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HomeMy WebLinkAboutBack-Up DocumentsCity 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, Irvin, 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. The 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 1 City of Miami, Florida Project Number 21-22-025 incorporated into and made a part of this Agreement and attached hereto as Exhibit "E". The Company Resolution is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". 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 F in that order. 2. TERM: The Agreement shall become effective on the date on the first page, and shall be for the duration of two (2) years: initial term of one (1) year, with an option to renew for one (1) additional one (1) year period with City of Miami Commission approval. The City, acting by and through its City Manager, shall have the option to terminate the 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 the in 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. C. Contractor shall at all times provide fully qualified, competent and physically 2 City of Miami, Florida Project Number 21-22-025 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. 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 Project Number 21-22-025 D. Prices shall remain firm and fixed for the term of the Contract, including any renewal or extension periods unless Customer Price Index ("CPI") adjustment clause is requested and accepted pursuant to the Solicitation. 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 4 City of Miami, Florida Project Number 21-22-025 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) 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 5 City of Miami, Florida Project Number 21-22-025 documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply 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 the 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 PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE 6 City of Miami, Florida Project Number 21-22-025 CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 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. 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), 7 City of Miami, Florida Project Number 21-22-025 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 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 the Contract. 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 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 City Commission approval); or (iii) 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 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 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 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 the City'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 the City's Director of Risk Management; or (ii) the City may, at its sole discretion, terminate the 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 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 12 City of Miami, Florida Project Number 21-22-025 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 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 13 City of Miami, Florida Project Number 21-22-025 which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 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. 14 City of Miami, Florida Project Number 21-22-025 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 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 15 City of Miami, Florida Project Number 21-22-025 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, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the 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. 16 City of Miami, Florida Project Number 21-22-025 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the 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. 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 the 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: 17 City of Miami, Florida Project Number 21-22-025 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 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 City of Miami Code Section 2-611, as amended ("City 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 18 City of Miami, Florida Project Number 21-22-025 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 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 City of Miami, Florida 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) "City" ATTEST: By: By: Print Name: Benjamin Poch Title: President (Authorized Corporate Officer) CITY OF MIAMI, a municipal corporation Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Director of Risk Management 20 City of Miami, Florida Project Number 21-22-025 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, RollKall Technologies a LLC (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 of Directors (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 Directors (same as identified above) that this company is authorized to enter into the Agreement with the City, and the President (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 22 RollKall Technologies day of September 2022. ("Contractor") An Texas (State) Company By (sign) Print Name: Benjamin Poch TITLE: President (sign) Print Name: 21 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 EXHIBIT A AGREEMENT RELATED TO THE USE OF ROLLKALL PLATFORM 1. The City of Miami's ("City") Police Department ("MPD" or "Department") is seeking the services of RollKall Technologies, LLC ("RoliKall" or "Contractor") to provide software to assist the department in their managing and administering its Special Events Unit. This shall include all extra -duty police details, including service requests, invoicing/collecting payments, and remitting payments to the various police officers that render extra -duty police services ("Officers") and the City. The System shall provide the following: 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"); 1. 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; 2. 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 3. Ensure that officers are paid via direct deposit, ideally within twenty-four (24) hours, but no more than two (2) business days of the payment being received. 4. Allow for creation and distinction between the following job categories: special event/temporary job/permanent/ status 5. Provide year-end earnings summaries and 1099 documents to officers who have worked extra -duty assignments when applicable; and 6. Maintain/upgrade the System as needed to ensure functionality throughout the term of the resultant contract and any/all extensions. 