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HomeMy WebLinkAboutA9257 - VITAC Corporation CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: VITAC Corporation Christopher Mooney Closed Captioning Services Not to Exceed $24,000 1001025-50096 September 1, 2022 – August 31, 2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: November 10, 2022 Item 1M A9257 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 10/12/2022 By: Valerie Rodriguez DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 CITY COUNCIL STAFF REPORT DATE: NOVEMBER 10, 2022 CONSENT CALENDAR SUBJECT: APPROVE AGREEMENT A9257 WITH VITAC TO PROVIDE CLOSED CAPTIONING SERVICES FOR ONE YEAR FROM: Teresa Gallavan, Interim City Manager BY: Information Technology Department SUMMARY: This action will approve agreement A9257 with VITAC to provide continued closed captioning services for one year. RECOMMENDATION: 1) Approve Agreement A9257 with VITAC to provide continued closed captioning services for an amount not to exceed $24,000 for one year (Attachment A). BUSINESS PRINCIPAL DISCLOSURE: A copy of the Public Integrity Disclosure Form for VITAC is included as Attachment B. BACKGROUND: Closed captioning displays the audio portion of a television program as text on the TV screen. This service provides a critical link to individuals who are hearing impaired. The City entered into an agreement with VITAC in 2018 to provide closed captioning services for City Council meetings, and at this time Staff desires to continue these services for an additional year. STAFF ANALYSIS: Staff has researched competitive service providers for similar closed captioning services and found two additional companies providing like services for other local governments who provided quotes. VITAC was the lowest quote received at $88 per hour. This purchase requires City Council approval in accordance with Municipal Code Title 7 adopted by Ordinance in July of 2021, which predicates approval levels based upon the Item 1M - Page 1 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 City Council Staff Report November 10, 2022 - Page 2 Approve Services Agreement – VITAC cumulative value of contracts and continuous purchases of the same goods or services. Since 2018, the City has spent approximately $76,500 maintaining services with VITAC. At this time, Staff recommends approving agreement A9257 with VITAC to provide closed captioning services for an additional year in an amount not to exceed $24,000. During the contract term, Staff will explore additional and alternate options to provide these services at a lower cost while providing the same or greater levels of service. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. ALIGNMENT WITH STRATEGIC PLANNING: The requested action aligns with the City Council Priority 4D, Good Governance. FISCAL IMPACT: Sufficient funds are budgeted and available in the current fiscal year Information Technology Department Account 1001025 40105 and will be budgeted in future fiscal years. REVIEWED BY: Department Director: Larry Klingaman Procurement and Contracting Manager Kim Baker Deputy City Manager: Jeremy Hammond Interim City Manager: Teresa Gallavan ATTACHMENTS: A. Agreement B. Business Disclosure Form Item 1M - Page 2 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 ATTACHMENT A Item 1M - Page 3 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 MASTER SERVICES AGREEMENT This Master Services Agreement (“Agreement”) (including all exhibits hereto) together with any order form (each, an “Order Form,” which shall govern in the event of a conflict) incorporating this Agreement, constitute the entire agreement between Customer and Supplier for Customer’s use of the Site and Services (defined below). “Customer” refers to the City of Palm Springs, a municipal corporation and charter city, with offices at 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262; and “Supplier” refers to Automatic Sync Technologies, LLC, or the Supplier Affiliate which has executed an applicable Order Form incorporating this Agreement. Supplier and Customer are each referred to herein as a “Party” and collectively as the “Parties.” An “Affiliate,” with respect to a Party, means any entity that controls, is controlled by, or is under common control with that Party. The Parties agree as follows: 1. License and Account. a. License. Supplier offers services (“Services”) for the transcribing, captioning, audio descriptioning, translating and other processing of live and pre-recorded media, as described at www.verbit.ai, www.vitac.com, and www.automaticsync.com (the “Sites”), including software, interfaces, documentation, technical support, the Site itself, and the features, functionality, and connectivity provided through Supplier’s proprietary platform (“Platform”). Subject to Customer’s compliance with this Agreement, Supplier hereby grants Customer and its authorized users acting on its behalf (“Authorized Users”) a