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HomeMy WebLinkAboutVEOCI - 2025-09-01 veocl Veoci Master Services Agreement for Huntington Beach , CA ‘h` Prepared for: Mr. Brevyn Mettler Prepared by: Mark Demski, CEM June 30, 2025 MSA Number: P-20250610Hu873386 SKI veoci June 30, 2025 Mr. Brevyn Mettler Emergency Management Administrator City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648-2702 Dear Brevyn: Veoci Inc. ("VEOCI") is pleased to offer Huntington Beach, CA (the "Customer") this Master Services Agreement and schedules (this "Agreement") for the use of VEOCI's Veoci software and the services described in the relevant order form ("Order Form"), which is attached as Schedule D. RECITALS a. VEOCI is the owner of, or has the right to grant access according to the terms of this Agreement, to certain cloud-hosted software applications, namely the Veoci Platform (defined below) available for access and use by Customer via https://veoci.com, as well as any additional services relating to its use as are set forth in the applicable Order Form (collectively, the"Service"), as contemplated under this Agreement. b. This Agreement sets out the contracting framework between VEOCI and Customer in relation to the provision of the Service. c. VEOCI agrees to provide the Service under the terms of an Order Form, as contemplated under this Agreement. Veoci, Inc. Huntington Beach City-CA Executed by Authorized Representative Executed by Authorized Representative lw n Signature: Dr.Sukh Grew Signature:9 9 Print Name:-bristok3e --prFord. Print Na e: (L. c_ t'_(j Title:--V-R-of-Sales&-Partnerships-- CEO Title: ii-t Date: 8/18/2025 Date: fi3/X5 #1486241794 20250818 APPROVED AS TO FORM By: MICHAEL J.VIGLIOTTA CITY ATTORNEY CITY OF HUNTINGTON BEACH Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demskiVveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email Igpaf@yeccccor i 2 veoci Agreement Structure, Order Form and Ordering The Agreement is in four parts: 1. Schedule A: General Subscription Terms &Conditions 2. Schedule B: Service Level Agreement (SLA) 3. Schedule C: Support Agreement 4. Schedule D: Order Form. The purpose of this Agreement is to: a. establish a general contracting framework between the parties; b. set out the terms governing the overall relationship between the parties under that contracting framework; and c. set out the terms governing the provision of Service by VEOCI to Customer. In executing this Agreement and any Order Form, both parties have relied on certain supporting information provided, and representations made, by the other party prior to that execution. Prior to commencing the provision of the Service, the parties must first execute an Order Form based on the template set out in Schedule D, or such other form or template that VEOCI provides to the Customer from time to time. Each Order Form a. comes into force on the Term Start Date and continues until the Term End Date, as set out in the relevant Order Form, unless terminated in accordance with this Agreement or the relevant Order Form; and b. constitutes a separate binding contract between Customer and VEOCI, for the Order Form Term. An Order Form may include supplementary or additional obligations not otherwise set out in the Agreement. Unless the contrary intention is specifically expressed, if there is an inconsistency between the Agreement or an Order Form, the order of precedence shall be as follows: (a) the Agreement; (b) the Order Form. Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demski@veoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email tegokpKtuddjam 3 Y/ veoci SCHEDULE A. General Subscription Terms and Conditions 1. Definitions "Agreement" means this agreement and schedules, which shall be effective as of the Effective Date (defined below). "Confidential Information" means any information, maintained in confidence by the disclosing party, communicated in written or oral form, marked as proprietary, confidential or otherwise so identified, and any information that by its form, nature, content, or mode of transmission, a reasonable recipient would understand to be confidential or proprietary. Notwithstanding anything to the contrary, the Veoci Platform and related documentation and the Service are Confidential Information of VEOCI. "Customer" means any customer who is party to an Order Form, contract, or agreement for Veoci SaaS with VEOCI. "Customer Data" means all electronic data or information provided by Customer to the Service. "Effective Date" means the date on which the Customer has signed this Agreement. "Non-Users" means any individuals/persons who are not"Users" as defined below "Order Form" means the order form for Service entered between VEOCI and Customer, including any exhibits or schedules thereto. "Order Form Term" means the subscription period for the Services from the "Term Start Date"to the"Term End Date", as set out in an Order Form. "Primary Contact" means Customer's primary technical contact with VEOCI in- connection-with the Service. "Service"means VEOCI's provision of the Veoci Platform for access and use by Customer via https;//veoci.com, as well as any additional professional services relating to its use as are set forth in the applicable Order Form. "Solution" means the configuration of the Veoci Platform features based on the specifications set forth in an applicable SOW. "Term End Date"for an Order Form, means the date specified as the"Term End Date" in that Order Form. "Term Start Date"for an Order Form, means the date specified as the"Term Start Date" in that Order Form. "User Guide"means the online Veoci Platform user manuals for the Service accessible via https://veoci.com, as updated by VEOCI. "Users"means the individuals/persons who are authorized to access and use the Service and who have been provided individual user identifications and passwords by Customer (or by VEOCI at Customer's request). Users may be Customer employees, Customer third party consultants, contractors or agents. (Third parties may access and use the Service solely for the benefit of Customer's internal business purposes in accordance with the provisions of this Agreement.) Individuals using a common login or user ID, directly or through another system, are to be counted separately. "VEOCI" means Veoci, Inc. "Veoci Platform" means VEOCI's software-as-a-service platform (SaaS) for digital business processes. Rev. 25-01-06 MSA No. P-2O250610HuB73386 www.veoci.com I mark.demski(aveoci.com I +11)13-951-194E Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email ieoal,p veocl.conl 4 veoci "Virus" means (i) any computer code designed to disrupt, disable, harm, or otherwise impede the operation of the Service, including Customer's access to the Service and processing of data using the Service, or the operation of any associated system or network, or (ii) any other similar harmful, malicious, or hidden procedures, routines, or mechanisms that would cause the Service to malt unction or cause damage to or corruption of data, storage media programs, equipment or communications, or otherwise interfere with operations. 