7963 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
7963 Airport Operations and Lease Management Software
Gabby Leeper
February 28, 2025
Veoci Master Services Agreement for
Denton Enterprise Airport
Prepared for: Scott Gray
Prepared by: Brian Barnes
Date: March 29, 2022
Proposal number: GWS7722397778119
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
March 29, 2022
Mr. Scott Gray, Executive Director
Denton Enterprise Airport
5000 Airport Road
Denton , Texas, 76207
Dear Mr. Gray:
Veoci Inc. (“VEOCI”) is pleased to offer the City of Denton (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 http://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.
Executed By its Authorized Representative
Denton Enterprise Airport
Executed by its Authorized Representative
Signature
Signature
Print Name: Dia Wynn Print Name: Gabby Leeper
Title: General Manager-Airports Title: Buyer
Date: 3.29.22 Date:
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
3/30/2022
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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. 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 Start Date and continues until the 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 any of one or more of:
(a) the Agreement and (b) an Order Form, the order of precedence between them will be the order listed here.
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 form, clearly marked as proprietary, confidential. 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.
“End Date” for an Order Form, means the date specified as the “End Date” in that Order Form.
“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 period from the “Start Date” to the “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 http://veoci.com, as
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
well as any additional services relating to its use as are set forth in the applicable Order Form. “Start Date” for an
Order Form, means the date specified as the “Start Date” in that Order Form.
“User Guide” means the online Veoci Platform user manuals for the Service accessible via http://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.
“Virus” (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 malfunction 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) Customer will notify VEOCI 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 the former User
(i) is no-longer an employee, third-party consultant, agent, or contractor of Customer, or (ii) has been
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
reassigned to a new position within Customer's organization such that they no longer require ongoing use
of the Services. For the avoidance of doubt, any individual registered as a User on Veoci 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 (“Non-User Entries”). Non User Entries 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 NonUser entries shall be limited as set forth in Section 4(b).
(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
NonUser Entries in External Forms per year. The number of Non-User Entries available to Customer each year
shall be equal to twice their total license costs in USD (after any credits or discounts) for that year as specified in
the 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. Non-User Entries are allotted on an annual basis, and do
not roll over from year to year. 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 year; (ii) purchase
additional User Licenses for the following year; or (iii) reduce their use of External Forms.
5. 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.
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
(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; (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.
6. 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 receipt 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
(3) 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")..
7. 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 7, 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.
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
8. Confidentiality; Privacy
(a) To the extent allowed by law, 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, and 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 7 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.
(b) In the event of a breach of this Section 7, 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 7
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.
(c) VEOCI acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552,
Texas Government Code in responding to any request for public information related to this Agreement. This obligation
supersedes any conflicting provisions of this Agreement. All material submitted by VEOCI to the City of Denton shall
become property of the City upon receipt. Any portions of such material claimed by VEOCI to be proprietary must be
clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information
Act, chapter 552, and Texas Government Code.
9. Proprietary Rights
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
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www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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.
10. 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 PERMITTED BY LAW, NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED
THIRDPARTY 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.
11. Limitation of Liability
(a) Except for death or personal injury and VEOCI’s indemnity obligations in Section 12, 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 12, 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.
12. 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,
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www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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. 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) Intentionally Deleted. .
(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.
13. Term and Termination of Agreement and Order Form
(a) This Agreement shall be for three (3) years and 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 Start Date and end on the End Date. At the sole option of the
City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. .
(c) Either party shall have the right to terminate this Agreement and/or any Order Form: (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. 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: (a) 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. (b) at
VEOCI’s option, either return to VEOCI or destroy all confidential information which it has obtained from
VEOCI, and (c) have no claims for damages or compensation for loss of goodwill or like thereof against
VEOCI.
(d) In the event the Contract spans multiple fiscal years, the City’s continuing performance under the Contract
is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council
of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary
funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty,
further duty, or obligation.
14. Waiver of Jury Trial and Choice of Law
THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO
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Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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 Texas (excluding its conflict
of laws provisions).
15. 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, upon written notice to Customer.
(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 Veoci. 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) Customer shall not export or use the Service in violation of applicable Laws.
(d) 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.
(e) 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.
(f) 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"). VEOCI shall immediately notify the City of Denton Procurement Manager by telephone
(to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe
at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
(g) 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.
(h) There shall be no third-party beneficiaries to this Agreement.
(i) 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.
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
(j) 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.”
(k) 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.
(l) The sections entitled "Warranty,” “Limitation of Liability," "Customer Data," "Fees and Payment," "
Indemnification," "Confidentiality; Privacy," "Proprietary Rights" and Customer’s obligation to pay any
outstanding fees due shall survive expiration or termination of this Agreement.
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, within sixty days of its receipt of a written request from Customer, a
quarterly electronic report to verify VEOCI’s performance against the SLAs. VEOCI agrees to investigate and
correct failures to meet the SLAs by:
(i) initiating investigations to determine the root cause of the failure;
(ii) using commercially reasonable efforts to correct the issue;
(iii) advising Customer as reasonably requested by Customer of the status of efforts being undertaken with respect
to the issue; and,
(iv) 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.