limited, revocable, personal, non-exclusive, non- transferable, non-sublicensable license until this Agreement is terminated (the “Term”) to access the Platform to use the Services in accordance with the Agreement. b. Customer Account. To access and use certain Services, Customer must create an account (“Account”) on a Site, as directed by Supplier. Customer shall provide accurate, complete, and current Account information and, as applicable, timely update the same. Customer is solely responsible for the activity that occurs on its Account (which includes its sub-accounts), including usage via any interfaces or connectors to the Account, the content and submission of any media (“Files”) submitted for processing via the Platform, and for keeping its Account credentials secure. Supplier will not be liable for losses caused by any unauthorized use of the Account; provided, however, that Customer shall not be responsible for unauthorized charges on its Account where it took reasonable precautions and the unauthorized use was solely due to Supplier’s negligence or willful misconduct. Customer represents and warrants that it is duly authorized to do business and use the Services in all jurisdictions in which Customer operates. Customer must notify Supplier promptly of any breach of security or any known unauthorized use of the Account. Notwithstanding deletion of the Account, Supplier may retain Customer data as reasonably necessary for compliance with applicable law. c. Restrictions. Customer shall not, and shall ensure that its Authorized Users do not, and shall not authorize, assist, or enable any other third party to (a) transfer, resell, lease, license, or otherwise make available the Services to third parties; (b) use the Services in violation of applicable laws or regulations, including to submit Files comprising unlawful, infringing, libelous, or other tortious content, or in violation of the privacy rights of any individual; (c) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such reverse-engineering restrictions; (d) alter, modify, translate, or otherwise create derivative works of any part of the Services; (e) interfere with or disrupt the integrity or performance of the Services or any third-party service via an interface to or from the Services, including by imposing an unreasonably large load on Supplier’s or its service providers’ platforms; (f) submit Files containing sensitive information such as social security numbers, bank information, credit card information, or (except where the Parties have executed a Business Associate Agreement) protected health information; or (g) attempt to gain unauthorized access to the Services or their related systems or networks, or circumvent, disable or interfere with security or restrictive features of the Services. d. Deletion of Customer Data. Supplier may periodically delete Customer’s data from the Platform no sooner than thirty (30) days following the date of the applicable session, including any Files. Alternatively, Supplier and Customer may agree to alternative deletion arrangements in writing. Further, data storage is not guaranteed by Supplier and Supplier shall not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that Customer may incur relating to the loss or deletion of Customer’s data. 2. Fees and Payment. a. Paid Services. Customer agrees to pay for its use of the Services as set forth in the applicable Order Form; or, to the extent there is no applicable Order Form, as otherwise communicated by Supplier in writing. Supplier reserves the right to change pricing from time to time, effective upon notice to Customer; provided, that Supplier shall not be permitted to increase pricing more than 8% in any 12-month period. In addition, pricing for Services subject to a committed purchasing obligation (“Minimum Commitment”) shall be fixed during the term of such Minimum Commitment. b. Billing. Except as set forth in an applicable Order Form, Customer shall pay in advance for the Services in the currency specified by Supplier, without the right of set-off, deduction, or counterclaim. Where Customer provides credit card information, Supplier may charge such credit card for all Services, fees, and charges listed under the applicable Order Form, including any renewals. Item 1M - Page 4 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 2 Where payment in arrears has been approved by Supplier, invoices may be sent by email to the email address specified in the Account, deemed received on the date the email is sent. Payment terms are as set forth in the applicable Order Form; or, if there is no applicable Order Form, invoices are payable 30 days after the invoice date. Overdue undisputed amounts bear interest at the lower of 1.5% per month or the maximum rate allowed by law. In addition to any other remedies, Customer shall be liable for Supplier’s expenses incurred in connection with collection activities including reasonable attorneys’ fees. Upon 15 days’ notice, Supplier may suspend Services associated with the Account pending payment of past due undisputed amounts, and Supplier shall have no liability for any losses incurred due to such suspension. Customer’s credit shall be limited to the amount indicated by Supplier from time-to-time in connection with the Account and usage beyond this limit may be blocked without further notice. c. Taxes. All charges and fees for the Services are exclusive of any country, province, federal, state or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings (“Taxes”). Customer will be solely liable for and will pay upon demand all Taxes associated with Customer’s access to and use of the Services and shall not deduct any such amounts, or any other withholdings, set-offs or deductions, from amounts Customer owes Supplier, but will not be responsible for taxes based on Supplier’s net income. Customer may present Supplier with an exemption certificate eliminating Customer’s and Supplier’s liability to pay certain Taxes. Once Supplier has received and notified Customer of approval of the exemption certificate, Customer shall be exempt from those Taxes on a going-forward basis. If a taxing jurisdiction determines that Customer is not exempt from Taxes and assesses those taxes, Customer shall pay those Taxes to Supplier, plus any applicable interest or penalties. d. Billing Disputes. Billing disputes must be initiated within 30 days of the invoice date, by contacting Supplier as indicated in the applicable Order Form, or at billing@verbit.ai. Upon expiration of such 30-day period, Customer will not be entitled to dispute any fees paid or payable to Supplier. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt Customer from timely paying any undisputed amounts owed. Other than in accordance with the foregoing, fees paid are non-refundable. 3. Intellectual Property. a. Files and Output. As between Customer and Supplier, Customer owns and reserves all right, title, and interest in the Files. Customer authorizes Supplier to copy, display, store, and otherwise use the Files to provide the Services and perform in accordance with this Agreement, including to deliver to Customer transcriptions (“Transcriptions”), translations, audio descriptions, captions, and other output (collectively, including Transcriptions, “Output”) based on the Files. Customer also grants Supplier an irrevocable and royalty-free right to use the Files and the Output to develop and improve the Services and Platform. Customer represents and warrants that (i) it has the right to use the Files and provide Supplier with the Files for all purposes set forth in this Agreement; and (ii) all Files have been and will be legally acquired in accordance with all applicable data protection laws and privacy standards. Customer is responsible for the legality, reliability, integrity, accuracy, and quality of the Files. Where a File comprises media of meetings, sessions, classes or other forums including individuals, Customer is solely responsible to inform such individuals that the meeting or session is or may be recorded, transcribed, stored, or otherwise processed (as the case may be) by a third party and used for the purposes set forth in this Agreement, and Customer shall also be solely responsible to procure such individuals’ consent. b. Services, Platform, and Supplier Content. Supplier owns and reserves all right, title, and interest in the Platform and Services and all improvements, modifications, and derivative works thereof. Customer’s suggestions and feedback regarding the Services are not Confidential Information (as defined below), and Customer grants to Supplier an unrestricted, irrevocable, fully paid- up, and non-exclusive right to use such suggestions and feedback for any purpose. Other than the Files and Output, all content made available through the Sites or the Services (collectively, “Supplier Content”) are, as between Customer and Supplier, owned by Supplier. 4. Confidentiality and Publicity. a. Confidentiality. “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either Party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. “Confidential Information” does not include any information which: (i) is publicly available through no fault of receiving Party, (ii) was properly known to receiving Party, without restriction, prior to disclosure by the disclosing Party, (iii) was properly disclosed to receiving Party, without restriction, by another person without violation of disclosing Party’s rights, or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information. Each Party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement (including for Supplier to provide the Services) and it will not disclose such information to any third party without the other Party’s prior written consent, except as otherwise permitted hereunder or for Supplier to provide the Services. Each Party agrees to exercise reasonable care in