7. Have email and text capabilities to send relevant information for the extra -duty job to the officer(s) who are hired; 8. 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; 9. Provide one billing portal to receive payments from companies/vendors/persons requesting extra -duty police services; 10. Automatically notify applicants and assigned officers of changes or detail cancellations; 11. Facilitate two-way messaging between administrator(s) and officer(s)/client(s); 12. Automatically prepare client invoices based on officer -submitted timesheets; 13. Generate reports for tracking of individual officers' hours worked and fees collected; 14. Allow for rules to be set to ensure that officers do not exceed the weekly extra -duty time/jobs limits per departmental guidelines or conflict with regular work schedule. 15. A Apply different rates for extra -time work based upon factors such as the nature of the job, hours, officer rank/certifications based on the rates as provided by MPD. 16. Allowing for combining multiple invoices from the same client on one invoice. 17. Facilitate digital payments (ACH & Credit Card) between clients and officers in a single transaction within the application; 18. Facilitate digital payments (ACH & Credit Card) of administrative surcharges to the City; 19. Allow for refunding of unused funds back to client. 20. Allow for adding of officers and/or hours, after a job has began and for payment of the difference to be able to be collected under the same job number. 21. Related or ancillary duties as may be assigned by the MPD Chief. 22. Allow to post, edit and hire officers prior to payment, regardless of when payment is made. 23. Allow to manually change officer after the job has started. 24. Keep track of all changes made manually for audit purposes 25. Allow for multiple hires/removals, days/hour/rates at the same time, and under one job number; and 26. Generate a staffing roster for each job. 2. Fees City acknowledges and agrees that: (i) if the recipient ("Client") of services from the Department's extra -duty officers ("Jobs") uses RollKall's payment platform to pay invoices, then the Client shall pay to Contractor a fee in consideration of Contractor's processing of RK Payments (defined below) through the System equal to 3% of the aggregate of all such RK Payments, and (ii) if Client pays via credit card they shall also pay a 2.99% processing fee; (iii) payments payable to the City or the Officer for the Jobs include (a) 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. For purposes of this Contract, the term "RK Payments" means payments payable to the Officers by Clients for Jobs that are processed through Rol1Kall's Payment System. This fee is inclusive 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 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 3. In connection with Department's use of and access to the RollKall Platform, Department acknowledges that Department will be required to provide to R011Kall sensitive information related to the identity, residence, compensation and other personally identifiable information of extra -duty officers that are authorized by Department to provide services in connection with the Program (any such information, the "Information" and any such officers, the "Authorized Officers"). Department further acknowledges that the Information may be accessible by its Authorized Users. Department and RollKall agree: (i) to use the Information only in connection with the 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. Department shall be responsible for maintaining the current status of Authorized Officers on the RollKall Platform and shall restrict access to the RollKall Platform solely to its active Authorized Users. 4. Department acknowledges and agrees that the Authorized Users may act as Department's agent in connection with Jobs. 5. Department 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 Department suspects or otherwise becomes aware that any unauthorized party may be using the RollKall Platform or the Information in a manner not authorized hereunder, Department shall immediately notify RollKall 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 RollKall Platform. [Remainder of Page Intentionally Blank] 2 32331477v.2 City of Miami, Florida Project Number 21-22-025 EXHIBIT B TERMS & CONDITIONS FOR GOVERNMENT AGENCIES 23 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 RollKall Technologies, LLC. ("Company" or "RoliKall") governing your use of the RollKall 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. RoliKall Platform Connects Officers and Clients The RoliKall 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. 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 RollKall 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 RollKall 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 governmental 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 RollKall 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 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 RollKall 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. RollKall 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 RollKall 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 RollKall Platform utilize RKPay, RoliKall 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 RoliKall 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 RoliKall 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. 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 RoliKall 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 RollKall 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 RollKall Platform, you may not share your personal contact information with other Users. Without limitation, while using the RoliKall 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 RoliKall 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. • 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 RollKall 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 RollKall 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 RoliKall 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 Usemames 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 RoliKall 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 Usemames 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 RoliKall Platform in the event that Company, in its sole discretion, determines that you have breached this Agreement (a "User Breach") 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 RollKall 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 RollKall 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 RollKall 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 RollKall Platform, (b) facilitate the carrying out of Jobs through the Rol1Kalt 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-texts@?RollKall.