENTION OF FEDERAL, ATE OR LOCAL LAW, AND WILL NOT CAUSE A BREACH OF ANY OTHER CONTRACT TO WHICH ' E CONTRACTOR IS A PARTY. 2 THE CONTRACTOR MAKES THE Ft LOWING REPRESENTATIONS AND WARRANTIES SPECIFICALLY IN CONNECTION H THE SYSTEM: (A) THE SYSTEM SHALL PERF SET FORTH IN EXHIBIT A A REPRESENTATIONS, INCL THE CITY; M ACCORDING TO THE SPECIFICATIONS AND REPRESENTATIONS ACCORDING TO ANY OTHER SPECIFICATIONS AND ING ANY DOCUMENTATION, PROVIDED BY THE CONTRACTOR TO (B) THE CONTRACT' ° HAS THE FULL AND UNENCUMBERED RIGHTS AND POWERS TO GRANT THE CITY ACCESS • AND PERMISSION TO USE THE SYSTEM, INCLUDING THE UNDERLYING MICROSOFT AZU CLOUD AND THE MICROSOFT'S AZURE CLOUD VIRTUAL SERVER, AND INCLUDING AL PGRADES, UPDATES, IMPROVEMENTS, MODIFICATIONS, ENHANCEMENTS OR CUSTOMIZAT 4NS, AND INCLUDING ANY THIRD PARTY COMPONENTS AND PLATFORMS EMBEDDED THE SYSTEM, AND THE RIGHTS GRANTED HEREIN WILL NOT VIOLATE THE TERMS OF ANY 0 CONTRACTOR'S AGREEMENTS WITH ANY THIRD PARTY; (C) T 1 CONTRACTOR'S EXECUTION, DELIVERY, AND PERFORMANCE OF THIS CONTRACT WILL NOT ' ONSTITUTE A VIOLATION OF ANY JUDGMENT, ORDER OR DECREE, A DEFAULT UNDER ANY AG' EMENT BY WHICH IT OR ANY OF ITS ASSETS ARE BOUND OR AN EVENT THAT WOULD, WITH N ITICE OR LAPSE OF TIME, CONSTITUTE SUCH A DEFAULT; (D) THE SYSTEM IS FREE OF ANY SOFTWARE, PROGRAMS OR ROUTINES, COMMONLY KNOWN AS `DISABLING CODE," THAT ARE DESIGNED TO CAUSE THE SYSTEM TO BE DESTROYED, DAMAGED, OR OTHERWISE MADE INOPERABLE IN THE COURSE OF THE CITY'S USE OF THE SYSTEM; SUBSTITUTED (E) THE SYSTEM IS FREE OF ANY KNOWN OR REASONABLY DISCOVERABLE COMPUTER PROGRAM, CODE OR SET OF INSTRUCTIONS, COMMONLY KNOWN AS A "COMPUTER VIRUS," ' AT IS NOT DESIGNED TO BE A PART OF THE SYSTEM AND THAT, WHEN INSERTED INTO THE COMPUTER'S MEMORY: (1) DUPLICATES ALL OR PART OF ITSELF WITHOUT SPECIFIC USE INSTRUCTIONS TO DO S0, OR (II) ERASES, ALTERS OR RENDERS UNUSABLE ANY DATA • • THE SYSTEM, WITH OR WITHOUT SPECIFIC USER INSTRUCTIONS TO DO SO, OR (III) PROVID'S THIRD PARTIES WITH UNAUTHORIZED ACCESS TO THE SYSTEM; (F) THE SYSTEM IS FREE OF ANY SPYWARE AND MALWARE; (G) THE SYSTEM SHALL BE FULLY WARRANTED FOR REPAIR OR REPLACEME TERM OF THIS CONTRACT AS AMENDED OR EXTENDED. (H) THE SYSTEM SHALL: T DURING THE (1) ACCURATELY RECOGNIZE AND PROCESS ALL TIME AND DATE DA INCLUDING, BUT NOT LIMITED TO, DAYLIGHT SAVINGS TIME AND LEAP YEAR DATA, A (2) USE ACCURATE SAME -CENTURY, MULTI -CENTURY, AND SIMI AR DATE VALUE FORMULAS IN ITS CALCULATIONS, AND USE DATE DATA INTERFACE VALUE HAT ACCURATELY REFLECT THE CORRECT TIME, DATE AND CENTURY. (I) ALL COMPONENTS OF THE SYSTEM THAT ARE DEDICA.' D FOR THE CITY'S USE ONLY SHALL NOT BE SHARED BY THE CONTRACTOR WITH ANY UNA A HORIZED THIRD PARTY. (J) ALL DATA SHALL BE AND REMAIN THE SOLE AN CITY. CONTRACTOR SHALL TREAT ALL DATA AS WILL BE PROVIDED ACCESS TO THE DATA FOR T PERFORMING ITS OBLIGATIONS UNDER THIS C DISCLOSING ANY DATA TO ANY THIRD PART THE CITY. CONTRACTOR WILL HAVE NO P OR RIGHT TO WITHHOLD DATA FROM TH EXCLUSIVE PROPERTY OF THE ONFIDENTIAL INFORMATION. CONTRACTOR E SOLE AND EXCLUSIVE PURPOSE OF NTRACT. CONTRACTOR IS PROHIBITED FROM WITHOUT SPECIFIC WRITTEN APPROVAL FROM PERTY INTEREST IN, AND MAY ASSERT NO LIEN ON CITY. (K) THE CITY HAS PROVIDED TO CON ACTOR, AND CONTRACTOR HAS REVIEWED, THE PRIVACY AND SECURITY POLICIES AND HER Y REPRESENTS AND WARRANTS THAT THE SYSTEM WILL COMPLY WITH THE REQUIREMEN OF THE PRIVACY AND SECURITY POLICIES. (L) THE CONTRACTOR WILL, ALLOW THE CITY TO PERFO WITH THE PRIVACY AND S UPON REASONABLE PRIOR WRITTEN NOTICE FROM THE CITY, REASONABLE AUDITS OF THE CONTRACTOR'S COMPLIANCE URITY POLICIES. (M) THE SYSTEM, THE Y'S ACCESS TO THE SYSTEM, THE CITY'S USE OF THE SYSTEM OR THE DOCUMENTATION, A 1 THE CONTRACTOR'S PERFORMANCE OF THIS CONTRACT DO NOT AND WILL NOT CONFLIC WITH, INFRINGE UPON OR VIOLATE, THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER P SON OR LEGAL ENTITY, EXCEPT TO THE EXTENT ARISING THE CITY'S UNAUTHORIZED SE OR MODIFICATION OF THE SYSTEM. (N) THE SYS M, THE CITY'S ACCESS TO THE SYSTEM, THE CITY'S USE OF THE SYSTEM OR THE DOCUMEN 'ATION, AND THE CONTRACTOR'S PERFORMANCE OF THIS CONTRACT ARE NOT ALLEGE, :Y ANY PERSON TO CONFLICT WITH, INFRINGE UPON OR VIOLATE, THE INTELLECTUAL PROPE' Y RIGHTS OF ANY OTHER PERSON OR LEGAL ENTITY. (0) ERE ARE NO EXISTING OR THREATENED LEGAL PROCEEDINGS BROUGHT AGAINST THE Ct TRACTOR IN RESPECT OF THE SYSTEM, THE DOCUMENTATION, OR THE CONTRACTOR'S GHT TO GRANT OTHERS THE RIGHT TO ACCESS AND USE THE SYSTEM, INCLUDING THE UNDERLYING MICROSOFT AZURE CLOUD, THE MICROSOFT'S AZURE CLOUD VIRTUAL SERVER OR THE DOCUMENTATION. SHOULD THE CONTRACTOR BECOME AWARE OF ANY SUCH CONFLICT, INFRINGEMENT OR VIOLATION OR POTENTIAL CONFLICT, INFRINGEMENT OR VIOLATION, THE SUBSTITUTED CONTRACTOR WILL PROMPTLY NOTIFY THE CITY. (P) THE DOCUMENTATION IS COMPLETE AND WILL ALLOW THE CITY TO ACCESS AND U THE SYSTEM. (Q) THE CONTRACTOR WILL MEET THE FOLLOWING DATA -RELATED SYSTEM REQU EMENTS: (I) AT ALL TIMES, THE CITY SHALL BE ABLE TO RECEIVE DATA, ASSOCIATED M. ADATA, AND REASONABLY GRANULAR SUBSETS THEREOF, AS WELL AS ANY ASSOCIATED ' ILES OR ATTACHMENTS, FROM THE SYSTEM IN A USEABLE, ENCRYPTED FORMAT. (TT) UPON TERMINATION OF THIS CONTRACT AND AT THE CTTY'S WRITTEN ' EQUEST, THE CONTRACTOR SHALL DESTROY ALL DATA, INCLUDING BACK-UPS AND 'II PIES THEREOF, ACCORDING TO THE NATIONAL INSTITUTE OF STANDARDS AND SYSTEM (NIST) STANDARDS OR AS OTHERWISE DIRECTED BY THE CITY. (III) CONTRACTOR HAS AND SHALL HAVE THE ABILITY TO RETAI SEARCHABLE AND CAPABLE OF COMPLIANCE WITH RECORDS PRACTICES FOR A PERIOD OF AT LEAST THREE (3) YEARS AFT IT ATA IN A MANNER THAT IS ENTION LAWS AND BEST IS CREATED. (TV) AT NO TIME MAY CONTRACTOR SUSPEND OR TERMTN E CTTY'S ACCESS TO ANY DATA OR THE SYSTEM FOR BREACH OF CONTRACT WITHOUT GIVI THE CITY REASONABLE NOTICE AND OPPORTUNITY TO CURE ACCORDING TO THE CITY'S DI .''UTE RESOLUTION PROCESS. THE CONTRACTOR SHALL MAKE THE SYSTEM AVAI CONTRACT TWENTY-FOUR (24) HOURS A DAY, SEV CITY 10% OF THE EQUIVALENT MONTHLY SUBSC THREE (3) HOUR PERIOD FOR WHICH THE SYST MONTHLY PERIOD. "UPTIME" AND "DOWNTI MONTHLY BASIS AND WILL BE APPLIED AS FEES LISTED IN EXHIBIT A, FOR THE NEXT OUTAGES FOR SOFTWARE UPDATES, SE GENERALLY BE SCHEDULED FOR WEE NOTIFICATION OF WHICH WILL BE P FIVE (5) DAYS IN ADVANCE. UNSUI LIMITED T0, INADEQUATE END U ISSUES OR GENERAL INTERNET CALCULATIONS. ACCOUNT C IS HEREBY LIMITED TO A M SUBSCRIPTION FEES LISTE MONTH PERIOD UP TO T TICKET IS REGISTERED UNAVAILABLE FOR U SYSTEM IS UNAVAI RESOLVED AND T AWARE THAT T CITY IMMEDI ABLE DURING THE TERM OF THIS N (7) DAYS A WEEK, AND WILL CREDIT THE IPTION FEES LISTED IN EXHIBIT A FOR EACH IS UNAVAILABLE FOR USE BY THE CITY IN A " IS RECORDED AND CALCULATED ON A CREDIT TOWARDS THE ANNUAL SUBSCRIPTION EAR. DOWNTIME DOES NOT INCLUDE SCHEDULED ER OR NETWORK MAINTENANCE (WHICH WILL ENDS OR AFTER MIDNIGHT EASTERN TIME), VIDED TO THE CITY'S DESIGNATED SUPPORT CONTACTS ABLE CITY OPERATING ENVIRONMENT, INCLUDING, BUT NOT R COMPUTER CONFIGURATION, INTERNET CONNECTION ONGESTION ISSUES ARE EXCLUDED FROM ANY DOWNTIME DITS OF THE CONTRACTOR FOR ANY TWELVE (12) MONTH PERIOD IMUM OF TWENTY FIVE PERCENT (25%) OF THE ANNUAL IN EXHIBIT A PAID BY THE CITY DURING THE PRIOR TWELVE (12) OUTAGE. DOWNTIME IS MEASURED FROM THE TIME THAT A TROUBLE ITH SUPPORT SERVICES BY THE CITY FOR THE SYSTEM BEING E OR THE TIME THAT THE CONTRACTOR BECOMES AWARE THAT THE ABLE FOR USE (WHICHEVER IS EARLIER), TO THE TIME THE PROBLEM IS E SYSTEM IS RESTORED. IN THE EVENT THAT THE CONTRACTOR BECOMES SYSTEM IS UNAVAILABLE FOR USE, THE CONTRACTOR SHALL NOTIFY THE E LY. 16 No Liability YO . ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE ROLLKALL P ATFORM IF YOU AGREE TO CERTAIN LIMITATIONS OF COMPANY'S LIABILITY TO YOU AND THIRD ARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, OR ITS LICENSEES LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO SUBSTITUTED YOUR NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, CRIMINAL ACTS, STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, DESTRUCTION OF PERSONAL PROPERTY AND ANY DISPUTE WITH ANY USER. UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES OR LICENSEES, OR ANY OF CH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PAR CI PANTS BE LIABLE FOR ANY SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WIT YOUR USE OF OR INABILITY TO USE THE ROLLKALL PLATFORM OR THE JOB SERVICES, EVEN IF DVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION 0 IMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY , iT APPLY TO YOU. COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QU ITY OR FITNESS OF ANY WORK PERFORMED BY OFFICER VIA THE ROLLKALL PLATFORM. 17. Changes to this Agreement and the Rol I Kall Platform Company unless you and Company approve any such modification or amendment in writing. Company maya�change, mod if, , suspend, or discontinue any aspect of the Roll Kall Platform at any time without notice or liability. Company may < Iso impose limits on certain features or restrict your access to parts or all of the RoiiKaii Platform with notice. I HEREBY ACKNOWLEDGE THAT I HAVE READ AN /, UNDERSTAND THE FOREGOING TERMS OF SERVICE AND THE PRIVACY POLICY AND ACRE HAT MY USE OF THE ROLLKALL PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO B' BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. City of Miami, Florida SUBSTITUTED Project Number 21-22-025 24 EXHIBIT C CONTRACTOR PRIVACY POLICY SUBSTITUTED EXHIBIT C Roll Kall Privacy Policy Roll Kal I Technologies, LLC ("Roil Kal l ") respects the privacy of others. This PRIVACY POLICY (this "Privacy icy") is intended to explain Roll Kells privacy practices with respect to Roll Kall.com and any other website th .t links to this Privacy Policy (together with its respective pages and features, the "Site"), and the mobile software appl ation(s) that links to this Agreement (together with its respective pages and features, the "App"). This Privacy Policy -s also intended to provide you(together with any person helping you visit, access, register with or use any of those online or digital properties, products or services, you or "your") with an overview of the following. • the type of information about you Roll Kali collects through the Site and the App, • how Roll Kali collects such information, • how Roll Kali uses such information, • who will have access to such information, and • Roll Kall s security measures for protecting such information. This Privacy Policy applies to information collected through the Site and/or the App. in its entirety. refully read this Privacy Policy As used herein, the term personal information means information (incl udin: personally identifiable information) that would allow someone to specifically identify you or contact you physically er online (e.g., your name, physical address, telephone number, email address, social security number), and the term an -personal information means any information other than personal information that Roll Kall may collect f am you. 1. A Special Note About Minors. The Site is a general audience website intended for use by dults. Similarly, the App Is a general audience application intended for use by[�adults. Neither the Site nor the App -s designed or intended to attract, and is not directed to, children under eighteen (18) years of age, let alone children u er thirteen (13) years of age. Roll Kali does not collect personal Information through the Site or the App from any p rson it actually knows to be under thirteen (13) years of age. If Roll Kali obtains actual knowledge that it has call cted personal information through the Site or the App from a person under thirteen (13) years of age, then it will us reasonable efforts to refra in from further using such personal information or maintaining it in retrievable Furthermore, if you are under eightee 18) years of age, then you (or your parent or legal guardian) may at any time request that Roll Kall remove conten or information about you that is posted on the Site or the App. Please submit any suchrequest ( Request for Remo al of Minor Information") to privacy@rollkall.com, with a subject line of Removal of Minor Information. For each Request for Re oval of Minor Information, please state Removal of Minor Information in the email or letter subject line, and clear! state the following in the body. • the nat e of your request • the l e- ntity of the content or information to be removed • w -ther such content or information if found on the Site or the App • e location on content or information on the Site or the App (e.g., providing the URL for the specific web page the content or information is found on) 7� that the request Is related to the "Removal of Minor Information your name, street address, city, state, zip code and email address • whether you prefer to receive a response to your request by mail or email SUBSTITUTED Roll Kali is not responsible for failing to comply with any Request for Removal of Minor Information that is incom incorrectly labeled or incorrectly sent. P -te, Please note that the aforementioned removal does not ensure complete or comprehensive removal of such c• ntent or information posted on the Site or the App. Also, please note that RollKall is not required to erase or otherwise eliminate, or to enable erasure •r elimination of, such content or information in certain circumstances, such as, for example, when an international federal, state, or local law, rule or regulation requires Roil Kall to maintain the content or information, when the cant e t or information is stored on or posted to the Site by a third party other than you (including any content or infer ation posted by you that was stored, republished or reposted by the third party), when Roll Kali anonymi zes the con--nt or information, so that you cannot be individually identified, when you do not follow the aforementioned instru tions for requesting the removal of the content or information, and when you have received compensation or o er consideration for providing the content or information. The foregoing is a description of Roll Kall s voluntary practices concerning th-. collection of personal information through the Site from certain minors, and is not intended to be an admissio that Roll Kall is subject to the Children s Online Privacy Protection Act, the Federal Trade Commissions Children similar international, federal, state, or local laws, rules, or regulations. 