protecting the other Party’s Confidential Information from unauthorized use and disclosure. Each Party may also disclose the Confidential Information of the other Party, in whole or in part to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are bound to keep such information confidential consistent with the terms of this section. In addition, Supplier may disclose this Agreement under a comparable non-disclosure agreement in response to a third-party due diligence request supporting a financing or non-ordinary course of business corporate transaction. Either Party may disclose the Confidential Information of the other as required by law, legal process, or court order; provided that, subject to applicable law, it promptly notifies the other Party of such required Item 1M - Page 5 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 3 disclosure in order to allow the other Party to seek a protective order or other appropriate remedy. b. Publicity. Supplier may identify Customer using its name, trademarks, and/or logos in its marketing collateral, presentations, and websites, provided that Customer may revoke such right with notice to Supplier at any time. 5. Indemnification. a. By Customer. Customer agrees to defend, indemnify, and hold harmless Supplier, its Affiliates, suppliers, and partners, and each of their respective employees, contractors, directors, officers and representatives, from and against any damages, liabilities, claims, demands, obligations, losses, fines, penalties, and expenses (including reasonable attorney’s fees) (collectively, “Losses”) incurred in connection with claims made or brought by a third party arising from or relating to Customer’s unauthorized use of the Services. b. By Supplier. Supplier agrees to defend, indemnify, and hold harmless Customer from and against any Losses incurred in connection with claims made or brought by a third party arising from or relating to (i) infringement of third-party intellectual property rights arising from Customer’s authorized use of the Services, or (ii) violation of applicable law by Supplier or its employees, agents, or subcontractors. Notwithstanding any of the foregoing, Supplier shall have no liability for Losses arising out of any combination, operation, or use of the Services with any hardware or software not furnished by Supplier if such claim would not have arisen had such combination, operation, or use not occurred, except as reasonably necessary to the use of the Services. c. Procedure. The indemnified Party shall notify the indemnitor promptly after the indemnified Party learns of the existence of an indemnifiable claim hereunder; provided, however, that failure to give such notice shall only affect the rights of the indemnified Party to the extent that the indemnitor is prejudiced. The indemnified Party shall not admit any liability whatsoever. The indemnitor shall be entitled to take sole control of the defense and investigation of the indemnifiable claim at its own expense, by providing prompt notice to the indemnified Party, subject to the indemnified Party’s approval of indemnitor’s counsel, such approval not to be unreasonably withheld or delayed. The indemnified Party shall cooperate in all reasonable respects with the indemnitor and its attorneys in the defense of the claim (including by making available books, records, and personnel), and may reasonably participate at its own expense, through its attorneys or otherwise, provided that such participation does not interfere with the indemnitor’s defense. All settlements of indemnifiable claims under this section shall: (i) be entered into only with the indemnified Party’s consent if such settlement requires any admission of guilt or imposes any restriction on the indemnified Party, and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the terms of such settlement. 6. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS PROVIDED FOR IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SUPPLIER, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE SUPPLIERS, PARTNERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DO NOT WARRANT (AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES) THAT: (I) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (II) THE OUTPUT WILL BE ACCURATE, RELIABLE, OR COMPLIANT WITH ANY PARTICULAR STANDARD OR REGULATORY REQUIREMENT, OR (III) ANY DEFECTS OR ERRORS WILL BE CORRECTED. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CUSTOMER’S SOLE REMEDY FOR A CLAIM THAT OUTPUT IS INACCURATE IS THAT SUPPLIER SHALL RE-PROCESS WHERE FEASIBLE THE ASSOCIATED FILE AT NO ADDITIONAL COST TO CUSTOMER ONLY IF THE CLAIM IS MADE IN WRITING NO LATER THAN 15 DAYS FOLLOWING DELIVERY OF THE OUTPUT TO CUSTOMER. 7. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR VIOLATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR CUSTOMER’S PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY CONTRACT, TORT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES OR OTHER SUBJECT MATTER OF THIS AGREEMENT FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, LOST PROFITS, GOODWILL, REVENUE, INCOME OR BUSINESS, DATA LOSS, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS, OR SERVICES (HOWEVER ARISING AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR (II) ANY LIABILITY THAT EXCEEDS THE GREATER OF USD 1,000,000 OR THE AMOUNT OF FEES ACTUALLY PAID OR ACCRUED TO SUPPLIER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 8. Suspension and Termination. a. Termination for Convenience. Either Party may terminate this Agreement upon 60 days’ notice, for any reason; except that any termination in connection with the foregoing shall not be effective until the completion of any Minimum Commitment or as otherwise set forth in an applicable Order Form. b. Suspension or Termination for Cause. Either Party may terminate this Agreement in its entirety (and, alternatively, Item 1M - Page 6 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 4 Supplier may suspend Customer’s right to use the Services), for cause: (A) if the other Party breaches the Agreement and fails to cure such breach within 30 days after notice thereof, or (ii) upon Customer’s or its controlling Affiliate’s liquidation, commencement of dissolution proceedings, disposal of its assets, failure to continue its business in the ordinary course, assignment for the benefit of creditors, or if Customer or such Affiliate becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding. c. Effect of Termination; Survival. Upon termination of this Agreement, for any reason: (i) Customer remains liable for all fees, charges, and any other obligations accrued and owed by Customer through the effective date of such termination, and (ii) except as expressly set forth herein, all of Customer’s rights and licenses under this Agreement will immediately terminate and Customer shall cease using the Services. All amounts accrued or owed to Supplier in connection with this Agreement and sections 3, 4(a), 5, 7, 8, and 9 shall survive any termination of this Agreement. Following any suspension or termination of this Agreement or the Account other than for breach, Customer may request any post-termination assistance that Supplier may elect to make generally available with respect to the Services such as data retrieval arrangements, subject to and conditioned upon Customer’s advance payment of fees and acceptance of all terms and conditions that Supplier specifies in writing with respect thereto. 9. Miscellaneous. a. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable hereto. Without limiting the preceding language, the Parties submit, for purposes of this Agreement, to the jurisdiction and venue of the state and federal courts located in the County of Riverside. b. Entire Agreement; Headings. This Agreement constitutes the entire agreement between Customer and Supplier with respect to the Services, and supersedes all prior or contemporaneous communications and proposals between Customer and Supplier with respect thereto. The section and paragraph headings in this Agreement are for reference only and shall not affect their interpretation. No oral or written information or advice given by Supplier or its employees and other representatives will create any obligations or warranty on behalf of Supplier unless otherwise agreed in a writing signed by an authorized Supplier representative. Any purchase orders, confirmations, payment documentation, or other terms provided by Customer, even if signed by the Parties after the date hereof, shall have no force or effect. In the event that the Parties have executed versions of this Agreement drafted in more than one language, the English language version shall govern and prevail. c. Modifications/Waivers. Except as expressly provided elsewhere in this Agreement, this Agreement may not be changed or modified, nor may any provisions hereof be waived, nor may any consent or confirmation be considered to have been given, except by an agreement in writing signed by the Party against whom enforcement of the change or modification is asserted. The failure of a Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. d. Severability. If any provision of this Agreement, or any part of such provision, is found to be unenforceable or invalid, that provision will be replaced by a valid and enforceable provision the effect of which comes as close as possible to the intended economic effect of the unenforceable or invalid provision, so that this Agreement will otherwise remain in full force and effect and enforceable. e. Force Majeure. Neither Party is liable for any failure of performance (other than for delay or performance in the payment of money due and payable hereunder) to the extent such failure is due to any cause or causes beyond such Party’s reasonable control, including acts of God, fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar labor