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 RollKall 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 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 governing 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 RollKall 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 RollKall 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 web sites that are framed by the RollKall 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 RollKall 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 RollKall 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 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 govem 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 RollKall 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 RollKall Platform. You will have the ability to disable the connection between your account on the RollKall 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(cr��RollKall.com, Company will deactivate the connection between the RoliKall 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 Username 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 RollKall 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 RollKall 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 Constitution ("Public Records Law"), Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Rol1Kall 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 Rol1Kall 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: Rol1Kall, LLC. 600 E. Las Colinas Blvd. Suite 550, Irving, TX 75039 or copyright@RollKall.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 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 borne 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; (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 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 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 RollKall 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 RollKall 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. City of Miami, Florida Project Number 21-22-025 EXHIBIT C CONTRACTOR PRIVACY POLICY 24 EXHIBIT C Rol1Ka11 Privacy Policy RollKall 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 RoliKall collects through the Site and the App; • how RoliKall collects such information; • how RoliKall 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 RoliKall may collect from you. 1. A Special Note About Minors. The Site is a general audience website 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. RoliKall 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 RoliKall 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 privacy@rollkall 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 RollKall 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 RoliKall 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 RollKall 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 RollKall 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 • 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. RollKall 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 RollKall 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 RollKall may collect any personal or non -personal information provided therein or therewith. RollKall 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 RollKall may use the aforementioned technologies and/or other tracking, data aggregation and data analysis technologies. 4. Use of Information Collected. RollKall 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 RollKall • 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 RollKall, 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 web sites 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 RollKall and/or its parent, subsidiary or affiliated companies • Create new products, services, marketing and/or promotions for RollKall and/or its parent, subsidiary or affiliated companies • Market the businesses, products and/or services of RollKall 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 RollKall, 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 Rol1Kall'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: 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 RollKall 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 RollKall, 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 RollKall's legitimate business interests). 5. Sharing of Information Collected. RollKall will never sell or rent your personal information. RollKall will only share your personal information as disclosed in this Privacy Policy. RollKall reserves the right, but not the obligation, to share your personal information with the following: • RollKall's employees, independent contractors, agents and administrators; • RollKall's accountants, financial advisors and legal advisors; • RollKall'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 RollKall'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 RollKall 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 RollKall to liability if it does not act or comply; Any third parties who RollKall believes are necessary to help or allow RollKall to protect and enforce its rights and properties, including, without limitation, to enforce its rights under RollKall's Terms of Service or any other agreements RollKall has with you, and to protect and enforce its intellectual property rights; and/or Any third parties who RollKall believes are necessary to help or allow RollKall to protect the rights and properties of other (which may include you), assuming that RollKall 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 RollKall 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). RollKall also reserves the right, but does not have the obligation, to share your personal information with: your current employer(s) for any reason that RoliKall deems appropriate (including, without limitation, background checks); law enforcement or other governmental entities for any reason that RollKall 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 RollKall or RollKall's business (whether by sale of assets, merger, stock purchase or otherwise). RollKall does not limit the ways in which it might use or share non -personal information - and RollKall 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, RollKall 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. RollKall 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 RollKall 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. Ro11Kall'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. RollKall 