2. Categories of I nformation Collected. Roll Kali may collect personal and non -personal information _ .out you through the Site and/or the App. The categories of such information might include. • Your name (first, last and/or middle) and u que identifiers (e.g., username) • Your company name and/or title • Your login information for the Site anor the App (e.g., username, password, security questions and answers) • Your home and/or business contact i formation (e.g., mailing address, email address, telephone number) • Your relevant work information (- g. name, contact information, department name and location, rank, supervisor name and contact in rmation, police identification number, work address), as well as any additional work -related and b kground information that you voluntarily disclose, • Your location, hours, billin. rate and other information about your work projects coordinated on or through the Site and/or App • Your computer, mobile .evice, and/or browser information (e.g., IP address, mobile device ID information, operating system, co ecti on speed, bandwidth, browser type, hardware attributes, software attributes) • Your transactional-nformation (e.g., requests, orders, comments, ratings, feedback and instant messages and/or other cam munic_ ions made within or through the Site and/or the App) • Your telephon- number associated with your mobile device • Your mobile device ID information Additionally, in order to process or receive payments through RollKall's third party payment service provider, RollKall may, directly •r indirectly, collect information such as the following. • Y.ur Social Security Number (SSN), Employer Identification Number (EIN), Taxpayer Identification Number IN) and/or other tax ID number, Your date of birth; Your banking, billing, payment or shipping information (e.g., payer or payee name, bank account number, credit or debit card number, expiration date, verification code, accountholder name, cardholder name, billing address, mailing address, tax ID number, billing history), and SUBSTITUTED • Usage activity concerning your interactions with the Site, the App accessed on or through the Site or the pp (e.g., how you accessed the Site, number of clicks on a page or feature, amount of time spent one the Sit- or a page or feature, networks, platforms, servers and features accessed through the Site and/or the App) 3. How Information Is Collected. Roll Kell might collect personal and non -personal information from you when you visit, access, regis -r with, subscribe to or use the Site and/or the App; when you register for, through or in relation to the Site and/or th- pp, when you "sign in," "log in," or the like to the Site and/or the App; when you allow the Site and/or the App o access, upload, download, import or export content found on or through, or to otherwise interact with, your co puter or mobile device (or any other device you may use to visit, access or use the Site and/or the App) In addition, if you or a third party sends Roll Kall a comment, message or other commu ication (such as, by way of example only, email, letter, fax, phone call, or voice message) about you or your acti i ities on or through the Site and/or the App, then RoiiKall may collect any personal or non -personal information prow'• ed therein or therewith. Roll Kall might also use various tracking, data aggregation and/or data analy s technologies, including, for example, the following. • Cookies, which are small data files (e.g., text files) stored o the browser or device you use to view a website or message. They may help store user preferences and ac vity, and may allow a website to recognize a particular browser or device. There are several types of ook ies, including, for example, browser cookies, session cookies, and persistent cookies. Cookies may ecord information you access on one page of a website to simplify subsequent�pinteraction with that websit •, or to help streamline your transactions on related pages of that website. Most major browsers are set up so tat they will initially accept cookies, but you might be able to adjust your browsers or device's preferences to ssue you an alert when a cookie is downloaded, or to block, reject, disable, delete or manage the use of s• e or all cookies on your browser or device • Retargeting pixels, which are cookie -based echnologies that might follow you across the web. • Web beacons, which are pieces of code - bedded in a website or email to monitor your activity on the website or your opening of the email, and wh is can pass along information such as the IP address of the computer or device you use to view the website o open the email, the URL page on which the web beacon is located, the type of browser that was used to a ess the website, and previously set cookie values. Web beacons are sometimes used to collect adverting data, such as counting page views, promotion views or advertising responses. Disabling your cam • uter's, device's or browser's cookies or other tracking technology features may prevent some web beacons f m tracking or recording certain information about your activities. • Tokens, which are digital • ejects or pieces of code that enable the tracking of emails and other electronic communications, online : ctivities and devices (such as, for example, tracking tokens, device tokens), or that authenticate the identi of individuals or devices authorized to access certain secured information (such as, for example, access tok s). Disabling your computer's, device's or browser's cookies or other tracking technology features may prey • t some tokens from tracking certain information about your activities. • Scripts, which a pieces of code embedded in a website to define how the website behaves in response to certain key or lick requests sent by the user. Scripts are sometimes used to collect information about the user's interactions ith the website, such as the links the user clicks on. Scripts are often times temporarily downloaded to the users computer or device from the website server, active only while the user is connected to the Site .r the App, and deactivated or deleted when the user disconnects from the Site or the App. Please be advi.ed that if you choose to block, reject, disable, delete or change the management settings for any or all of the aforeme-tioned technologies, then certain areas of the Site and/or the App might not function properly. By vi ting, accessing, registering with or using the Site and/or the App, you acknowledge and agree in eachinstance that au are giving Roil Kall permission to monitor or otherwise track your activities on the Site and/or the App, and that R. Il Kall may use the aforementioned technologies and/or other tracking, data