difficulties, war, sabotage, pandemic, internet-access issues, denial of service attacks, shortage or unavailability of supplies, and other mechanical, electronic, or communications failures or degradation. Either Party’s invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided or permit Customer to terminate any Services except as expressly provided herein. f. Notices. All notices hereunder shall be in writing. Supplier may send notices hereunder to the email address Customer indicates in the Account. Customer will be deemed to have received any email sent to the last known email address Supplier has on record for Customer. Notices provided to Supplier under this Agreement shall be sent to the attention of the applicable account manager, with a copy sent to legal@verbit.ai regarding any legal matters. g. Relationship of the Parties. The relationship of the Parties shall not be that of partners, agents or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between the Parties for any purpose. Supplier and Customer shall be independent Parties and shall discharge their contractual obligations at their own risk subject to the terms of this Agreement. h. Assignment. This Agreement inures to and is binding upon the Parties’ successors and permitted assignees. Neither Party shall assign this Agreement without the other Party’s prior written consent, not to be unreasonably conditioned, withheld or delayed; provided that such assigning Party may, without consent, but with reasonable prior notice, assign its rights and obligations hereunder to any of its Affiliates or pursuant to any merger, acquisition, reorganization, sale, or transfer of all or substantially all its assets; provided, further, that with respect to such assignment by Customer, (i) the successor shall not provide services that compete with Supplier; (ii) the successor must be at least as creditworthy as Customer (as reasonably determined by Supplier); (iii) such assignment may not constitute or result in a violation of applicable trade control or export or other law; and (iv) Customer shall remain Item 1M - Page 7 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 5 liable for all of Customer’s obligations that accrued prior to such assignment. Any assignment other than as permitted by this section shall be void and of no force or effect. i.Trade Compliance. Customer represents and warrants that (i) its use of the Services will not violate any embargoes, sanctions, trade restrictions, or similar restrictions issued by any applicable governmental entity, and (ii) Customer, its Affiliates, and its Authorized Users have not been designated by any applicable government or government agency as a prohibited or restricted party under any trade restrictions, export laws, or the like. Customer may not use, export, re-export, import, or transfer any technology or data related to the Platform or Services except as authorized by both this Agreement and all applicable laws, rules and regulations. SUPPLIER CUSTOMER Signature: _______________________________________ Signature: _______________________________________ Name: _______________________________________ Name: _______________________________________ Title: _______________________________________ Title: _______________________________________ Date: _______________________________________ Date: _______________________________________ John P. Son Chief Legal Officer October 12, 2022 Item 1M - Page 8 11/10/2022 1M DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 IT Director 11/15/2022 6 Exhibit A Service Description 1. Maintenance and Downtime. Verbit shall make commercially reasonable efforts to maintain availability of the Platform, provide at least 8 hours’ notice of scheduled downtime, and limit scheduled downtime to 9pm to 6am Eastern Time. 2. Good Quality Audio. Notwithstanding anything to the contrary, any accuracy or delivery timing (“Turnaround Times”) targets for Output are conditioned on the corresponding audio quality (“Audio Quality”) of the corresponding Files (including both live and recorded media). Audio Quality is determined in Verbit’s sole discretion, with exemplary criteria including (as applicable) clarity of the audio in a controlled environment, minimal background noise, a single speaker at any given time, lack of media defects, and good end-to-end connectivity for live events. Verbit may reject any File based on its determination that the File’s Audio Quality does not meet reasonable quality levels (“Low Quality Files”). 