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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 Credits to the extent VEOCI’s failure to meet the
SLA(s) is determined by the parties, to be due to:
(i) Force Majeure Events as defined in the Agreement
(ii) Outages resulting from Scheduled Downtime, including VEOCI’s upgrading of data center infrastructure
(iii) Outages arising from Customer’s network being inaccessible
(iv) Domain Name Server (DNS) issues outside of the control of VEOCI
(v) 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 (vi)
Internet outages, or other third party infrastructure outages which hinder access to VEOCI’s environment (vii)
Outages requested by Customer
(viii) 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.
(ix) 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
Service Area: Production Uptime
Objective: VEOCI to provide 99.5% monthly uptime for Production Software Instances
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.
(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%
Target Service Level: Production Uptime is greater than or equal to 99.5%
Minor Default: Production Uptime is less than 99.5% but greater than or equal to 98%
Major Default: Production Uptime is less than 98%
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 of the request.
Service Level Credits: Minor Default = credit of one (1) additional day of the Service as an extension of the term of
the Agreement.
Major Default = credit of two (2) additional days of the Service as an extension of the term of the Agreement
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
SCHEDULE C. Support Agreement
Included Support:
• Support Center. The VEOCI team will provide support from a support center via e-mail, 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.
o Phone: <to be provided>
o Internet based Client support tool: <to be provided> o Email: <to be provided>
• Hours of Support Center Operation. Support center is available twenty-four (24) hours per day,
seven (7) days per week
• Requesting Support.
o Customer will identify the severity level (defined below) of the incident when requesting support
from the support center
o 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
o The VEOCI team will target to meet and exceed defined service level metrics defined in this
Schedule
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.
Response Time: 2 business days
Channel: Email, web, or general support phone number.
Critical Issue: System performance or bug affecting all users that prevents a customer from using the software to
respond to a crisis.
Response time: 2 business hours
Channel: Email, web, or general support phone number
Crisis Issue: System outage or severe bug preventing customer from using the software during their response to a
crisis.
Response Time: 30 minutes (24x7)
Channel: Emergency phone number
Crisis Support: General questions, support, or assistance in the instance where: the Veoci Platform is fully
operational, it is outside of VEOCI’s normal business hours, but the customer is responding to a crisis and needs
support.
Response Time: 30 minutes (24x7). May be subject to $200 hourly rate.
Channel: Emergency phone number
Business Hours: M-F 1:30AM -7PM Eastern Time
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
SCHEDULE D. Order Form
I. Term of this Order Form
The Service will be available to Customer for three (3) years, from: Start Date of March 1, 2022 to End Date of Feb
28, 2025 (the “Order Form Term”) in exchange for the fees described in Article III below, and pursuant to the terms
of the Agreement. At the sole option of the City of Denton, the Contract may be further extended as needed, not to
exceed a total of six (6) months
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.
II. SaaS, Support and Training, and Implementation
A. Software as a Service (“SaaS”)
1. Applications
Customer plans to use the Service to manage Airport Operations.
2. Number of Users
During the Term of this Order Form, Customer is permitted to register a maximum of 6 Full Time identities as
Service users.
Please note: use of Veoci as contemplated under this Agreement is limited to licensed users of the Veoci Platform,
including but not limited to, usage of forms and workflows. Put differently, unlicensed users, including members of
the public, cannot use the Veoci Platform as part of the Customer’s use of the Veoci Platform under this Agreement
without a separate Order Form that includes this specific use case.]
3. Non-User Entries
Service includes the capability to create up “None” Non-User Entries in Forms. As needed, additional Non-User
Entries may be purchased at VEOCI’s standard rates specified in the Optional Services table in Section III(B).
4. Document Storage
VEOCI will provide up to 200 GB (gigabytes) of online storage of documents, photos, and other electronic
documentation (“Documents”) to Customer.
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
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.
B. Support and Training
1. Software Enhancements
VEOCI will provide maintenance, support, and periodic enhancements to the Service pursuant to the Subscription
Terms. Typically, VEOCI pushes enhancements out in a two-week cycle; these changes are small and designed to
make the introduction easy.
2. Training Offerings
Definitions - Administrators & Users:
“Administrators” are staff who will design and edit the Veoci Platform to build or maintain solutions/applications.
“Users” means people who will be utilizing the system functionally.
Veoci is simple, intuitive, and easy to use, so most Users need only an introductory training to become familiar with
basic navigation and functional use of a Veoci solution.
While several training options are available, they are only recommended for those who wish to expand their
knowledge of Veoci, play an active role in customizing Veoci on their own and perhaps develop and add more
applications; Veoci is sold by registered user and with some exceptions, there is no additional charge for
applications that customers develop on their own.