2. Provision of Service a. VEOCI will provide the Service to Customer in accordance with the terms of this Agreement and the applicable Order Form. VEOCI grants Customer a non- transferable and nonexclusive right to access and use the Service for the sole purpose of supporting the internal operations of Customer's business and to process Customer's own data. b. The following procedures will apply to the Service: i. VEOCI will send an email to Customer's Primary Contact setting forth the information necessary for initial use of the Service. Customer shall provide the information requested in such email to VEOCI. ii. VEOCI will provide Service status and maintenance notifications by email to Customer's Primary Contact. iii. In a timely manner, as soon as feasible, Customer will notify VEOCI via our helpdesk at https://support.veoci.com or via email at support@veoci.com with respect to any issues related to the Service. c. From time to time, with respect to the Service and at an additional fee, VEOCI may offer additional functionality. Such additional functionality will be offered and agreed under a separate agreement between the parties. Customer hereby agrees that Customer's purchase of the Service pursuant to this Agreement is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by VEOCI regarding future functionality or features. d. The Service may be accessed and used solely by a licensed User. Unless otherwise specified in the applicable Order Form between the Customer and VEOCI; i. Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users; ii. additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added; and iii. the added User subscriptions shall terminate on the same date as the pre- existing subscriptions. User subscriptions are for licensed Users only; User identification and passwords shared or used by more than one individual, will require user licenses for each individual. e. A User subscription may only be reassigned to a new User replacing a former User when; Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demskiCnlveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Vend Proprietary Information-If you are not the Intended recipient,please delete this document and email ieyalwteci.r_^+n 5 i. The former User is no-longer an employee, third-party consultant, agent, or contractor of Customer, or ii. The new User has been registered on the Veoci Platform to replace a former User who no longer requires ongoing use of the Services. iii. For the avoidance of doubt,any individual registered as a User on the Veoci Platform shall be counted as a User for the full Term unless in the case of (i) or (ii) above. 3. Limitations and Processes a. Third-party interfaces, software, hardware, or other services which are associated with, or otherwise available through the Service shall be accessed and used by Customer and Users in their sole discretion. VEOCI shall have no responsibility or liability with respect to Customer's or any Users' access to or use of any such items or for any act or omission of any such third-party provider. b. VEOCI's performance under this Agreement shall be excused as a result of Customer's i. failure to comply with its obligations as set forth herein; ii. failure to provide VEOCI with information reasonably deemed by VEOCI to be necessary to assist VEOCI in its performance under this Agreement; or iii. delay, prevention or interference with VEOCI's performance under this Agreement. c. During normal business hours and no more than twice per year, on reasonable advance notice, describing the purpose and scope of the request and in a manner that does not unreasonably interfere with Customer's business operations, VEOCI or a VEOCI-designated third-party may audit Customer's use of and access to the Service to verify Customer's compliance with this Agreement. 4. Entries by Non-Users a. As part of the Service, Customer shall have the ability to create external facing forms and workflows that can be accessed and completed by both Users and Non-Users ("External Forms"). Form submissions ("Entries") in non-user forms may be created by Customer employees, consultants, contractors or agents, or by third parties. Customer shall be responsible for all activities that occur in or are related to their use of these External Forms. There is no limit to the number of External Forms a customer can create as part of their use of the Service, however the number of Entries created by Non-Users ("Non-User Entries") shall be limited as set forth in Section 4(c). b. Each individual Entry made by a non-user in an External Form shall be counted as one Non-User Entry. The total number of Non-User Entries shall be counted as the sum of all Non-User Entries made in all Customer External Forms over the course of one (1) year. Entries in External Forms made by Users under this agreement shall not be counted as Non-User Entries. As part of the Service, Customer shall be allotted a set number of Non-User Entries in External Forms per Order Form Term. The number of Non-User Entries available to Customer each Order Form Term shall be equal to twice their total license costs in USD (after any credits or discounts) for that Order Form Term as specified in the Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demskiaveoci.com l +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven,CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email leaaltavgosi_.com 6 veoct applicable Order Form. Additional Non-User Entries may be purchased at the price set forth in the Optional Services Table in Schedule D or negotiated separately. Unused Non-User Entries will expire at the end of the Order Form Term and do not roll over. If Customer purchases additional licenses in the middle of their Order Form Term, they will be allotted additional Non-User Entries based on the cost of the additional licenses. c. Once per year, VEOCI shall assess Customer's use of External Forms. If it is found that the number of Non-User Entries in Customer External Forms exceeds Customer's allotted number of Non-User Entries, then VEOCI may require customer to: i. purchase additional Non-User Entries for the following Term; ii. purchase additional User Licenses for the following Term; or iii. reduce their use of External Forms. 5. Use of Interfaces and APIs a. Typically, customers integrate the Veoci Platform with their other applications using APIs.The license includes use of APIs in the Veoci Platform, and reasonable usage of APIs is included in VEOCI's standard pricing. For certain use-cases, VEOCI may (i) set reasonable limits on API usage; and (ii) impose a reasonable fee for API usage that exceeds such limits. Any such limitations and fees will be set forth in the applicable Statement of Work. These limitations ae in place because it is possible to use the Veoci Platform extensively via APIs without having to login. 