aggregation and data analysis c h nol og ies. SUBSTITUTED 4. Use of Information Collected. Roll Kali may use the personal and/or non -personal information it collects from you through the Site and/or - e App in a variety of ways, such as, for example, to. • Place, fulfill, process and/or track your requests • Process your incoming or outgoing payments, time entries and invoices • Facilitate your movement through the Site and/or the App • Facilitate and maintain your access and use of the Site, the App and/or their respective oducts and services • Facilitate and maintain your accounts and profiles with Roll Kali • Provide customer service • Operate the Site, the App and their respective products and services • Send you communications like, for example, administrative emails, answers to your questions and updates about the Site and/or the App If provisioned to, monitor your activity while working a job through real-time apping and geolocation tracking, • Allow you to communicate with other Site and/or App users thr ugh communication tools designed within, the Site, the App • Provide you with information about Roll Kali, its parent, su. !diary or affiliated companies and/or their respective businesses, products and services by letter, em. I, text, telephone or other forms of communication • Provide you with customized content and services, lncl ding advertising and promotional information (e.g., targeted ads, retargeted ads), recommendations for co tent you might like, and cross-app or cross -site functionality across multiple third -party websites a d mobile apps • Provide you with information about third -party b sl nesses, products and/or services by letter, email, text, telephone or other forms of communication • Provide you with relevant personal and cont t information for job applicants, hiring parties and opportunities • Improve the Site, the App and/or their resp ctl ve content, features and services • Improve the products, services, market! n: and/or promotional efforts of Roll Kall and/or its parent, subsidiary or affiliated companies • Create new products, services, mark ing and/or promotions for RollKall and/or its parent, subsidiary or affiliated companies • Market the businesses, products : nd/or services of Roll Kall and/or its parent, subsidiary or affiliated companies /� • /Help personalize user ex per-- nces with the Site, the App and/or their respective products and services • /Analyze traffic to and thr. gh the Site and/or the App • Analyze user behavior d activity on or through the Site and/or the App • Conduct research and measurement activities for purposes of product and service research and development, advertising claim s .stantlatlon, market research, and other activities related to Roll Kali, its parent, subsidiary orpaffiliated cam .. nles, the Site, the App and/or their respective products and/or sery ices • Monitor the act- ities of you and others on or through the Site and/or the App Create V l • device fl ngerprl nts and profiles about the possible relationships among different browsers and devices • Create con mer profiles, which may combine your personal or non -personal information from the Site or the App wit your personal or non -personal information from another source or service • Protec or enforce Roll Kall s and/or its parent, subsidiary or affiliated companies respective rights and prop-. riles, and/or • Pr• ect or enforce the rights and properties of others (which may include you), assuming that Roll Kali believes has an obligation to do so. all reserves the right to use your personal and non -personal information when. SUBSTITUTED Required by applicable law, court order or other governmental authority (including, without limitation and by way of example only, in response to a subpoena or other legal process); and/or Roll Kall believes in good faith that such use is otherwise necessary or advisable (including, without limitation and b way of example only, to investigate, prevent, or take legal action against someone who may be causing injury to, interfering with, orr� threatening the rights, obligations or properties of Roll Kall, a user of the Site which may inc de you, a user of the App which may include you or anyone else who may be harmed by such activities or to furt er Roll Kall's legitimate business interests). 5. Sharing of Information Collected. Roll Kall will never sell or rent your personal information. Roll Kall will only share your personal disclosed in this Privacy Policy. ormati on as Roll Kall reserves the right, but not the obligation, to share your personal information wit the following. • Roll Kall's employees, independent contractors, agents and administrators, • Roll Kall's accountants, financial advisors and legal advisors, • RoliKall's parents, subsidiaries and affiliates, Service providers and other third parties who help Roll Kall provide, manage administer, maintain, monitor, distribute, operate or facilitate the Site or the App, who help RoliKall develop, mark- or provide its products and services, or who help further Roll Kali s business efforts (e.g., web hosting companies, we site administrators, mobile app distribution platforms, support services companies, data analysis companies, credi card or other payment processing companies, advertising partners), as needed in order for them to perform such s- vices, Law enforcement or other governmental entities in response to at Roll Kall believes to be an allegation or suspicion of illegal activity, a request relating to a civil or criminal inves gation, an allegation or suspicion of illegal activity, a subpoena, a court order, or any other activity that may expos. Roll Kall to liability if it does not act or comply, Any third parties who Roll Kall believes are necessary to r elp or allow Ro1I Kaiii to protect and enforce its rights and properties, including, without limitation, to enforce its r ghts under Roll Kall's Terms of Service or any other agreements Roll Kall has with you, and to protect and enforce its ' tellectual property rights, and/or Any third parties who Roll Kall believes are necessary to help or allow Roll Kall to protect the rights and properties of other (which may include you), assuming that •Il Kall believes it has an obligation to do so. If you are a job applicant or other user seeki • work opportunities with prospective hiring parties or other users of the Site who are placing, promoting or lookin to fill those work opportunities, then Ro1I Kaii also reserves the right, but not the obligation, to share your personal inf•rmation with those users (including those job hiring parties, coordinators, job recruiters, and their respective employes, agents, administrators and representatives). Similarly, if you are a hiring party or other user placing, promoti • or looking to fill work opportunities, then RoiiKaii also reserves the right, but not the obligation, to share your perso al information with those users (including their respective agents, coordinators, administrators, and representati -s). Roll Kall also reserves the