1. Two-day Administrator training sessions (Boot Camp Training) are typically scheduled monthly at various
locations throughout the US. The fee is $950 per person. We recommend administrators attend Boot Camp
Training, as they will be responsible for training End-Users and maintaining the Customer solution.
Remote Administrator Training is also available. These training sessions are similar to an on-site session but will
exclude class exercises. Also, the content of Remote Training will vary slightly due to the changed medium and will
be set up as multiple 90-minute sessions. These Remote Administrator Training sessions and additional training
sessions both on-line and on-site, are available at VEOCI’s standard professional service rates.
2. Our customers generally benefit from participating in two (2) Veoci free online training offerings. Veoci Basics
Webinar (1) Is a 90 minute capabilities presentation that is offered every 2 weeks. Veoci Fundamentals Training (2)
is a self-directed offering that is available every 2 weeks. Students are given 2 weeks to complete training that is
expected to take about 5 hours if uninterrupted. In this fundamentals training, users learn Veoci communication
features and basic navigation in the Veoci Interface.
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
3. Customers who purchase Business Continuity (BC) Solutions, Incident Management (IM) Solutions or Airport
Solutions (AIR) are encouraged to take a Veoci Solutions training aligned with the purchased solution, although
these training offerings are not considered essential for administrators. The solutions-specific training sessions are
$950 and offered online (3 days, 5 hours per day) and in person over 2, 8-hour days. The Veoci Fundamentals
Training is a pre-requisite for taking the solutions training.
4. Customer who purchase a Veoci solution other than BC, AIR, or IM are encouraged to take Level 1 Admin Boot
Camp Training that gives a broad overview of using Veoci as an administrator to manage Veoci users, create
workflows, Forms, Plans and Dashboards. The cost is $950 and the training is offered on site over 2, 8-hour days
and online over 3, 5-hour days. A Level 2 Admin Boot Camp is also available to provide instruction for additional
technical features not covered in Level 1 Training. The Level 2 Admin Training is the same cost and duration(s) as
level 1 Admin Boot Camp.
A. Fees & Term
Recognizing the value of the Customer’s business, VEOCI offers the Customer the following fees for the term
specified in paragraph one of the Scope section of this Agreement:
QTY DESCRIPTION ANNUAL
SUBSCRIPTION
6 Veoci Named Licenses Mar 1,2022- Feb 28,2023 $9,000.00
6 Veoci Named Licenses Mar 1,2023 - Feb 29,2024 $9,630.00
6 Veoci named Licenses Mar 1, 2024 - Feb 28, 2025 $9,900.00
1 Support, Hosting Included
Contract Total - $28,530.00
B. Optional Services if requested
Standard Training and Consulting for 2022 (Subject to change)
Item Unit Price
Administrator Training Credits (offsite) 3 Days - Price per attendee $950
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
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MSA No. # GWS7722397778119
www.veoci.com | brian.barnes@veoci.com | 413.563.8979
Veoci Inc., 195 Church Street 14th Floor, New Haven, CT 06510 Rev. 22-01-03
Client Hosted Bootcamp
2 Days – Price per attendee
(Min 8)
$950, client pays for trainer’s travel
and expense
SSO Integration Implementation $950
Professional Services & Consulting
As requested. Not to exceed 100 hours over the
life of the contract Hourly $200.00
Organization Branding One-time Implementation $1,500
T&L (Without Air) Per diem $300
Hosted Storage Extra 20 GB per year $100
Non-User Entry (External Forms) Single Entry $1.25
Conference Calling (Minutes) Per Minute $0.05
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. City of Denton
Signed:
Signed:
Name: Dia Wynn Name: Gabby Leeper
Title: General Manager - Aviation Title: Buyer
Date: March 3, 2022 Date:
DocuSign Envelope ID: DE46A89E-BB7F-4A6F-A500-83DC6A5EF5D5
3/30/2022
Certificate Of Completion
Envelope Id: DE46A89EBB7F4A6FA50083DC6A5EF5D5 Status: Completed
Subject: ***Purchasing Approval***7963 Airport Operations and Lease Management Software
Source Envelope:
Document Pages: 18 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
3/30/2022 8:38:09 AM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 3/30/2022 8:48:37 AM
Viewed: 3/30/2022 8:48:45 AM
Signed: 3/30/2022 8:49:47 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/30/2022 8:49:48 AM
Viewed: 3/30/2022 8:50:01 AM
Signed: 3/30/2022 8:50:08 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/30/2022 8:50:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Leanne Hood
leanne.hood@cityofdenton.com
Administrative Assistant III
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/30/2022 8:50:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Brian Barnes
brian.barnes@veoci.com
Security Level: Email, Account Authentication
(None)
Sent: 3/30/2022 8:50:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/30/2022 8:48:37 AM
Certified Delivered Security Checked 3/30/2022 8:50:01 AM
Signing Complete Security Checked 3/30/2022 8:50:08 AM
Completed Security Checked 3/30/2022 8:50:11 AM
Payment Events Status Timestamps