6. Customer Responsibilities a. Customer will provide VEOCI with the contact details for its Primary Contact on the Effective Date of this Agreement and will notify VEOCI of any changes as necessary on an ongoing basis. Customer is responsible for having the hardware and software adequate for use of the Service. b. Customer is responsible for all activities that occur in, or are related to, User accounts and for Users' compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) prevent unauthorized access to, or use of, the Service, and shall notify VEOCI promptly of any unauthorized access or use; and (iii) comply with all applicable local, state, federal and territorial laws and regulations ("Laws") in accessing and using the Service. c. Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not: i. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by this Agreement; ii. send spam or otherwise duplicative or unsolicited messages in violation of applicable Laws; iii. send or store infringing, obscene, threatening, or otherwise unlawful material that is harmful to children or violates third party privacy rights; Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veocl.com I mark.demskiOveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email iev l@ycoc._c ri 7 ifor veaci iv. interfere with or disrupt the integrity or performance of the Service or the data contained in the Veoci Platform; v. use the Service to store or transmit any Viruses; vi. attempt to gain unauthorized access to the Service or its related system or networks; or vii. monitor the availability, performance or functionality of the Services, or access the Services for any other benchmarking or competitive purposes. d. Customer is responsible for its compliance with all applicable data protection and privacy protection Laws. Customer represents to VEOCI that: i. it will provide only that personal data that it is authorized to provide to VEOCI, and will do so lawfully in compliance with applicable Laws; ii. VEOCI or its subcontractors may process such data for the purposes described in this Agreement; and iii. VEOCI may disclose such data to its subcontractors for this purpose. e. Customer shall not access the Services, and VEOCI may immediately terminate this Agreement, if VEOCI determines, in its reasonable discretion, that Customer is a competitor of VEOCI. 7. Fees and Payment a. Customer will pay VEOCI the fees set forth in the Order Form for setup of User access to the Veoci Platform, use of the Service and any other services or products described therein. b. All payments are due within thirty (30) days from date of invoice. If Customer's account is thirty (30) days or more overdue, VEOCI may: i. recover one and a half percent (1.5%) interest per month; ii. suspend the Service upon at least two (2) business days' notice to Customer without liability until any such amounts are paid in full; and iii. exercise any of its other rights or remedies. c. Unless otherwise expressly provided, VEOCI's fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value added, use or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases hereunder, excluding taxes based on VEOCI's net income or property. If Customer is a tax-exempt entity, Customer shall provide VEOCI with a valid tax exemption certificate or other acceptable documentation proving tax-exempt status. In the absence of such documentation, Customer will be responsible for all applicable Taxes. d. The fees and pricing agreed upon between the Customer and VEOCI in the Order Form(s) assume that the Customer's labor force will remain substantially the same size during the term of this Agreement. Therefore, if (i) Customer's labor force experiences a material Increase after the effective date of this Agreement, whether by acquisition, merger, consolidation, organic growth by hiring, or otherwise, and such Customer has purchased an unlimited User Service, VEOCI may at its option terminate such Agreement and may offer the Service to the Customer on a per user basis at the rate indicated in the Veoci Platform price list at that time. Rev. 25-01-06 MSA No. P-2025O61OHu873386 www.veoci.com I mark.demski@iveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven,CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email legal)veys_.,cpm 8 veoci 8. Customer Data a. As between VEOCI and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is Confidential Information of Customer. Recovery of any Customer Data deleted by Customer shall be Customer's responsibility. b. Subject to VEOCI's responsibilities set forth in Section 9, VEOCI will not be responsible for any unauthorized access to or alteration, theft or destruction of Customer Data through accident, fraudulent means or devices, or any other method. 9. Confidentiality; Privacy a. In the course of performance under this Agreement, one party (the "Disclosing Party") may disclose, deliver or permit access by the other party (the"Receiving Party") to its Confidential Information. The Receiving Party shall hold the Disclosing Party's Confidential Information in strictest confidence and shall not disclose or provide such Confidential Information to any third party except as expressly provided in this Section. The Receiving Party shall not make any use of the Confidential Information except such limited uses as are required or permitted under this Agreement, shall cause its employees, agents, financial advisors, attorneys, and Users to maintain such Confidential Information in complete confidence, and shall disseminate such Confidential Information only on a need-to-know basis. Upon expiration or termination of this Agreement, or at any time upon the Disclosing Party's request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all of the Disclosing Party's Confidential Information, and all copies of and other materials containing such Confidential Information. The Receiving Party shall have no obligation under this Section 9 with respect to any Confidential Information that the Receiving Party can demonstrate by reasonable written evidence: i. was already known to it at the time of its receipt without restriction on its disclosure; ii. is or becomes generally available to the public other than by breach of this Agreement; iii. is independently obtained from a third party whose disclosure to the Receiving Party does not violate a duty of confidentiality; iv. is independently developed without use or reference to any of the Disclosing Party's Confidential Information. If the Receiving Party is required by a court or other body of competent jurisdiction to disclose the Confidential Information, the Receiving Party may disclose only so much Confidential Information as is legally required, and the Receiving Party will promptly notify