3. Post-Production Turnaround Time Targets. Verbit shall make commercially reasonable efforts to deliver Output within the target turnaround times set forth on the applicable Site or Order Form. Customer acknowledges that submission of volumes substantially greater than historical usage may result in delays to target turnaround times. Turnaround times are calculated based upon United States East Coast business days; where stated in hours, 24 hours is equivalent to 1 business day. 4. Live Sessions and Fast Turnaround Requests. The following terms apply to live sessions (“Live Sessions”) and post- productions requests with target Turnaround Times of 4 hours or less (“Fast Turnaround Sessions”) only. a. Scheduling Sessions. Customer may request scheduling of a Live session or Fast Turnaround Session, and shall provide a start time (“Scheduled Start”) and (for Live Sessions only) an end time (“Scheduled End”). Sessions will be scheduled only upon confirmation from Verbit, according to availability. Sessions should be requested at least 1 business day in advance of the Scheduled Start; large events such as conferences may require substantially longer advance notice (10 business days or more). Customer shall join at least 15 minutes prior to the Scheduled Start of a Live Session. To improve accuracy of Output, Verbit strongly encourages Customer to provide preparation materials in advance of the session, including to assist Verbit in preparing for non-standard terms or content that may be contained in the File. For Live Sessions, the minimum session time for Legal sessions is 4 hours, and for all other sessions it is 30 minutes. b. Session Fees. The session shall be chargeable beginning at the Scheduled Start, regardless of delay other than to the extent such delay is due to Verbit’s fault. If the session ends prior to the Scheduled End, it shall be chargeable for the full scheduled time. If the session extends beyond the Scheduled End, Verbit shall make commercially reasonable efforts to accommodate the extension subject to agent availability; and Customer shall be charged additional fees at a per-minute rate proportional to the hourly rate, rounded up to the next 15-minute increment. No-shows and cancellations on less than 24 hours’ notice are chargeable for the full scheduled time. Item 1M - Page 9 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 ATTACHMENT B Item 1M - Page 10 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 1 of 2 (Revised 09 13 18) PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM 1. Name of Entity VITAC Corporation 2. Address of Entity (Principle Place of Business) 1 Merrill Cir. Saint Paul, MN 55108-5267 USA 3. Local or California Address (if different than #2) n/a 4. State where Entity is Registered with Secretary of State Pennsylvania If other than California, is the Entity also registered in California? F Yes F No 5. Type of Entity F Corporation F Limited Liability Company F Partnership F Trust F Other (please specify) 6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity Tom Livne F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other Sagi Rothman F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other JP Son F Officer F Director F Member F Manager [name] F General Partner F Limited Partner F Other Item 1M - Page 11 - ~ - - - - --- DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 2 of 2 (Revised 09 13 18) Item 1M - Page 12 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE APPLICANT DISCLOSURE FORM Page 3 of 2 (Revised 09 13 18) 7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity EXAMPLE Verbit, Inc. [name of owner/investor] 100% ownership of VITAC Holdings, LLC [percentage of beneficial interest in entity and name of entity] A. VITAC Holdings, LLC [name of owner/investor] 100% ownership of VITAC Corporation [percentage of beneficial interest in entity and name of entity] B. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] C. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] D. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] E. [name of owner/investor] [percentage of beneficial interest in entity and name of entity] I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT. Signature of Disclosing Party, Printed Name, Title Date JP Son Chief Legal Officer Sept. 12, 2022 Item 1M - Page 13 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/18/2022 RBN Insurance Services 303 E Wacker Dr Ste 650 Chicago IL 60601 Symone White 312-856-9400 312-856-9425 swhite@rbninsurance.com Continental Casualty Company 20443 LEXILLC-01 Continental Insurance Company 35289LexipolHoldingCompany Lexipol,LLC;The Praetorian Group Cordico Practice Management,LLC;Cordico Inc 2611 Internet Blvd.,Suite 100 Frisco TX 75034 Hiscox Insurance Co.Inc.10200 Transportation Insurance Co 20494 Valley Forge Insurance Company 20508 37029738 A X 1,000,000 X 300,000 15,000 1,000,000 2,000,000 X 6043284498 8/20/2022 8/20/2023 Excluded D 1,000,000 X X 6043284484 8/20/2022 8/20/2023 B X X 5,000,00060432845208/20/2022 8/20/2023 5,000,000 X 10,000 E B X7015542800 7015542845 8/20/2022 8/20/2022 8/20/2023 8/20/2023 1,000,000 1,000,000 1,000,000 C A Professional/Multimedia Liab Cyber Liability US UUA 2688184.22 596826720 8/20/2022 8/20/2022 8/20/2023 8/20/2023 Each Claim/Aggregate Limit 5,000,000 2,000,000 City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: 281F8F47-2BA7-481F-985E-86C4FB666CD3