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 RollKall 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. RollKall implements security measures to help protect the personal information it collects through the Site and the App. For example, RollKall 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 privacyc 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. City of Miami, Florida Project Number 21-22-025 EXHIBIT D CERTIFICATE OF INSURANCE 25 / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/13/2022 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 RollKall Technologies, LLC. 600 Las Colinas Blvd Ste 900 Irving TX 75039 INSURER B : Mercury County Mutual Insurance Company 29394 INSURER C: Texas Mututal Insurance Company INSURER D : Trisura Specialty Insurance Company INSURER E : Berkley Insurance Company INSURER F : Argonaut Ins. Co. COVERAGES CERTIFICATE NUMBER: 22/23Autow/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 IANSD DDL UBR SWVD POLICY NUMBER POLICY F (MMIDpp Y POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 5200-4107-00 /`� V <( O O� 4444DAMAGE 9/01/2022 �!' ,[vim 09/01/2023 EACH OCCURRENCE 1,000,000 $ CLAIMS -MADE X OCCUR 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 AUTOS ONLY HIRED AUTOS ONLY �/ /• ....,/^ / /� SCHEDULED AUTOS NON -OWNED AUTOS ONLY `� 4 0 I'\' BA42061e 41 1\..J . �O 09/23/2022 09/23/2023 CO accident)BINED COMBINED SINGLE LIMIT(Ea $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PR(PerOPERTY DAMAGE accident) $ $ A X UMBRELLA LIAB EXCESS LIAB OCCUR41q4(: CLAIMS -MADE �201-1783-00 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? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N Y N /A 0002079181 06/13/2022 06/13/2023 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, automobile and umbrella 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, workers compensation and umbrella 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: _ \ 4.14AUL ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00017443 LOC #: ACC]R[J) 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) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Athos Group, LLC Limited Liability Company, Additional Named Insured OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC AGENCY CUSTOMER ID: LOC #: ACC]R[J) 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 # WC 928878776574 Effective Date: 06/13/2022 to 06/13/2023 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 From: To: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell. Aileen RE: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Thursday, October 13, 2022 2:33:55 PM imaae002.onq Hello Aileen, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez©a miamigov.com "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Thursday, October 13, 2022 2:30 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: Fwd: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Should you have any questions or concerns, please do not hesitate to contact me at information listed below. 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: acarboneII( miamigov.com Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement Image "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. CONFIDENTIAL COMMUNICATION 41/ The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication 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: IsV Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Carbonell, Aileen Sent: Thursday, October 13, 2022 12:52:31 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com> Cc: Quevedo, Terry <TQuevedoPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR ROLLKALL TECHNOLOGIES LLC COI Good afternoon, 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 CONFIDENTIAL COMMUNICATION Facsimile: (305) 416-1925 Email: acarbonell(@miamigov.com Remit W9 to: PurchasingSupplierAdminsl@miamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our C,mmunity" ,*/ The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sejjder by reply e-mail and destroy all copies of the original message. Thank you. V *Please Note: Nt. ' Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. City of Miami, Florida Project Number 21-22-025 EXHIBIT E INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS -PROFESSIONAL SERVICES AGREEMENT 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 Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage 26 City of Miami, Florida Project Number 21-22-025 Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000 $1,000,000 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Retro Date Included $1 ,000,000 $1,000,000 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. 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 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 DIVISION OF CORPORATIONS J{`/f iSJi''11f an official Stare of Florida website 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 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 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 Filed Date 2021 04/20/2021 2022 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 DocuSign Envelope ID: A24C28D3-9E82-4915-9A58-2CA8BE5F5802 WRITTEN CONSENT OF THE SOLE MEMBER OF ROLLKALL TECHNOLOGIES, LLC 9/30/2022 1 7:55 AM CDT , 2022 The undersigned, being the sole member (the "Sole Member") of RoliKall Technologies, LLC, a Delaware limited liability company (the "Company"), signs this written consent to evidence its consent to the resolutions set forth below. WHEREAS, Ben Poch was appointed President of the Company on May 26, 2022 and continues to serve in such capacity; WHEREAS, the Sole Member now wishes to document the authority of Ben Poch as President of the Company. NOW, THEREFORE, BE IT RESOLVED, that Ben Poch, 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 Ben Poch, 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 Ben Poch no longer serves as President of the Company, whichever occurs sooner. [Remainder of Page Intentionally Blank] DocuSign Envelope ID: A24C28D3-9E82-4915-9A58-2CA8BE5F5802 This Written Consent is effective as of the date first set forth above. SOLE MEMBER: ATHOS GROUP, LLC, a Texas limited liability company CIu<s t 4e. THE STATE OF TEXAS COUNTY OF Dallas By: Name: Chris White Title: Chief Executive Officer 30th September This instrument was acknowledged before me on the day of the above -named person. My Commission Expires: c C I OS�aoa c..e NotPublic — Statle,c exas Jenni Michelle Razo My Commission Expires 9/5/2026 Notary ID 12011226 WRITTEN CONSENT OF SOLE MEMBER OF ROLLKALL TECHNOLOGIES LLC , 2022, by