such compelled disclosure to the Disclosing Party if permitted by Law to do so. In addition, Customer shall not, without the prior written consent of VEOCI, disclose publicly or to any third party (excluding employees of Customer with a need to know), the terms and conditions of this Agreement or any Order Form or any related negotiations between the parties, except to the extent required by law. Rev. 25-01-06 MSA No. P-20250610Hu673386 www.veoci.com I mark.demski{ctiveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email Ieoaicdtveoci.com 9 { ,• veoci b. In the event of a breach of this Section 9, the Disclosing Party may not have an adequate remedy at Law. The Disclosing Party may seek temporary and/or permanent injunctions, specific performance or any other form of equitable relief. For the Veoci Platform, the Service and any other trade secrets, the obligations of this Section 9 shall continue for so long as the information remains a trade secret, and for all other Confidential Information, the obligations shall extend for five (5) years from the expiration or termination of this Agreement. 10. Proprietary Rights a. VEOCI and its licensors (if any) shall retain all right, title, copyright, patent, trademark, trade secret and all other proprietary interests to the Veoci Platform, the Service and to all VEOCI intellectual property and any enhancements, modifications or derivatives of any of the foregoing. Customer may not distribute, promote, or otherwise use any information or materials relating to the Veoci Platform or the Service for any external use without VEOCI's prior written consent or as otherwise specifically permitted in this Agreement. No copyright, patent, trademark, trade secret or other right of intellectual property not expressly granted under this Agreement is exchanged between the parties. Subject to Customer's ownership of the Customer Data, VEOCI retains all rights to any related work product delivered under this Agreement and Customer acknowledges and agrees that it obtains no rights to such work product. Customer shall not: i. modify, copy or create derivative works based on the Veoci Platform or the Service; ii. frame or mirror any content forming part of the Veoci Platform or the Service, other than on Customer's own intranets or otherwise for its own internal business purposes in accordance with this Agreement; iii. reverse engineer the Veoci Platform or the Service; or iv. access or use the Veoci Platform or the Service to build a competitive product or service, or copy any ideas, features, functions or graphics of the Veoci Platform or the Service. VEOCI shall own any and all rights to, and may use or incorporate into the Service, any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Service. 11. Warranty a. Each party represents and warrants to the other that it has the power and authority to enter into and perform its obligations under this Agreement. b. VEOCI represents and warrants to Customer that: i. it owns or otherwise has sufficient rights in the Veoci Platform to grant to Customer the rights to access and use the Service granted in this Agreement; and ii. it has taken commercially reasonable steps to test the Service for Viruses. c. VEOCI DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS WILL BE CORRECTED OR THAT THE VEOCI PLATFORM WILL RUN ERROR FREE OR UNINTERRUPTED. EXCEPT AS EXPRESSLY SET FORTH ABOVE, TO THE EXTENT Rev. 25-01-06 MSA No. P-2O25O61OHu873386 www.veoci.com I mark demskaveocl.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email 1,14.01.wve9ti,cym 10 veocl PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED THIRD-PARTY WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY VEOCI AND VEOCI MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE EQUIPMENT OR THIRD-PARTY SOFTWARE THAT VEOCI MAY USE TO PROVIDE THE SERVICE OR CUSTOMER MAY USE TO ACCESS THE SERVICE. d. Customer represents and warrants to VEOCI that: i. Customer has the right to transmit to VEOCI, and receive from VEOCI, all data, material and records, including the Customer Data that Customer provides to VEOCI and that are required to enable VEOCI to perform the Service and any other of its obligations under this Agreement; and ii. it will use reasonable commercial efforts to prevent the inclusion of Viruses while it and its Users access the Service. 12. Limitation of Liability a. Except for death or personal injury and VEOCI's indemnity obligations in Section 13, VEOCI's liability for direct damages, loss or liability for any cause, and regardless of the form of action will be limited to the total amount of fees payable by Customer under this Agreement over the six (6) months prior to the date that the action arose. b. THE REMEDIES PROVIDED IN THE AGREEMENT TO CUSTOMER ARE THE CUSTOMER'S EXCLUSIVE REMEDIES. EXCEPT WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS IN SECTION 13, IN NO EVENT SHALL VEOCI BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR UNFORESEEABLE LOSS, DAMAGE OR EXPENSE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OR CORRUPTION OF DATA, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED. 13. Indemnification a. VEOCI agrees to defend and indemnify Customer from and against, or at its option settle, any third- party claims (each a "Claim") that the Service or the Veoci Platform alone, and not in combination with any other product or program, infringes any third-party intellectual property rights. VEOCI may, at its option and at its own cost, procure for Customer the right to continue to use the Service; repair, modify or replace the Service or Veoci Platform so that it is no longer infringing; or provide a pro rata refund of the fees paid based on the then-current term. VEOCI shall have no liability under this Section if the allegation of infringement is a result of: i. a modification of the Veoci Platform by anyone other than VEOCI, ii. the Customer or any User not using the Service in accordance with the User Guide, iii. or a work product that was produced at Customer's specific direction. Rev. 25-01-06 MSA No. P-2O250610Hu873386 "7 ' ', ,. www.veoci.com I mark.demski©veoci_com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email i^ial 11 veoci THE FOREGOING STATES VEOCI'S ENTIRE LIABILITY AND OBLIGATIONS REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE REMEDY AVAILABLE TO CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS. b. Customer,to the extent permitted by law, agrees to defend and indemnify VEOCI from and against, or at its option settle, all Claims made or brought against VEOCI: i. arising out of Customer's use of the Service; ii. alleging that the Customer Data, Customer's materials or records, or Customer's use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; or iii. alleging that VEOCI's use of the Customer Data as contemplated in this Agreement is not authorized. c. A party's indemnification obligation is contingent upon: i. the indemnified party providing prompt notice to the indemnifying party of any such Claim and assistance in its defense; ii. the indemnifying party's sole right to control the defense or settlement of any such Claim, except that any settlement requiring a payment or admission of liability on the part of the indemnified party is subject to the indemnified party's prior approval, not to be unreasonably withheld or delayed; and iii. that the indemnified party shall not take any action or omit to take action that hinders the defense or settlement process, as reasonably directed by the indemnifying party. 