ight, but does not have the obligation, to share your personal information with. your current emplo; er(s) for any reason that RollKall deems appropriate (including, without limitation, background checks), law enforcement or other governmental entities for any reason that Roll Kall deems appropriate (including, without limitation, •: ckground checks), and any th ir• parties in connection with or as a result of any potential or actual merger, acquisition or other event involving a chan e in ownership or control of Roll Kall or Roll Kall's business (whether by sale of assets, merger, stock purchase or o erwise). SUBSTITUTED Roil Kali does not limit the ways in which it might use or share non -personal information - and RonnKali reserves the unencumbered right, but not the obligation, to use or share non -personal information - because non -personal information does not identify you. For example, Roll Kali may freely share non -personal information with its par- t, subsidiary and affiliated companies, its vendors, its suppliers, its representatives and its customers, as well as w th other individuals, businesses and government entities. 6. Data Retention. Roll KaII may retain your personal information and non -personal information for as long as it bel iev -s necessary. Roll KaII may dispose of or delete any such personal information or non -personal information at a y ti me, except as set forth in any other agreement or document executed by both you and Roll Kall concerning the sa e or as required by law. 7. Transactions. In connection with any transaction that you conduct on, through or in relation to the ite or the App, you may be asked to supply certain information relevant to the transaction, including, without 1im itaion, your bank account number, credit or debit card number and expiration date, your billing address, your shipping a• • ress, your phone number and/or your email address. By submitting such information, you grant Roil Kall without c . rge the irrevocable, unencumbered, universe -wide and perpetual right to provide such information to third parti -s (e.g., payment processing companies) for the purpose of facilitating the transaction. Credit card, debit card and other monetary transactions on or throu online payment processing application. This online payment pro payment processing vendor. Roil Kall may permit third -party o tracking technologies (e.g., third -party cookies) in order to p Roil Kall's relationship with that vendor, if any, is merely Roll Kall's direction or control, thus, their relationship is franchisors -franchisees, agents -principals, employers- h the Site and/or the App may occur through an ssing application is provided by a third -party online ine payment processing vendors to use their own cess monetary transactions on the Site and/or App. ntractual in nature, and that vendor is in no way subject to ot, and should not be construed as, one of fiduciaries, mployees, partners, joint venturers or the like. 8. Third Parties and Their Applications and ( etwor Ks. /� sent through or as a function of the Site and/or the App might contain links to third -party websites, networks, pla forms, servers and/or applications. Third -party websites, networks, platforms, servers and/or applications m'• ht also contain links to the Site and/or the App. In addition, you might have the o• • ortunity to access the Site and/or the App using your online user accounts with certain third -party websites, net orks, platforms, servers or applications, which might be subject to separate privacy policies pertaining to those th d-party websites, networks, platforms, servers or applications. Roil Kall might also collect information from th e third -party websites, networks, platforms, servers or applications (such as, for example, your name, gender, date birth and personal interests, when you "like" or click links provided by or through those third -party websites, ne orks, platforms, servers, or applications and other information available through your online account or page with ose third -party websites, networks, platforms, servers or applications). To the fullest a tent permitted by law, Roll Kali is not responsible for, and you hereby release Roll Kall from any and all liability whi may arise from, such third -party websites, networks, platforms, servers and applications (including, without li station, the privacy policies and practices of such third -party websites, networks, platforms, servers and applicati-.ns). It is your responsibility, and your responsibility alone, to carefully read, accept and comply with any and all rel-. ant terms of use, waivers, and privacy policies associated with those third -party websites, networks, platforms, serv= s and applications. 9. Security. SUBSTITUTED Roll Kali implements security measures to help protect the personal information it collects through the Site and the Ap For example, Rol !Kali encrypts the transmission of information through the Site by using secure socket layer (SSL) technology. Regardless of the foregoing, please observe that perfect or 100% security does not exist on the Internet. herefore, your access and use off the Site and/or the App, and your opening of any communications sent through or . s a function of the Site and/or the App, are done at your own risk. To help maintain the security of your personal information, Roll Kali asks that you please notify i immediately of any unauthorized visit, access or use of/ the Site and/or the App, or the loss or unauthorized use of y. ur user access information for the Site and/or the App (e.g., userna me or password). 10. Retention, Review, and Change of Information Collected. You may request at any time that RollKall provide you with an opportunity to revie and change your personal information collected through the Site or the App, if any, or to no longer (use your personal information to provide you with any products or services. Please submit any such request ("Request Conce. ing Personal Information") to privacy@rollkall.com, with a subject line of Your Personal Information." For each Request Concerning Personal Information, please state Your 'ersonal Information in the email or letter subject line, and clearly state the following in the body. • the nature of your request, • that the request is related to "Your Personal Informati • your name, street address, city, state, zip code and e ail address, and • whether you prefer to receive a response to your r-quest by mail or email. Roll Kali is not responsible for any Request Concern g Personal Information that is incomplete, incorrectly labeled or incorrectly sent. You are solely responsible for the accuracy and content of your personal information, and for keeping your personal information current and correct. 