14. Term and Termination of Agreement and Order Form a. This Agreement shall enter into effect on the Effective Date and shall continue until terminated in accordance with below. Notwithstanding (b) and (c) below, the terms of this Agreement shall continue to apply to any surviving Order Form for the duration of such Order Form Term. b. As stated above, any Order Form shall start on the Term Start Date and end on the Term End Date. Such Order Form Term will automatically renew for additional periods equal to the expiring Order Form Term or one year(whichever is shorter) unless either party gives the other notice of non-renewal at least sixty days before the end of the relevant Order Form Term. The pricing during any automatic renewal will be the same as that during the immediately prior Order Form Term unless VEOCI gives Customer a written notice of a price increase at least sixty (60) days before the end of the prior Order Form Term, in which case the pricing increase will be effective upon renewal and thereafter. Any such pricing increase shall not exceed seven percent (7%) of the pricing for the prior year unless the pricing in the prior year was designated as promotional or special rate. c. Either party shall have the right to terminate this Agreement and/or any Order Form: Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demsisi@veoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email 1e3a2llyeQc!,S2 12 veoci i. upon thirty (30) days written notice to the other party of a material breach of the terms of the Order Form and/or Agreement, and such breach remains uncured at the expiration of such period after which written notice is given to the breaching party; ii. subject to any applicable mandatory Law, if a party becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against a party; or iii. upon the Customer exercising its right to terminate this Agreement and/or any Order Form for any reason in its sole discretion by giving a sixty (60) day written notice to VEOCI at any time during the Order Form Term. d. If Customer gives VEOCI a notice of termination as described in this section, VEOCI will cease to perform the Services at the end of the Order Form Term using reasonable care in concluding its Provision of Services. Upon termination of the Order Form, however caused, Customer shall: i. Pay to VEOCI all outstanding invoices and sums owed which have accrued up to the end of the current term at the time of termination; ii. at VEOCI's option, either return to VEOCI or destroy all confidential information which it has obtained from VEOCI, and iii. have no claims for damages or compensation for loss of goodwill or like thereof against VEOCI iv. have no claims for the return any payment made prior to the time of termination 15. Waiver of Jury Trial and Choice of Law a. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM RELATING TO THIS AGREEMENT. The Agreement shall be construed and governed in accordance with the laws of the State of Connecticut (excluding its conflict of laws provisions), unless Customer is a municipality or other government organization in the United States in which case Customer's local jurisdiction will apply. 16. Miscellaneous a. Customer may not assign this Agreement, the use of the Service or any other of its rights and obligations under this Agreement without VEOCI's prior written consent. This Agreement shall be binding on the parties and their respective successors and assigns. VEOCI shall have the unrestricted right to i. assign all of its rights and obligations under this Agreement; and ii. subcontract all or part of its performance under this Agreement. b. Customer authorizes VEOCI to display Customer's name and logo in non-public presentations to prospective clients and also on its website, Veoci.com, to identify Customer as a user of the Veoci Platform. VEOCI shall not use the Customer's name and logo or any other identifying marks in any other way without Customer's prior written approval. c. If the performance of the Services involves onsite meetings, trainings, or other events that require VEOCI personnel to travel to the Customer's facilities, both Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci,com I rark_aernski(alveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven,CT 06510 Veoci Proprietary Informatlon-If you are not the Intended recipient,please delete this document and email jerahi3!vecci_?rY; 13 veoci parties agree that all travel dates and locations must be mutually agreed upon in writing by both VEOCI and Customer. d. Customer shall not export or use the Service in violation of applicable Laws. e. The Services, other technology that VEOCI makes available, and derivatives thereof, may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. f. Neither party is an agent or contractor of the other, and this Agreement does not confer or delegate upon a party any discretionary authority or control on behalf of the other party. g. Each party shall be excused from performance of its obligations under this Agreement for any period and to the extent that it is prevented from performing such obligations, in whole or in part, as a result of delays caused by circumstances beyond its reasonable control, including an act of God, severe weather, hurricane, earthquake, flood, war, civil disturbance or civil commotion, terrorism, court order, or any other cause over which such party does not have control, including internet or communication problems (including an internet service provider's or hosting facility's failures or delays involving hardware, software or power systems not within VEOCI's possession or reasonable control), third-party hardware or software errors, Viruses or similar harmful programs or data, or unauthorized access or theft (any of the foregoing, a "Force Majeure Event"). h. This Agreement supersedes all other prior or contemporaneous agreements, letters, offers, quotations, proposals, purchase orders, representations and other understandings, whether oral or written, on the subject matter of this Agreement and, along with any executed Order Form(s), contains the entire agreement between the parties. No alteration or modification of this Agreement or Order Form will be valid unless made in a writing signed by the parties. i. There shall be no third-party beneficiaries to this Agreement. j. All notices required or permitted under this Agreement hereunder shall be delivered to the other party either personally, or by telefax, email, certified or registered mail (return receipt requested), or overnight courier. If delivered personally, notice shall be effective when delivered; if delivered by telefax or email, notice shall be effective upon electronic confirmation; and if delivered by mail or overnight courier, notice shall be effective upon confirmation of delivery. k. The section headings in this Agreement are for informational purposes only and shall not affect the interpretation of any provision of this Agreement. When used in this Agreement, "including" and word(s) of similar import mean "including without limitation." I. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, it shall be deemed severed from this Agreement and shall not affect in any respect the remainder of this Agreement. m. The sections entitled "Warranty," "Limitation of Liability," "Customer Data," "Fees and Payment," " Indemnification," "Confidentiality; Privacy," "Proprietary Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.conm I mark.demskiPveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email leaal@veoci,4ottt 14 veocl Rights" and Customer's obligation to pay any outstanding fees due shall survive expiration or termination of this Agreement. Rev. 25-01-06 MSA No. P-20250610Hu873386 A.» =-1 www.veoc+.corn I mark.demsloPveoci.com I +1 813-9.51-1.46 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 • VeocI Proprietary Information-If you are not the Intended recipient,please delete this document and email lesai;p,_Tsr%.con, 15 r veoci SCHEDULE B. Service Level Agreement Capitalized terms that are not otherwise defined in this Schedule B shall have the meaning set forth in the Subscription Terms and Conditions. 1. Introduction The measurements and service levels set forth in this Schedule B are designed to provide an objective measurement of VEOCI's performance of the Service (each an "SLA"; collectively, "SLAs"). The SLAs may be reviewed and adjusted as mutually agreed upon in writing by the parties. 2. Reporting VEOCI agrees to provide to Customer, upon receipt of a written request from Customer, a link to an electronic report which can be accessed at any time to verify VEOCI's performance against the SLAs. VEOCI agrees to investigate and correct failures to meet the SLAs by: a. initiating investigations to determine the root cause of the failure; b. using commercially reasonable efforts to correct the issue; c. advising Customer as reasonably requested by Customer of the status of efforts being undertaken with respect to the issue; and d. providing reasonable evidence to Customer that the cause of the issue is being corrected or will be corrected. 3. SLA Definitions and Measurements "Minor Default"is deemed to occur when VEOCI's performance against an SLA falls in the range of performance in which a minimum SLA credit is granted to Customer. "Major Default" is deemed to occur when VEOCI's performance against an SLA falls in range of performance in which a maximum SLA default credit is granted to Customer. "Scheduled Downtime," means the planned downtime, of which VEOCI has notified Customer at least 72 hours in advance. "Service Level Default" means that VEOCI's performance fell below the established SLA during a measurement period. "Service Level Credit" means the amount of additional Service the Customer will be credited for the applicable Service Level Default during the measurement period. "Target Service Level" means the expected performance range, within which no Service Level Default is assessed, and no Service Level Credit is granted. Measurement periods are monthly, in arrears, with Service Level Defaults and Service Level Credits being calculated monthly. Any Service Level Credits shall be credited to the Customer annually in arrears, as applicable. The SLA's set forth in this Schedule shall be Customer's sole and exclusive remedy related to the SLA default and such Service Level Credits are in lieu of other available remedies such as damages for breach of contract. 4. Exceptions The following items will not be considered as a part of the calculation of Service Level Credits and VEOCI will be relieved of responsibility for SLAs and associated Service Level Rev. 25-01-06 MSA No. P-2025061OHu873386 www.veoci.com I mark.demski(taveoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veocl Proprietary Information-If you are not the Intended recipient,please delete this document and email JeoalOveoci,cont 16 ror veocl Credits to the extent VEOCI's failure to meet the SLA(s) is determined by the parties, to be due to: a. Force Majeure Events as defined in the Agreement; b. Outages resulting from Scheduled Downtime, including VEOCI's upgrading of data center infrastructure. c. Outages arising from Customer's network being inaccessible. d. Domain Name Server (DNS) issues outside of the control of VEOCI. e. Customer's acts or omissions (including acts or omissions of a third party not acting on behalf of VEOCI), including, without limitation, custom configuration, scripting, coding, negligence, failure to timely perform or provide relevant assistance, information or infrastructure required of Customer or willful misconduct. f. Internet outages, or other third-party infrastructure outages which hinder access to VEOCI's environment. g. Outages requested by Customer. h. Changes by Customer, or its agents, to Customer's environment which are not communicated to VEOCI and which adversely impact VEOCI's ability to perform the Service. i. Inability of Customer to log in due to Customer's use of LDAP or other single sign-on methods to control authentication. 5. Service Level Measurement a. Service Area: Production Uptime b. Objective: VEOCI to provide 99.5% monthly uptime for Production Software Instances c. Measurement: For Production availability, the Production downtime shall be measured as the aggregate number of minutes during the monthly measurement period in which the Service was unavailable, divided by the total number of minutes in the monthly measurement period. The period of unavailability shall be measured from the point-in-time that such unavailability is or reasonably should have been detected by VEOCI. i. (Uptime % _ [1-(downtime/Production)*100%]). For example, if hosting is unavailable for a total of 200 minutes in a 30-day month,then Production Uptime is [1-(200/43,200)*100%] = 99.5% d. Target Service Level: Production Uptime is greater than or equal to 99.5% e. Minor Default: Production Uptime is less than 99.5% but greater than or equal to 98% f. Major Default: Production Uptime is less than 98% g. Measurement Period: Measured on a monthly basis. VEOCI will measure the Production Uptime for each downtime event and in the aggregate each month during the Term, and, upon written request of Customer, report the results to Customer within ten (10) business days of the request. h. Service Level Credits: Minor Default = credit of one (1) additional day of the Service as an extension of the term of the Agreement. i. Major Default = credit of two (2) additional days of the Service as an extension of the term of the Agreement Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I mark.demski@veoci...corn I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the intended recipient,please delete this document and email rggalcaiveoci.c9Jlr 17 veoct SCHEDULE C. Support Agreement 1. Definitions "Bug" means a reproducible malfunction of the Veoci Platform reported to VEOCI by Customer that prevents the Veoci Platform from performing in accordance with the operating specifications described in the then current documentation. "Enhancement" means a change or addition to the underlying functionality of the Veoci Platform. "Solution Configuration"means a change or additions to a Solution that significantly alter its functionality from what is scoped in the applicable SOW. Configuration includes without limitation, new or updated integrations, configurations, and print templates. 2. Included Support: a. Support Center: The VEOCI team will provide support from a support center via email, an internet-based Client support tool (English version only), and telephone. All support services shall be provided in English language, unless otherwise specified in this Agreement. i. Phone: 203-782-5944 ii. Internet based Client support tool: https://suoDort.veoci.coml iii. Email: supportftveoci.com b. Hours of Support Center Operation: Support center is available twenty-four (24) hours per day, seven (7) days per week c. Requesting Support: i. Customer will identify the severity level (defined below) of the incident when requesting support from the support center ii. If all support center representatives are busy with other calls, a message will be left on the voicemail response system, which will page appropriate support personnel iii. The VEOCI team will target to meet and exceed defined service level metrics defined in this Schedule d. Non-Critical Issue: System performance or bug affecting some users that does not prevent a customer from using the software to respond to a crisis. i. Response Time: 2 business days ii. Channel: Email, web, or general support phone number. e. Critical Issue: System performance or bug affecting all users that would prevent a customer from being able to use the software to respond to a crisis. i. Response time: 2 business hours ii. Channel: Email, web, or general support phone number f. Crisis Issue: System outage or severe bug that is preventing customer from using the software during their response to a crisis while such crisis is occurring. i. Response Time: 30 minutes (24x7) ii. Channel: Emergency phone number g. Crisis Support: General questions, support, or assistance in the instance where: the Veoci Platform is fully operational, it is outside of VEOCI's applicable business hours, but the customer is responding to a crisis and needs support. Rev. 25-01-06 MSA No. P-20250610Hu873386 www,veoci.com I mark.dem i@veoci.corrm I +1 813-95�-1946 Veocl Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veocl Proprietary Information-If you are not the Intended recipient,please delete this document and email eeaLiesynQfi_Sorn 18 r veoci i. Response Time: 30 minutes (24x7). May be subject to $200 hourly rate. ii. Channel: Emergency phone number h. Business Hours: i. Standard Contracts M-F 1:30AM-7PM EST ii. US-Only contracts M-F 8AM-7PM EST 3. Maintenance Support a. VEOCI will maintain the Veoci Platform by providing to Customer any and all software updates and Enhancements to the Veoci Platform ("Updates") offered by VEOCI. Updates will be provided when available and include bug fixes, security updates, new features, enhancements to existing features, and/or performance Enhancements to existing features. Updates will be installed by Veoci's staff or automated processes. b. VEOCI gives its Users the opportunity to request Enhancements to the Veoci Platform by submitting Enhancement tickets via https://support.veoci.com ("Enhancement Requests"). Veoci encourages Users to submit Enhancement Requests, however whether or not an Enhancement Request is fulfilled is at the sole discretion of VEOCI. Enhancement Requests that are fulfilled are incorporated into the Veoci Platform and become available to all customers. 4. Services Not Included a. Solution Configurations are not considered support services, and are not included under this agreement. Any Solution Configuration must be requested in accordance with the Change Management Plan set forth in the applicable SOW. Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com ( mark.demski a veoci.cor I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-if you are not the Intended recipient,please delete this document and email iecialaveoci.cont 19 veocl SCHEDULE D. Order Form 1. Term of this Order Form The Service will be available to Customer from: Term Start Date of 09/01/2025 to Term End Date of 08/31/2026 (the "Order Form Term") in exchange for the fees described in Section 3 below, and pursuant to the terms of the Agreement. The fees and terms offered in the Agreement and herein are contingent upon execution and delivery to VEOCI of a signed acceptance of the Agreement and Order Form no later than thirty (30) days from the date of this Order Form. Otherwise, this Order Form shall be deemed null and void. In the event that VEOCI countersigns this Order Form, the foregoing sentence shall not be deemed to apply. 2. SaaS, Support and Training, and Implementation 2.1 Software as a Service ("SaaS") 2.1.1 Applications Customer plans to use the Service for daily and emergency management. 2.1.2 Number of Users During the Term of this Order Form, Customer is permitted to register a maximum number of identities as Service users, as specified in Table 3.1: Fees and Terms. 2.1.3 Non-User Entries Service includes the capability to create Non-User Entries in Forms. The number of Non- User Entries available to Customer during the Order Form Term is set forth in the Fee Table in Section 3.1. As needed, additional Non-User Entries may be purchased at VEOCI's standard rates specified in the Optional Services table in Section 3.2. 2.1.4 Document Storage VEOCI will provide up to 200 GB (gigabytes) of online storage of documents, photos, and other electronic documentation ("Documents") to Customer. Additional storage can be purchased at VEOCI's standard rates specified in the Optional Services table in Section 3.2. 