11. Modifications of this Privacy Po amendment in writing. y• edified or amended unless you and Roll Kali approve any such modification or City of Miami, Florida SUBSTITUTED Project Number 21-22-025 25 EXHIBIT D CERTIFICATE OF INSURANCE AcisPRD CERTIFICATE OF LIABILITY I SUBSTITUTED (MM/DD/YY ) • INSURANCE DATE 06/12/20 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 tl,e certificate ~older is an ADDITIONAL INSURED, the policy(ies) n,.st have ADDITIONAL INSURED provisions or bee dored. If SUBROGATION IS WAIVED, ubJect to the terms and conditions of the policy, certain policies may require an endorsement. A star meat on this certificate does not confer rights to the certificate holder in lieu of such endorsernent(s). PRODUCER Threlkeld &Company Insurance 515 WSW Loop 323 Tyler TX 75701 CONTACT Nikki McKel NAME: ey PHONN , EA:(903) 581-0077 F�iC, Ne): (903) 306-0652 E-MAIL ADDRESS: nmckelvey@mrelkeld.com INSURER(S) AFFORDING COVERAG NAIC # INSURERA: Arced World Surplus Lines Ins. Co. 24319 INSURED RoIlKall Teohnologies, LLC. 600 Las Colinas Blvd Ste 900 Irving TX 75039 INSURER B: Mercury County Mutual lnsuran liomPe" 29394 INSURER : TEXAS MUTUAL INSURANC' COMPANY 22945 INSURERD: Trisere $peciahy Inserene _ ompany 16188 INSURERE: Berkley Insurance Cam. any 32603 INSURERF: Argonaut I-- 19801 COVERAGES CERTIFICATE NUMBER: 23/24 WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED N' ED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DO• MENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED REIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CL' MS. INSR LTR TYPE OF INSURANCE INSD NSDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 5200-4107-00 . ., • ',441/2022 . 1 " ✓ 09/01/2023 EACH OCCURRENCEDAMAGE $ 1,000,000 CLAIMS -MADE X OCCUR 10 PREMISES EELEN I EU —re^Ce) $ 100,000 MED EXP (An„ o.,e pa.-o.�) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GENII_ AGGREGATE X LIMIT APPLIES FRO JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,OOQ000 Errors &Omissions $ 1,000,000 B AUTOMOBILE X LIABILITY ANY AUTO OWNED �/ /'s X SCHEDULED AUTOS NON -OWNED AUTOS ONLY 1 III `^' ' �/ BA42000002�71 ^� �l ^ ®f`^' lY`)- V O I 09/23/2022 09/23/2023 COMBINED SINGLE LIMIT (Ea a«.da.�t) $ 1,000,000 BODILY INJURY (Pa, pe.�o..) $ BODILY INJURY (Pe, e«,da.() $ PROPERTY DAMAGE (Pa, a==.dear) $ $ A X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE V 5�1-17; -00 09/01/2022 09/01/2023 EACH OCCURRENCE 10,000,000 $ AGGREGATE $ 10,000,000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Me..a.snr,.:.. NH) I(v.., a DESCRIPTION OF OPERATIONS ea,o,,,, Y / N N / A •002095119 06/13/2023 06/13/2024 X PER STATUTE OTH ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1000,000 $ , D Cyber Liability ATB-6612495-02 09/01/2022 09/01/2023 Aggreg axe Deductible $1,000,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VE LES (ACORD 101, Additional Remarks Sancta tale, may beat . . ... . .. 4 ..a) The general liability and automobile polio'-s Include a blanket automatic additional Insured endo sement provision that provides additional Insured status to the certificate holder only when there is . written contract between the insured and the certificate holder that requires such status. The general liability, automobile anworkers compensation policies include a blanket automatic waiver of subrogation endorsement that provides this feature only when there Is a wrlxt- contract between the named Insured and the certificate holder that requires it. CERTIFICATE HOLD CANCELLATION City of Miami c/o Procurement Department 444 SW 2nd Avenue, 6th Floor FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 7.6ze. 4.3:74.14.14,Le © 1988-2015 ACORD CORPORATION. An rights reser ed. ACORD 25 (2016/03) The ACORD name and logo are registered marks ofACORD SUBSTITUTED AGENCY CUSTOMER ID: 00017443 LOC #: ADDITIONAL REMARKS SCHEDULE Page AGENCY Tbreikeid &Company Insurance NAMED INSURED RoiiKaii Technologies LLC. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Cert.cate o. L ab ty Insuran, The general liability policy is primary non-contributory when required by written contract or agreement. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. A.. �ighrs �e�e� ed. T„e ACORD a . e ar,d logo are or ACORD SUBSTITUTED AGENCY CUSTOMER ID: 00017443 LOC #: ADDITIONAL REMARKS SCHEDULE Page AGENCY Th eIkeId & Company Insurance NAMED INSURED RokKall Technologies, LLC. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Ce a e of L ah Ih an, Carrier (E): Berkley Insurance Company Policy #: BCCR-45004935-20 Effective Date: 9/1/2022 to 9/1/2023 Employee Theft: $1,000,000 Forgery or Alteration: $1,000,000 Computer & F,.nds Tra s.er Fraud: $1,000,000 Money Orders and Counterfeit Money: $50,000 Corporation Deception Fraud: $50,000 Deductible: $10,000 Carrier (F): Argone ut I. Co. PoHey # B-WC-OS-17443 Effective Date: 06/13/2023 to 06/13/2024 E. L. Each Aoaden: $1,000,000 E. L. Disease - EA Employ: $1,000,000 E. L. Disease - P01,0y L mit: $1,000,000 AC RD 101 (2008/01) © 2008 ACORD CORPORATION. A.. T„e ACORD a . e mr.a logo are or ACORD Fro.,,. To: Cc: S,.ejec�: D. Aileen SUBSTITUTED RE: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI 13, 2023 10:24:51 AM The COI is adequate. Regards, Terry M. Quevedo City of Miami Risk Management Department ih loor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fa. 5'elte,Ofg. gelhaoreal turd otvc From: Carbonell, Aileen <ACarbonell@rrn> Sent: Tuesday, June 13, 2023 10:17 AM To: Gomez Jr., Francisco (Frank) <FGGmez miamigov.com> Cc: Quevedo, Terry <TQueveLlo rrn iam ov.com>; Aviles, Yesen is <YAviies@m is migov.com> Subject: PROCUREMENT INSURANCE 'EVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Importance: High Good morning, Please review the insur ce attached at your earliest convenience and advise if adequate according to insurance require ents contained therein. Thank you! Kind roger Aileen arbonell, MPA Procure ent Assistant Depa ment of Procurement 44SW 2nd A--, 6° Ft.— .nal, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarbonell@miamigov.com SUBSTITUTED Remit W9 to: PurchasingSupplierAdmins@miamigov.com Website: https.//beta.miamigov.com/Governm ent/De partm ents-Orga nizations/Procu re m ent "Serving, Enhancing, and Transforming our Comm ' nity" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged a CO;ifidential information. It is intended only for the use of the person(s) named above. If you are not the inte nt, you are hereby notified that any review, dissemination, distribution, or duplication of this commu6.I16n is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by repl'E-Mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most writiO corntrhi cations to or from City of Miami employees regarding City business are public records, availabf. tli e j4iOli6 and media upon request. Therefore, this e-mail communication may be subject to public dis clo suiF.b: /1 / o City of Miami, Florida SUBSTITUTED Project Number 21-22-025 EXHIBIT E INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT 26 Commercial General Liability A. B. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsem-n Business Automobile Liability A. B. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled�IAuto Including Hired, Borro Any One Accident Endorsements quired City of Miam listed as an additional insured Worker's Co • ensation Limits of Lia.ility Statutory- ate of Florida Waiver o Subrogation Compa y Employees Only- m oyer's Liability $1,000,00 $ 2,000, $ 1,00 $ 1,0 0 ,000 0,000 $ 1,000,000 Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit City of Miami, Florida IV. V. V. SUBSTITUTED Project Number 21-22-025 Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $3,000,000 $3,000,000 Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $2,000, $2,00 0 ,000 Consultant agrees to maintain professional liability rrors & Omissions coverage, along with Network Security and Privacy Injury (Cy. er) coverage, for a minimum of 1 year after termination of the contract period bject to continued availability of commercially reasonable terms and conditions .f such coverage. Umbrella Liability Each Occurrence Policy Aggregate $3,000,000 $3,000,000 City listed as additional ins red. Coverage is excess over all applicable Liability policies containe herein The above policies shall provid the City of Miami with written notice of cancellation or material change from the ins er in accordance to policy provisions. Companies authorized to .o business in the State of Florida, with the following qualifications, shall issue all insurance .olicies required above. The company ust be rated no less than "A-" as to management, and no less than "Class V" a to Financial Strength, by the latest edition of Best's Insurance Guide, published .y A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or ertificates of insurance are subject to review and verification by Risk Mana.ement prior to insurance approval. 27 City of Miami, Florida SUBSTITUTED Project Number 21-22-025 28 EXHIBIT F COMPANY RESOLUTION AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be provided upon document execution) SUBSTITUTED WRITTEN CONSENT OF THE SOLE MEMBER OF ROLLKALL TECHNOLOGIES, LLC July 12th, 2023 The undersigned, being the sole member (the "Sole Member") of RollKall Tec nologies, LLC, a Delaware limited liability company (the "Company"), signs this written consent to evence its consent to the resolutions set forth below. WHEREAS, Chris White was appointed President of the Company February 1st, 2023 and continues to serve in such capacity; WHEREAS, the Sole Member now wishes to document the aut of the Company. of Chris White as President NOW, THEREFORE, BE IT RESOLVED, that Chris / ite, in his capacity as President of the Company, shall have full power and authority to authorize and ter into any and all transactions and to execute and deliver any and all instruments, documents and a. ements of every kind and nature on behalf of the Company, which he deems necessary or appropriate . d in the best interests of the Company; and further RESOLVED, that any action heretofore tak- and any instruments, documents and agreements heretofore executed by Chris White, in his capacity . s President, on behalf of the Company, shall be, and the same hereby are, ratified, approved and confired; and further RESOLVED, that the foregoing shall emain in effect until such authorization is revoked by action of the Sole Member or until such time as hris White no longer serves as President of the Company, whichever occurs sooner. emainder of Page Intentionally Blank] SUBSTITUTED This Written Consent is effective as of the date first set forth above. THE STATE OF COLORADO COUNTY OF § SOLE MEMBER: ATHOS GROUP, LLC, a Te . s limited liability company By: Name: hris White Title: Chief Executive • fficer NANCY WANG I NO 'ARY PUBLIC - STATE OF COLORADO NOTARY ID 20224047060 Y COMMISSION EXPIRES DEC 15, 2026 This instrument was acknowledged before me o the day of ,y .\\ , 2023, by the above -named person. Notary Public My Com ission Expires: 1tqt5 ?.(cuo WRITTEN CONSENT OF SOLE MEMBER OF ROLLKALL TECHNOLOGIES LLC to of Colo City of Miami, Florida SUBSTITUTED Project Number 21-22-025 29 EXHIBIT G End User Agreement with Client SUBSTITUTED Miami P o l i c e Department is dedicated to working with the community to provide outstanding p o l i c e s r v i c e s that positively impact the quality of life of the citizens of Miami. We're excited to help our area individuand businesses with by providing a police presence for heightened safety and security. Requesting an Officer is Easy Miami PD's off -duty program is managed by RollKall. Once your request has been received via the f m on the right or by calling (855) 765-5525, Ro1IKa1I will contact you within 15 minutes to confirm the job request. They will th coordinate with Miami PD to schedule an officer. City of I V liami Police Department Rates & Fees SUBSTITUT Minimum Officer Rate Ciffy of Miami Admin Fee I oliK ll Service Charge Credit Card Fee Workers' Compensation Insurance Permitted Jobs 4.00 per hour 4.0 per hour Non -Permitted Jobs Fill out form to request First Name * Last Name * Email Company nam Securi ocation Address fficer ity State/Region Postal code Type of Job Starting Date Start Tim e v (Ending Time 1 H Number of Officers Requested? Additional Comments 9 i Submit I General Requirements and Rates SUBSTITUTED • You, the "Client," agree to the following ter ' and conditions in order to request an off -duty officer(s). • The Miami Police Department al • ws officers to provide certain off -duty services to the public. The he Department does not require/� members to work and doe not guarantee all or any requests will be filled. Services for off -duty requests are strictly voluntary. tk11 requestsr�should be ade at least 48 hours prior to the event and are subject to approval. • A11 approved • b s have a four (4) hour minimum. If the event is canceled without a 24-hour notice or concludes before the four (4) hour o d , payment will be made for the full four (4) hours. • - mbers who accept any special duty assignment may only act or perform within their designated scope and within the requested and approved description for the detail. SUBSTITUTED • Prepayment for each job is required unless explicit authorization is granted by the Miami Police Department for an alternative payment option. • A l l payments must be made through the R o I I K a l l Platform - no other forms of payment will be accepted. Job Assignments & Schedules • A I I job requests will be approved in accordance with Miami PD rules and regulations. After the jo has been scheduled, you will be notified by a member of the R o I I K a l l team with the information regarding the job. • Off -duty employment is voluntary and is done on the officer s time off from the Department. Officers assigned to an off -duty event are subject to recall by the agency at any time. • A supervisor must be added if more than four (4)office rs are requested .r required for an assignment. Normally, a ratio of 4 officers to 1 supervisor will be maintained as members are added to t h e Permitted Jobs Assignments that require permits and approval from the C. coordination using the Rollkall platform. Insurance Client is required to obtain and maintain the fa owing insurance coverage(s) prior to the start of an off -duty job. Client must add the City of