2.1.5 Integrated Telephone &SMS Capability Service includes the capability to automatically send and receive SMS and to dial global phone numbers as needed and also use text to speech conversion to read out messages. The SMS and phone calls from the Veoci Platform connect with users who may not be on- line and whose participation is urgently needed.The Veoci Platform integrates this service from a 3rd party supplier and charges can vary based on target country and type of connection. Domestic service to the US is included in the pricing; international calling to other countries is excluded. In order to use this feature, customers must first obtain consent to be contacted via SMS from all potential recipients. Customer must be able to provide evidence of such consent in order to access these features. The Veoci Platform's SMS features allow individual users to opt out of receiving SMS notifications without Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veocl.com I mark.demski(aveoci.corn I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veoci Proprietary Information-If you are not the Intended recipient,please delete this document and email Ieoalweo isom 20 r veoci assistance from VEOCI, however assistance is required to opt out of receiving phone calls. Customer is responsible for managing all SMS and phone call consents and communicating any opt-out requests for their registered Veoci Platform users to VEOCI. 2.2 Support and Training VEOCI will provide maintenance and support services as outlined in Schedule C, Support Agreement. 2.2.1 Training Offerings The details of any training services to be provided under this agreement shall be set forth in the applicable SOW. 2.3 Implementation The details of any implementation and professional services to be provided under this agreement shall be set forth in an applicable SOW. As needed, additional training or professional services, both on-line and on-site, may be procured at VEOCI's standard rates below. Professional services and consulting hours must be used by the Term End Date set forth in Schedule D, Section 1; unused professional services and consulting hours do not roll-over to the following Term. 3. Financial Specifications 3.1 Fees &Terms Recognizing the value of the Customer's business, VEOCI offers the Customer the following fees for the term specified in Schedule D, Section 1 -Term of this Order Form: QTY DESCRIPTION ANNUAL SUBSCRIPTION 25 Veoci Standard Access Licenses $12,186.00 Included Hosting on Amazon Web Services $0.00 Included Updates&Maintenance of Veoci Platform $0.00 Included Support of Veoci Platform $0.00 25,000 Non-User Form Entries (External Forms) $0.00 Total Annual $12,186.00 QTY DESCRIPTION ONE-TIME FEE 2 Admin Training $1,900.00 1 Single Sign-On (SSO) (SAML based) $1,250.00t 1 Veoci EM Core Implementation for Cities $6,100.00 Veoci Implementation of Watch Commander Board 1 per Statement of Work $4,714.00 TOTAL- One-Time $13,964.00 Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veocicom I mark.demskii veoci.conl I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Veocl Proprietary information-If you are not the Intended recipient,please delete this document and email Ingol_ev_e51ci_onl 21 veoci DESCRIPTION AMOUNT Discount of Two Administrator Training Credits $1,900.00 Sales Tax(at 0.00000%)* $0.00 TOTAL- First Year $24,250.00 * Plus, Applicable Sales Tax tAll Integrations have a recurring maintenance fee of$1,250 per implementation, unless otherwise noted, since interfaces are subject to change by the application owner and often require configuration updates to maintain quality, data access and integrity. 3.2 Optional Services if requested Standard Training and Consulting Rates- Effective 12-06-2024 - (Subject to change) ITEM UNIT PRICE Administrator Training Credits (remote) 3 Half Days Price per $950 attendee 2 Days- Price per attendee $950, client pays for Client Hosted Bootcamp (onsite) trainer's travel and (Min 8, Max 15, 1 trainer) expense SAML Based SSO Integration (Standard) Implementation $1,250 Contact or Member List Integration Implementation $1,250 (Standard) Professional Services&Consulting - Standard Hourly $190 Professional Services&Consulting - US Only Hourly $280 Professional Services&Consulting - Hourly $240 Enterprise/Finance/Aviation Professional Services&Consulting - Custom Integrations Hourly $280 Professional Services &Consulting - Subject Matter Expert Hourly $350 Professional Services&Consulting - PMI Certified Project Manager, PMP Hourly $350 Organization Branding (client logo on e- mails and system screens) One-time Implementation $1,500 T&L(Without Air) Per diem $300 Hosted Storage Extra 1 TB per year $1,000 Non-User Entry(External Forms) Single Entry $1.25 4. Commencement of Work 4.1 Purchase Order Requirement The Customer hereby agrees to notify VEOCI as to whether a Purchase Order ("PO") is requisite for the purpose of invoicing. Unless otherwise specified by VEOCI, the initial Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci_com I mark.demski veoci.com I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven,CT 06510 Veocl Proprietary Information-If you are not the Intended recipient,please delete this document and email LintLJ1yStrl CCU) 22 r veoci invoice shall be issued at the onset of the term to duly initiate the provision of services. The Customer hereby unequivocally affirms one of the ensuing declarations: [ ] Customer requires a PO to be properly invoiced. Customer shall ensure that any applicable PO is issued in advance of the invoicing period as specified in Section 4.1. [ ] Customer does not require a PO to be properly invoiced. Customer acknowledges that the first invoice will be issued as specified in Section 4.1. 4.2 Notification and Confirmation In the event that Customer requires a Purchase Order for invoicing, VEOCI may not commence any work or services under this Agreement until a Purchase Order has been issued by Customer, unless otherwise agreed upon by both parties. Should VEOCI initiate any services or work prior to receiving a PO, it will be solely at VEOCI's discretion, and VEOCI acknowledges that Customer may not be obligated to compensate or recognize such services. Upon receipt of any applicable PO, VEOCI will promptly invoice the Customer and provide written confirmation detailing the precise extent of the work, services, or goods to be provided as described in the PO. The parties hereto, intending to be legally bound hereby, have each caused its duly authorized officers or representatives to sign this Order Form as of the date first set forth below. Veoci, Inc. Huntington Beach City-CA Executed by Authorized Representative Executed by Authorized Representative ..Q Signature: Dr.Sukh Grewal Signature: Print Name: Christopher Ford CEO Print Name: Ct.-t c:- t`ke- Title: VP of Sales&Partnerships Title: n 4A c(r jk Date: 8/18/2025 Date: CIVI4/ R iv nd File 414,2016 City Clerk 8 `'S" Rev. 25-01-06 MSA No. P-20250610Hu873386 www.veoci.com I tnark.demskiOveoci.corn I +1 813-951-1946 Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Vend Proprietary Information-If you are not the Intended recipient,please delete this document and email Jeaalbiveocl.corn 23