ent, but staffing will be considered on a case -by -case basis. Office of Film & Entertainment will be forwarded to MPD for scheduling and Miami as an additional insured and as a cer " icate holder to its commercial general liability, auto liability, and workers' compensation policies. All such certificates shall be pro . ded to RollKall prior to the start of an off -duty job. If, in the City's sole judgment, prevailing conditions warrant the provision of ad ional liability insurance coverage or coverage of a different kind, the City's Risk Management Director reserves the right to requi a provision of an amount of coverage different from the amount previously required and shall afford notice of such change in require e n t s . Should Client fail or refuse to satisfy the insurance requirements hereunder, the off -duty job may be cancelled. Client understand and agrees that any liability regarding injury to property or person related to an off -duty job, including injuries to the off -duty officer(s), .hall be borne solely by the Client and shall survive the termination of this agreement. m ercial General Liability Limits of Liability. ▪ Uodily Injury and Propert Damage Liability • Each Occurrence • General Aggregate Limit $1 ,000,000.00 $2,000,000.00 $1 , 000, 000.00 SUBSTITUTED Products/Completed Operations $1,000,000.00 • Endorsements Required. ▪ City of Miami listed as additional insured ▪ Contingent & Contractual Liability Premises and Operations Liability • P r i m a r y Insurance Clause Endorsement • Business Automobile Liability ▪ Limits of Liability. • Bodily Injury and Personal Property Damage Liability ▪ Combined Single Limit O w n e d/ S c h e d u l e d Autos ▪ Including Hired, Borrowed • Any one accident • Endorsements Required. ▪ City of Miami listed Workers' Compensation • Limits • • or Non -Owned Autos $1 , 000, 000.00 as additional insured of Liability. Statutory State of Florida Waiver of Subrogation Company Employees Only • Employer's Liability: • $100,000.00 for ▪ $100,000.00 for ▪ $500,000.00 for bodily injury caused b y an accident, each accident bodily injury caused . y disease, each employee bodily injury c a u s e d by disease, policy limit The above policies shall provide the City of Miami wit policy provisions. written notice of cancellation or material change from the insurer in accordance with All policies must be provided by companies thorized to do business in the State of Florida, with the following qualifications. The company must be rated o less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of B: 's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policie . nd/or certificates of insurance are subject to review and verification by the City's Risk m e n t prior to insurance approval. Client is responsible f . r assuring that the insurance certificates required under this agreement remain in full force and effect for the duration of this agreement including any subsequent off -duty jobs. ROL ALL AND CLIENT UNDERSTAND AND AGREE THAT WHILE OFFICERS ARE ENGAGED IN AN OFF -DUTY JOB THAT ALL LIABILITIES, D AGES, LOSSES, JUDGMENTS, AND COSTS, INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES, TO THE EXTENT THAT THE SAME ARISE FROM THE PERFORMANCE OR NONPERFORMANCE OF THE OFFICER, INCLUDING INJURY TO THE OFFICER FOR PURPOSES SUBSTITUTED OF WORKERS' COMPENSATION UNLESS THE OFFICERS ARE ENGAGED IN INHERENT POLICE FUNCTIONS AT THE TIME OF THEIR AS PROVIDED BY FLORIDA LAW, SHALL BE MADE AGAINST THE CLIENT'S INSURANCE POLICIES. ROLLKALL UNDERSTANDS ALL CLIENTS MUST PRESENT AS A CONDITION PRECEDENT TO ASSIGNING ANY CITY OF MIA TO ANY OFF DUTY JOB, PROOF OF VALID INSURANCE FOR ALL LIABILITIES, DAMAGES, LOSSES, JUDGMENTS, AND C BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES, TO THE EXTENT THAT THE SAME ARISE FROM THE PERFO NONPERFORMANCE OF THE OFFICER, INCLUDING, BUT NOT LIMITED TO GENERAL LIABILITY AND WORKERS' INSURANCE. A CLIENT'S FAILURE TO POSSESS VALID GENERAL LIABILITY AND/OR WORKERS' COMPENSAT GROUNDS FOR TERMINATION OF THIS AGREEMENT AT THE SOLE DISCRETION OF THE CITY OF MIAMI. U RI ES, POLICE OFFICER TS, INCLUDING ANCE OR PENSATION N INSURANCE SERVES AS Should the Client be unwilling or unable to provide the insurance coverage(s) required above, th n Client may purchase such coverage from RollKall for 5% of the officer's rate. Such fee can only be waived if the requester of service c. - show proof of insurance. nd e n. nifica tion Client shall indemnify, hold and save harmless, and defend (at its own cost and <xpense), the City, its officers, agents, directors, departments, and/or employees (collectively "Indemnitees"), from all liabiliti-:, damages, losses, judgments, and costs, including, but not limited to, reasonable attorney's fees, to the extent the same arise from t performance or nonperformance of this agreement by the Client, its agents, including, but not limited to, the off -duty officer actinwithin the scope of the off -duty job, and employees. Client shall further, hold the City, its officials and employees, indemnify, hold a . save harmless for, and defend (at its own cost), the Indemnitees against any civil actions, administrative, regulatory, statutory, or imilar claims, injuries, or damages arising or resulting from the off -duty job. In the event that any action, cause of action, claim, dem or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), the Client shall, upon written - otice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. Nothing in is section is intended to act as a waiver of the City's sovereign imm unity beyond the limitations set forth in Section 768.28, Florida Stutes, as amended. Cancellation Policy A24 hour notice is required to cancel a jobf the request is canceled within 24-hours of the job, the requestor will be required to pay admin fees and a minimum four hour off" er rate fee. Please call RoilKall at (855) 765-5525 for cancellations or changes. SUBSTITUTED iorg vniol r of r1 OILPosLA\arioil' an official Stale of Florida wbsii Department of State / Division of Corporations 1 Search Records f Search by Entity Name Detail by Entity Name Foreign Limited Liability Company ROLLKALL TECHNOLOGIES, LLC Filing Information Document Number M20000001354 FEI/EIN Number 82-3442618 Date Filed 02/03/2020 State DE Status ACTIVE Principal Address 600 Las Colinas E Suite 900 Irving, TX 75039 Changed: 04/20/2021 Mailing Address 600 Las Colinas E Suite 900 Irving, TX 75039 Changed: 04/20/2021 Registered Agent Name & Address CORPORATION SERVICE CO ANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Authorized Person(s) De iI Name & Address Title Manager POCH, B JAMIN 600 Las olinas E Suite 00 Irvi'g, TX 75039 Title Treasurer Schmitz, Michael DIVISION OF DORPORATIOK 600 Las Colinas E Suite 900 Irving, TX 75039 Annual Reports Report Year Filed Date 2021 04/20/2021 2022 04/06/2022 SUBSTITUTED Document Imam 04/06/2022 -- ANNUAL REPORT View image in PDF format 04/20/2021 -- ANNUAL REPORT View image in PDF format 02/03/2020 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporation