R24-080 DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
RESOLUTION NO. R24-080
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN AGREEMENT WITH PLOTBOX, INC-,
5 FOR CEMETERY MAPPING AND RECORD-KEEPING SOFTWARE FOR AN
AMOUNT NOT TO EXCEED $76,512, PROVIDING AN EFFECTIVE DATE,
7 AND FOR ALL OTHER PURPOSES.
WHEREAS, the City desires to enter into an agreement with Plotbox. Inc . for software
la that will assist with managing cemetery plots. The software will map out the cemeteries with
I I an interactive map view, which will allow visitors to find their loved one more easily; it will keep
I: track of the owners of the plots and the people buried in them; and there will be a high-
resolution
I v drone image of the cemeteries; and
la WHEREAS, the City Commission of the City of Boynton Beach, upon the
I recommendation of staff, deems it in the best interest of the citizens and residents of the City
iI, of Boynton Beach to approve an Agreement with Plotbox. Inc., for cemetery mapping and
record keeping software, for an amount not to exceed S16,512, and authorizes the City
s Manager to sign the Agreement
I'• NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
BOYNTON BEACH, FLORIDA, THAT:
I SEMON 1 The foregoing "Whereas" clauses are hereby ratified and confirmed as
22 being true and correct and are hereby made a specific part of this Resolution upon adoption
2-4 hereof
.4 SECTION 2, The City Commission of the City of Boynton Beach hereby approves the
25 Agreement with Plotbox. Inc. for cemetery mapping and record keeping software in an
26 amount not to exceed $76,512 (the "Agreement'). in form and substance similar to that
21 attached as "Exhibit A'
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
28 SLcE QN 3 The City Commission of the City of Boynton Beach hereby authorizes
29 the City Manager to execute the Agreement, The City Manager is further authorized to execute
30 any ancillary documents required under the Agreement or necessary to accomplish the
31 purposes of the Agreement. including any term extensions as provided in the Agreement.
32 provided such documents do not modify the financial terms/material terms
SE 14A The City Clerk shall retain one fully executed Agreement as a public
la record and forward a copy to the vendor
is siCTION5. This Resolution shall take effect as provided by law
,r,
41i 'signatures on following page)
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
41 PASSED AND ADOPTED this 16th day of April 2024.
42 CITY OF BOYNTON BEACH, FLORIDA
43 YES NO
44
fy_.
45 Mayo! Ty Penserga
46
47 Vice-Mayor - Aimee Kelley
4$
49 Commissioner _. Angela Cruz jz..1,
50
31 Commissioner • Woodrow L. Hay ✓
52
53 Commissioner - Thomas Turkin htc+r'
34
S3 VOTE 't
56 ATTEST:
S7
SR
59 1 r Ad--141111,
60 Mayle ' esus, MP. MMC Ty • """T
61 City Cl.r May•
62
63 A•PROVED AS TO FORM
64 (Corporate Seal)
6`
Cv
b7 •pti.�c,�`4 1 •• c+ ', Shawna G. Lamb
hs . '-i L City Attorney
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DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
PLO TBOX
City of Boynton Beach
100 OM Ocean Avenue
$1110111BMth.FL 33435
Date of SOW Creation (November 2023)
PlotBox Statement Of Work
Version 1.0
PlotBox Reference: SOW_001
SOW le-n;:i1e Nt'err•-rce SOW_tfMP[.ATI.1122
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Contents
1 Statement of Work 3
1.1 Key Project Deliverables 3
1,2 Project Planning& Milestones 4
1.3 Payment Terms 6
1.4 Annual Fee 6
1,5 Key Project Roles & Responsibilities I Personnel 7
1 6 Communication Plan 8
2 Scope Of Work 10
2 1 PlotBox Software Platform 10
2 2 Discovery and Design 11
2 3 Site Configuration 12
2 4 Data Migration 13
7 4 1 Transition Strategy 14
2 5 Mapping 16
2 8 Financial Integration/ Interface 19
2 9 Test System Delivery 19
2 10 Data Testing 19
2.10.1 Test Plans 19
2.10.2 Test Duration 20
2,10.3 Data Resolution 20
2.10.4 Data Retesting 20
2.10.5 Data Sign-off 20
2.11 Go-Live -Data Refresh 21
2.11.1 Refreshed Extract of Data 21
2.112 Entering Data Delta 21
2.12 Additional Development/Integration 22
2.13 (FAT) Functional Acceptance Testing (only where additional functions developed for
Client) 23
2.14 Training and Support 23
2.14 1 Training 23
2.14.2 Go-Live Support 23
2.15 Project Management 23
2.16 EverAfter 25
2 17 Delivery Team Handover to Customer Success Team 26
3 Primary Assumptions & Risks 27
4 Prerequisite Checklist 28
5 Additional Information 30
5.1 Delay in Prerequisite Delivery 30
5.2 Data missed in pre-requisites 30
5 3 Project Restart Fees 30
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6 Statement of Work Sign off 31
7 SCHEDULE 1 - COMMERCIAL TERMS 32
8 APPENDIX 1 33
8.1 SUPPORT PROVISION 33
8.2 SERVICE OVERVIEW 33
8.3 OUT OF SCOPE 33
8.4 ERROR CORRECTION 34
8.5 TARGET RESPONSE TIME (WITHIN SERVICE HOURS) 34
8.6 ERROR CLASSIFICATION 34
8.7 INCIDENT RAISED CLOSURE CATEGORIES 35
8.8 EXTENSION 35
9 APPENDIX ? 36
9 1 FEE SCHEDULE 36
9.1.1 PROJECT FEES 36
9.1 2 SUBSCRIPTION FEES 36
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1 Statement of Work
This Statement of Work is made between PiotBox. inc. ("PlotBox") and City of Boynton Beach -
Florida ("Client").
This SOW accurately reflects our needs end expectations- and is subject to PlotBox's standard
terms and conditions attached hereto as Exhibit A (General Terms), and includes the
appendices hereto.
1.1 Key Protect C.)ellvrrobles
• PlotBox Essential Software Platform
• Site Configuration for 2 Facilities
• Data Migration for 2 Facilities
o Data Source- Access
o Migration of Data for -
• Records
• Deeds
• Plots
• Mapping
o Drone Flight for 2 Facilities
o Hi-Resolution Aerial Map for 2 Facilities
o Overlay Paper Maps to HI-Resolution Aerial Map
• Mausoleum Mapping
o Convert Mausoleum Wall Maps and add interactive shutter'pins' for 2632 niches
• Training
o 9 his online
o 8 users in total comprising of
• Tier 1 x 5 (admin/super user/core day-to-day access -fully supported)
• Tier 2 x 3 (lite user - grounds, crem tech,receptionist-no support, 2
modules)
• Go Live Support via standard online support process using Jira Service Desk
• Non Branded Discover Ever After
• Project Management
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1 2 Project Planning 8 Milestones
PlotWax Methods Overview:
Plotfiox delivery methods framework comprises Bid Management, Project Management
Delivery Management, Development,Customer Success arid Customer Support 1 he diagram
below is a representation of our methods -
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The Implementation project will be formally scheduled within PlotBox based on completion of
Final Contract and receipt of Initial Payment Once both of these are achieved the Project
Planning phase can proceed.
During the Protect Initiation phase,the project plan will be discussed, updated and agreed based
on resource availability for both Plotbox and Client, assignments to project tasks with
dependencies and timeframes for both parties agreed, so our approach is very much a
partnership model. As these tasks are critical factors In project success, we will work closely
with you to confirm the project timeframe 1 he project timeline has significant dependency on
delivery of Client prerequisites, so it is important to provide these at the earliest convenience.
Below is an indicative high level Project Plan to highlight the key phases and milestones in a
typical Plotbox implementation
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1.3 Aaymtnt Telma
Figures are quoted in USD (United States Dollars) and free of GST
Milestone Milestone Value lmplernentatilon Coate
(%of Contract) {USO$}
Payment Milestone 1: - 50%is First Year USD$26,106 00
Stan of Contract Annual
Subscription Fee)
Payment Milestone 2: - 4rJt, USD$14,405.00
Delivery of Test System dor 6 months alter
rmntract signature, whichever is first)
Payment Milestone 3. - 10% USD$3,601.00
Go I Ivo,
Total 100% USD S44,112_00
All Invoicing milestones are for work to be completed in the future
1.4 Annual Fee
As per the payment of the Subscription Fee ! Annual Fee for Hosting of your site and Support
for your Users is due on an annual basis in advance
The annual fees payment due dates are detailed in the table below, showing the Period (Start -
End date) for each year and when payment is required
Period: Period: Payment Due date
Start Data End Date
tat Year 72 March 7024 71 March 2025 72 April 2024
2nd Year 22 March 2025 21 March 2026 22 April 2025
3rd Yew 77 March 2026 21 March 2027 22 Apnl 2026
4th Year 27 March 2077 71 March 2028 22 April 2027
•
5th Year 22 March 2028 71 March 2029 22 Apnl 2028
Payments for annual fee must be paid on the Payable Due dale outlined on the table above
regardless of whether the project is fully live or not
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Note•
The Annual fee is for Subscription to the PlotBox application, which includes hosting and
support During the implementation phase, this fee also covers setting up the subscribed users
and configuring the site for them, and both PlotBox and user testing of the data and
configuration within the system prior to go live It covers Support from all teams during the
implementation phase (e.g. technical consultants, mapping, product, development, training and
support teams) These teams support the system set up right through to supporting your test
environment After go-live, all support responsibility Is handled primarily by the Support team,
who would pull in other teams as and when required depending on the issue
t.5 Key Project Rotes & Responsibilities /Personne,
This section outlines the key project roles and responsibilities for each position on the project
team. Assigned personnel must be agreed and assigned within the first week of Project Fick-off.
Client Roles
Role Dasc don r Responsibilities Who(Name. emai0
Proct c,n nr Decision makers who have the knowledge end
authority to decide on protect Issues-requirements.
design.decissons,budgets resourcing,etc
Project Menage, Main point of contact on Client side tot project
onbaardsrg
Understand project goals end objectives
Establish actnrtres within the Client site
Prepare Client Project schedule
Ensure Ghent resources are available as regUlred
Direct people individually and as a project team
Keep everyone connected with the project Informed
Review project progress and take action to move
forward as planned
Ensue Ghent responsibrlibes are completed within
Weed time frame
Oats Owner Skies(Subject Matter expert}on erristing systems
Data to whom the Plot8ou team needs access for
advice
Support Me Data Testing and Acceptance
Process Owner SME(Suttect Matter expert)on existing procesmo
and systems to whom the PlotBox team needs
access and advice
Tasting Team frRrsl
PTDrea3 Testing Team (TIM)
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I I V I
Finiwrddtrttapatin (Te{1)
awtTrer er applicable)
System Champions(per
rilcilny) ILII
PlotBox Roles
Rtale Oe csfpllgf 1 Reseemetaltles Who
`fates Commercial teed Commercial lead rnralred during the pre-sales
phase
Manage and supporl any cornmerctal aspects 10 the
project
PIa}eci Manager Plottlox Proved Manager monitors and manages
PlatSSay.responsibilities
Track prtryet1 prowess
Provadts pipdance and support to the Cheat through
the Pirt8ox Onboarding tourney
Obtain format acceptance for project detivetebtes
Custamri Succrs PIn1Fbr CIMOM r Asa representative ore Only required If ARR a more
Menogpr support the Chant through the customer onboarding then 5101
iourney and.continue to supper past co-Isve
load ri ()pi Jury Head of the PtalEiox delivery team
Esceiation on protect
The Client must ensure that Its personnel for the key roles:
(I) are competent and have all necessary and appropriate skills, training,background and valid
qualifications to carry out the duties and responsibilities of their positions and the tasks
allocated to them.,
(ii) behave in a professional and responsible manner at all times and perform the Services with
due care and skill and in accordance with best industry practice;
and
(iii) understand and agree to the scope requirements of this Agreement which are relevant to
them.
Key Personnel to be assigned to the project
The Client must ensure that the Key Personnel are made available to fulfil the tasks and roles
allocated to 1her'11 during the project onboarding
Changes to the Key Personnel
Any changes to key personnel must be notified as early as practicable
Client must use its best endeavours to find a replacement who is at least equally qualified and
experienced and notify PlotBox for that replacement person
NOTE:
Any impacts on Client key personnel through the project may have rhe potential to influence the
delivery of the project and have consequences to the schedule timeline, quality and costs Where
rhos occurs PiorBax will follow the Change Control Process
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415 Corriliii/firretfir•ti Phw
Comm Audience Message Media Fretturncy Ownef
Type
Weico•ne Cltenl Weicarne to Plotbo.6 nett steps rdent:rticalio. 4 Tail once Ikon Piotlio.PM
Erna° Contacts receipt o'
Initial pay/re-11
Int.e•r.a' Saksoerape Intro b Ilandoer tri Sakspr3v-, Meeting Or e'stmt P1n 111.PP)
Pbitiox Kick PM Review Statement of Worksc'pale:i
Off Protect Re•.1rw Protect Discover).1:0-7,; PlutBo!PM Renew&ale•r•ent of''hail!, Gtt Once at tio,t Pluto,.PM
Kir.C7!f Client PM DISCUSS Pie requisites Iileeerq of P qec•
Chant ler
1 I
Custom*. Client Town Review t.Xrani siege of 111e Mini.Pia GM; Durnrp delt.*ry Cwtrxrwr•
Sudan., acuvn►ea end lholi(Malt Pipe Meerwsa end swat Co Success
Inv Tailor
Customer Client learn Online Ire to provide t#ed feedblatitcnIOW &I'M During deli..*y Custorrre•
Succeed( erioenence with Ptotboi end tio$I C $ut C•eBF
Ihre T*}•),
Pre-Fiegusnei Client PM trelaery neq ceded pre-requisite items to Email. Batons Client
PtolBox Data Cormyricarrw
upload nt of Piggleol
PrlAegi}slIe Plotbot Reminder of otata idrng prerequisites I•ra•I Weekly until OSP
received Migration
tern L eac
ScPteighil,•ip PkiIAo. 0, rc*p or Alt Piereguisnea.C,1aM+q•eriori i-.,tieganit 0r7 renewvf Tearer Leads
Lead.Mapping Tear l eel and Develop-net' P e equisnes
Teem Lead will provide esllrnated tare?rennet.
to Plottto.PM Onga sp
updates
SetrldwMeig Client PM Ptotpost PM WI notify Cleew of til/n+ateit T tie Ernail 6 (nit prig Plul fa■PM
Iran** PioPK1 updeles
Plan
Aaonit+ly Client PM L Update M cur'enr Prograsu'Statu3 Fri ii Monthly Ptorksi PM
Status Update CWrd Uses
Tr rvng Plan Client PM tielorls of advised tra prig plan.Nuc content Document Ant porn prior Trarirnp
rid advised audience ton each session la Functions' Consit[an01e
session lengtn and f•eGvericy etc Accarpterce am
Sign air
Data Mc•ahon Dien'.PM d Comrnunkatiaris re tele Interpretation Finan' as regmred Data
lead Taste.; Cali Mrg•aoorr
System learn P eed
Users
Test System. Client P"M L Irsrnuat ttse Chem on Pate Testlnp*taps Call ¢n hardener Dela
Hrndaver Lead Tester,' requlreO of Test System, Mierenan
System Agree dela testing period and trapuency of Team t fad
USE/CSUSE/CS reetskAlon at>pa
MapP,^8 Client PM 1 Inst•uct the Client on idenlficahon of Key Piot Cali On handover Mapping
Lear)Tesler; Points Of Peet Sys'Iem learn lead
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Dots Tasting Data Ldentlfrcetlon of lata Issues discovered Iss•x I og Weekly Cali Caerrt PM 6
Migna ion During Data IAMB USW/
TWA-Laid Wine per do WPM Wars
Happing Mapping Cornmurecations con'rmng Key Piot Points Fmar,Ca i Duing ay tee CON PM&
Town L vac timt+ra.Te I sad Teeter/
System Users
Dsta Tasting Client PM L Regular check-in with Cben1 dunng Data Cal- [hang Data Dela
laid Tesler tasting tee rig Period Wernher,
System learn ter,
Uu+I
Data Chant PM/ formal Acceptance of Oils as currently docualgn AZ and of Data Caere,P1.1,
Acceptance Plotfios PM migrated Testing Period Plo11nm PM
Sign oh
User 1 raining Client! TrainMj Team will confirm training dales Cantina& AR end a' Tra+r+rq
Plo:Boo PM Agree Dual Lrn penod fif required} Functional Cansutta•-ii
Agree Go Lin dale Testing Period learn
User Training Chent PAA$ Use,Training completed es per Trailing Plan Calk' Oaring Testing Tom ig
Users Drialee Period Co+neulter,l
Team
•
Wier Training Client PM Treinitq Consultant Teem will ITh I iAsln s Document Owing Poled Tieiing
record of the Oudgri avoid ste and-0~ttaee /Email COrievilarit
were earAM Tiara
User Training Chant PM i Complete Dual live Period with Call/ Outing Dui l diantPI4i$
Users! communka lon of aril issues (Melte lire pined (Wad
Customer Trop Ung
Sucpsse GoMPUltlrr it
Teem Toone
User 1 airung Client PM/ Confirm Go Lire bate Email At and of Dual Cams PM!
Malice PM tine Period Trauarrg
Consultant
Team
►yndovei to Client PM' Fermi Acceptance of Proiectaa per Key Docuslgn Fobielne Go done PM/
Supecrt Merlon PM Deliverables Live Modem PIM
2 Scope Of Work
2,1 PlatBox Softwcrrr• P1'atfor,i'r
The P1ot8ox Essential ptattorm will be configured by us to meet your needs The platform
includes the provision of the following modules as per the PlotBox tender/proposal submission
tolution Type
ELL
Id •included as STai davit
•air or r3plron.
ON* -Pies1 jroluded
.11PPP pwmrl.l
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Paiodlults Summary
Essential
Deceased Records Bring al deceased records together into a quickly
Management searchable database of cremation/interment records
Yea
Deeds Management Keep track of grave owrtets with ease using ttie deeds
module Enter,edn and print deed documents
Supports sell or lease plots/mernorials manage
ownership tecutds and transfer of ownetshrp requests and
produce deed documents
Yes
Pilot Management Management of each plot,including capacity,depth,
location and records
tt Mapping is included,supports visibility with an
interactive map view on current plot inventory status
Support efficiency in soles processes using PhttBoz iPiu
app to quickly view all available plots to sell wtiflst on-site
with potential cusiorners.
Yes
Public Portal-EvierAfter Ever After Is the advanced public interface that both
generates leads b revenue for cemeteries&Improves
service levels with tools like Walk to Grave It-inline
ordering
Yes
Mapping Module Nigh resolution drone imagery orates a truly digita map
for access on any device to show teal-time Inventory
status The verified mapping process is a forensic audit of
your inventory end often tdaritdies evtra available
inventory.
Yea
Contracts Management YLvJ can sell from anywhere an any device.with quick and
easy access to your Inventory,maps and records You can
keep track of payments qp
Booking Schedule Calendar schedule for oetnahon/interment box sings
Maintain customized diaries and schedule appointments
and seaters right from a Contract
Burial orders,labels and other'paperwork ate auto
generated from the system to avoid duplication
Ya
2.2 Discovery and Design
Plot$ox consultant(s) will carry out process discovery and process alignment session los
(I) support understanding of the current business processes and data
(ii)align processes to PlotHox and configure an effective solution.
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This will assist the project team with data migration, front-end configuration settings and
training
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Business Process Discovery
• The PlotBox consultant will carry out a process discovery and will work with the
designated Super User(s)/Data Owner(s) to understand your current processes and how
this will impact the data migration
Process Alignment
• PlotBox consultant will carry out a process alignment off-site and will work with
designated Super User(s) to ensure the processes you currently use within your
organisation will align correctly with PlotBox functionality or if some changes will be
required to your process in line with PlotBox functionality
2 ? Site Configuration
Location/Language Settings - PlotBox will configure your Software instance based on your
Location, Timezone and Language defaults.
Tax Rates PlotBox will configure Tax Rates at time of data migration Thereafter it is the
Client's responsibility to ensure this information is up to date.
Role & User Management Plo1Box will configure User Roles 8 Accounts according to the SLA
and Annual Fees associated with PlotBox. The Client will identify as part of their pre-requisites
the NAMED USERS to whom the 8 Licences will be allocated, and the Role they will perform on
Ploteox
Facility/les - PlotBox will configure your Software instance for the facility/ies as below
Facility Facility Name Facility Type Address
Boy lion Beach Cemetery/ 1611 South Searres. Boulevard. Boynton Beach.
cemetery Crematorium FL
, y
2 Sa'a Summa Memorial Cemetery/ 709 NW 9th Court,Boynton Beach,FL
Cemetery Crematorium
Section Setup - PlotBox will configure Cemetery sections as per the data that was provided
from your existing data systems. Any existing inaccuracies in your current data will continue to
appear In PlotBox
Fees - PlotBox will migrate Fee data from your existing database where available. Where no
existing database is available, or we are unable to extract Fee information. PlotBox will provide
guidance to support the Client entering this information unto PlotBox Thereafter it is the Clients
responsibility to ensure this information is up to date. Any existing inaccuracies in your current
data will continue to appear in Plot Box
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Document Templates - PlotBox have a standard set of Document Templates available
depending on the solution type delivered. See table below available Document Templates for-
PlotBox Essential solution By default, PlotBoN will use the standard `out of the box'templates.
For clarity on what is configured with regards to Document Templates: -
• PlotBox can only accept MS Word format for document templates, therefore any Client
supplied templates must be in MS Word Format
• PlotBox can only map any Client provided document templates into an existing PlotBox
document template (i.e If the PlotBox template does not exist, there will be no like for
like mapping or setup of that specific Client document template into PlotBox).
• PlotBox consultant will configure the document template(s) by applying the PlotBox
Tags that are available in the solution for that Document Template type,
• Configuration of any document template(s) excludes any formatting changes to the
templates{e.g fonts, styles:tables,colours, page settings etc..).
• Each Document Template is the same for all the facilities (e.g Deed Document template
will be the same template used across all 2 facilities)
• If any additional changes outside the standard configuration of adding "Tags" to MS
Word document templates is required, PlotBox can discuss this request with the Client
and follow the Change Order process (Note this may incur additional effort and cost).
2 d t7ot0 INIgratio.r
PlotBox will migrate data from your existing database/s as identified below.
• Access
Ar7•ddirronar$Dares of Chis nor logo'robe rrwvie T r*wy•Kru sn rohYnro+i 1 coat
Data Types to be Imported are:
Date Types Included In Scope Date Types Not In Scope
• Records (for Clarity-this data n NOT included in Scope)
Deceased Records • Contracts
Burtai/Cremation Event luaus(no • Scheduk (past or present)
diary entry for cremation DuritiJ or • Memoriats
• Work Orders
appointment bookings in the past
• CRM Contests, quotations,appointments
or future) or notes
• Deeds • Bulk upload of scanned documents
Deeds of Property(ownership) • Hrstork Financial Reporting
• Plots • Historic Commissions
Key Plot information • Historic Trust transactions:balsnees
interments
Note: The above Dara Types to be imported can only be confirmed when the PlotBox-Data
Migration Team conducts an analysis of the source Access Data to confirm this data
exists. Also, the source data will be mapped and migrated to the outlined modules above
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In compliance with PlotBox definition of these data modifies
Data Analysis will be carried out of the source data to determine the validity, structure and
integrity of the existing digital data Following Plot Box analysis of the date, any concerns will be
discussed with the Client
Data will be imported using a series of scripts developed by our Data Migration Team The data
imported will be functional within PlotBox where all current fields appear as expected in
PlotBox.
Any inaccuracies that exist in your current system will also appear in PlotBox and any
subsequent data clean up will be the responsibility of the Client following Co Live
The Data Migration learn will undertake a range of Quality Assurance Tests to ensure that the
data meets certain requirements But further Data Acceptance Testing will be required by the
Client in a timeframe agreed with PlotBox
The data is stored in the cloud and hosted by our chosen server provider Microsoft Azure.This
allows for real time remote access by employees or sales consultants from any location.
Important!
• PlotBox has not included time for the cleanup or cleansing of data prior to import into
PlotBox
• During the PlotBox dale analysis phase,we may identify information that may need to be
"cleansed" or tidied up prior to import. 'The PlotBox data migration learn will provide
advice on how to cleanse this data if the Client deems it necessary
• PlotBox is not responsible for the consolidation of data when multiple data sources are
to be migrated,or if multiple facilities have separate data sources
• The Client is responsible for providing PlotBox with the data sources to be migrated
during the various stages of delivery PlotBox is not responsible for any costs that may
be associated with a 3rd party supplier/ vendor in supplying this source data to the
Client
NOTE:
Any unanticipated complexity in the source data may result in a revision of Pioraox initial Date
Migration costs. If this occurs It will follow the Change Control Process
2.4.1 Transition Strategy:
As part of our initial protect initiation we will take time to understand the Client's existing
systems and operations to help determine the most appropriate transition strategy for the move
from incumbent systems)to Plot Box
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Although the most suitable strategy will depend on the specific needs of the customer we find
that in most cases we recommend a short period of parallel running (see tabOe below) of both
Plotffox and the existing system(s) in order to enable new users to get oriented to the new
systems with the close support of PlotBox staff
I On*time, single swiuchover Where after a single implementation event the Client will move from
event using their incumbent systems to solely using PlotBox for their
activities
Pros
• Quick and simple implementation resulting In PlotBox
running immediately
• Ability to decommission old systems earlier
Cons
• Hrgh impact and tisk approach
• Council staff and colleagues will be expected to be 'up to
speed'immediately
2. Incremental Implementation Core processes are incrementally moved over from being operated
or phased approach on the existing system(s)to being undertaken only in PlotBox Over a
period of time ell processes would incrementally be moved over
horn current system(s) to PlotBox until such time as all were only
operated tna PlotBox
Pros
• Allows staff sufficient time to adapt to new system
• Provides early feedback of system usage in a production
environment without risk to all process areas
Cons
• Slowest approach to transitioning the software
• Due to increased implementation timeline Is costly given the
extended support requirements
3. Parallel running period Where for a short period of time the Client WILL run PloiBox
alongside their existing system(s) until the acceptance criteria Is
mot
Phos
• Allows staff sufficient time to adapt to new system
• Provides early feedback of system usage in a production
environment without risking all process areas
• Timeline of dual running shorter titan inert.menta I
implementation
• Dual running can be targeteo to only specific
areesisltes/?aCilities
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Mapping
Drone Flights
PlotElox have agreed with the Client that Drone flight/s of 2 Cemetery Properties will be
undertaken,in order to produce a HI-Resolution Aerial Image of the property.
Prior to the Commencement of the Drone flight, a PlotBox surveyor (or Contracted Surveyor)
will install ground control points following location recommendations by the PlotBox Mapping
Team.
PlotBox will aim to create a clear aerial image, however we cannot account for variations in
weather conditions for example sunshine/cloud cover especially within images for cemeteries
with multiple drone flights Le.25 acres plus.
Property locations are
Facility Facility Name 'Facility Type Address Acraape
Total
1 Boynton Beach Cremate-y Cemerery 1611 South Seacrest Boulevard, 13
Boynton Beach,FL
2 Sarah Simms Wm.:. Cenirre.ry 209 NW 9th Court Boynton Beach.FL 3
Cemetery
Hi-Resolution Aerial Map
PiotBox will use the Drone Images to produce a Prx4D Mosaic
1 his Mosaic along with the Ground Control Points will be imported into ArcGIS where the Aerial
Map will be Geo-Referenced and published online
Map Overlay
Following Data Migration, the Mapping team will undertake an initial call with the Client to
identify initial Plot Points on all sections which will improve the GPS accuracy of map overlays
PlotBox will overlay 16 Paper maps as per location, provided by the Client, over the Aerial
Images
The Combined Aerial image and Map Overlays will be imported into ArcGIS and published online
for linking to the Client's Plotbox site.
Mausoleum Mapping
PlotBox will convert Mausoleum Wall Maps and add interactive shutter 'pin$' for 2,632 niches.
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Aerial Images
Included below are Google images identifying
1 The Area for Drone Flight (Yellow Area)
Berton Beach Cemetery
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C;11.1 a.rner These mops are for genera"prap(sca" and rnlormareana"purposes onfr They are nor tunablit or intended To,boat
engrneerrn€ or surveyfnc ptrposas The aor'Gr'K'or Ihete Map As /Wassalty atfscied toy several factors such as me Amus of
adrrowed ring tech/104M,to aserte Irish,nor arrpact of errors or orresswns 1n the records and dere prossded ic us end',Owed
in the Main. and c sir es tract haw Occurred snot trsa erne the mope were drtpTroped Pkirsor and its arRkNas and ar stws assuna
nc respaniihrlry kv. and cbstiarm Of express or enpfret waetwille as to, the accuracy of mese maps You are edwsed 10
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2.8 Financial Integration I Interface
Not Applicable
2.9 Test System Delivery
Once the Data Import and Quality Assurance tasks are completed by the Data Team, they will be
in a position to handover the Test PlotBox Site to the Client. During this handover the Data team
members will guide you through the imported data and provide further guidance as to the DAT
required.
The Test System Is defined as the Client providing electronically available records, deeds and
plots for the 2 facilities which will be migrated into PlotBox and made available to the Client for
their testing
The Test System at this pant will contain the following records:
• Records
• Deeds
• Plots
• Anything else included
Please note, at this point light training will only be provided on functions relevant to Data
testing. During this phase of the project, the Client is advised to focus SOLElY on imported
Data accuracy
The Data Team member will also provide you with an Issues Log to record any data differences
found This documentlportal should be administered by the Clients Data Owner from their
internal project team They should ensure this is updated by Data Testers, and perform
consolidation where the same issue is reported by several users
Please note, any existing Inaccuracies in your current data will continue to appear in PlotSox.
The Data 'learn member will agree to regular check points with the Client during the Data
Testing pen ad During these calls the Issues Log will be shared and discussed
2 iO Data Testing
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This is an area of the project at high risk of time delays, which will have a knock-on effect on
subsequent Project Milestones,including Go t.ive.
It is vitally important that the Client performs an extremely thorough, intensive and complete
Data Testing Exercise.
The Client should ensure that Data Testing Team members have availability to dedicate approx.
1-2 hours per day to this function during the defined periods
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2.110.1 Test Plans
Early on the project lifecycle,the Client will be required to create Data Testing plans relevant to
their Company configuration (PlotBox Data team members will be able to provide guidance on
these if required)
2.10.2 Test Duration
During the project planning phase, the Client will agree with the Project Manager a duration for
Data Acceptance Testing (DAT). A typical timeframe for Client DAT is approx 2-4 weeks
It is important that the Client verifies the migrated data in accordance with guidance provided,
and within the agreed timeframe as delays can affect the overall project schedule
2.103 Data Resofutlon
At the end of the agreed Data Acceptance period,the Data Owner will send the latest copy of the
Issues log to the PlotBox Data Team member The Team member will work through these
during the assigned time period (approx 2 weeks) and resolve any identified differences.
Once they have completed QA, a refreshed Test site will be made available for the Data Testers,
with the issues addressed The Issues Log will also be updated and returned to the Data Owner.
2.110.4 Data Retesting
A retesting period will also have been agreed with the Client early in the project. During this
period the Data Testers should re-test any differences previously identified to ensure these are
now accurate. The Data Owner should ensure that re testing results are updated to the Log and
any new differences included.
2.105 Data Sign-of
Where no errors are found, the Client will be asked to confirm In writing that the Data
Acceptance Testing has been successful This is via electronic sign-off using Docusign
FOLLOWING DATA SIGN OFF, ANY FURTHER DATA DIFFERENCES IDENTIFIED WILL BE
ADDRESSED VIA THE CHANGE CONTROL PROCESS AND MAY INCUR COMMERCIAL
CONSIDERATION.
Please note that until Data Acceptance Testing has been signed off, there may be some
dependencies on project activities that may not be possible to progress to the next project
stage (e.g Go-Live) Additionally Sign-Off of Data Acceptance Testing is required as a
prerequisite to the training phase in order to support an effective,bespoke training solution (only
applicable if tailored/ bespoke training has been included in scope)
Otherwise any training will be provided within a standard training environment
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211.1 Refreshed Extract of Data
Prior to Go-Live, a fresh extract (or copy)of the Client source data will be required to carry out a
Data Refresh tt will be the Client's responsibility to coordinate this with 3rd parties and provide
within the required lime-frame PlotBox will not be responsible for any facilitation costs that
may occur wtth 3rd Parties
A time frame for the Data Extract and subsequent Go Live will be agreed with the Client in
advance.
A representative time frame example is as follows
Day 1 Preparation of the data extract by Client and transmission to PloiBox during
the same business day. PlotBox should have access to this data extract
prior to the close of business on Day 1 in order to provide confirmation that
they are able to proceed
Day 2 - 4 Import of Fresh Data by PlotBox (see below for Data Delta)
Day 5 Validation of Imported data 8 Live System prior to commencing data entry.
It may be the case that Data Entry cannot commence until late Thursday
Afternoon, so the Client should be aware of this in advance and ensure
alternative arrangements are in place
Once Data Entry has commenced, the Client should enter the data delta and revert to Business
as Usual
NOTE Whilst this is a representative time frame, variations to this may occur based on your
project specifics.
2.11.2 Entering Dote Delta
Following the retaking of the Data Extract above,there may be a period (example approx 3 days)
during which the Client will continue to operate. This will either he via manually recording
entries, or continuing to use their incumbent software This period of date will not be ineiuded
in the Data extract taken previously and will require entry to Plottiox once the system has been
confirmed as ready to proceed It is the Client's responsibility to ensure that this Delta is
accurately noted for re entry and also the order in which it should be entered
NOTE: lin exceptional circumstances where a Data Refresh and Go live may be required over a
weekend, the Change Order process will be followed and may require additional commercial
consideration.
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2.12 Additional Development Integration
Not applbcahle
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2.13(FAT)Functional Acceptance Testing (only where additional functions developed
for customer)
Not Applicable
2.14 'framing and Support
2.14,1 Training
Training will be provided following Data Acceptance Testing sign-off,as purchased by the Client.
This Training Budget, es purchased by the Client is detailed below:
• Up to a Maximum of 9 hours of Online Training pry to Go Live
Anything over and above the training listed here,will be charged at the normal Hourly Rate For
any additional training hours,the Change Order process will be followed.
The Client should endeavor to agree a timely and proactive training plan with PlotBox.
Failure to attend agreed training sessions or frequent cancellation of these by Client staff,may
result in the Client incurring an additional charge for rescheduled sessions or forfeit of these
sessions
Users must provide a minimum of 24 hours notice by email to their Trainer or PM if they wish to
cancel a session, anything less than 24 hours will result in the allotted time being removed from
your training budget.
This Budget should be utilized within 1 month of Go live
2.14.7 Go-Live Support
For Go Live support, Plot Box support will be provided through our standard online support
channels (i e using Jiro Service Desk). There will be No onsite support presence provided on Go
Live.
• If onsite presence is required on Go-Live this can be discussed and agreed with the
Plot!lox Trainer and PlotBox Project Manager in advance It additional hours over and
above the purchased onsite support presence at Go-i_ive is required, these will be
charged at the normal Hourly/Daily Rate For any additional hours, the Change Order
process will be followed
2.15 Project Management
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On confirmation of Project Award, a PlotBox Project Manager will be assigned to your project to
support and assist the delivery and implementation of PlotBox.
An introduction call will be facilitated between the PlotBox Commercial Team, PlotBox Project
Manager, Plotbox Customer Success and the Client to familiarize all parties to the new team
members
The PlratBox Project Manager will arrange a Project Initiation maiet11g with the Client to discuss
PlotBox Processes, Teams and Delivery Methodology
The Project Manager will work with the Client to develop the project plan and identify resource
availability and action tasks for both the Client and within Ploteox
The Project Manager will agree to regular reporting and meeting intervals throughout the project
enabling the Client to monitor the project activities/tasks,dates and track progress.
Typical Project Management Meetings and Reporting for PlotBox Pro are as follows
Type Ff1Muincy
Project Kick Off Meeting Once(Start of Project)
Status Update Monthly
These intervals will be agreed in advance, and will be based on PlotBox experience of similar
PlotBox implementations During active phases of the project. status updates may be provided
more frequently in order to assist with project delivery. Any increased frequency will be
determined by the Project Manager, where the Client wishes to increase the frequency of either
reporting or meetings,this will be addressed via the Change Control Process
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2.16 Eve rAfier
EverAfter (www.discovereveratter.com) is our 90-10 website for genealogists and members of
the public searching for deceased records
to the final stages of the project, your data will be included within the EverAfter records. You
may direct your families to this website or place a link on your own website to it.
Please note that your facility will be one of many included on the site. However,should you wish
to upgrade to a 'Branded' version of EverAfter which only contains YOUR data and
pictures/references to your facility,then do contact us and we can discuss further with you.
(NOTE: EverAfter is la included as one of the Key deliverables, and the Project may be passed
to the Customer Success Team prior to completion of this task.)
Summary of what you will get from EverAfter
a EverAfter (Standard)
Deceased Records made publicly searchable alongside other Plot Box customers'
data
• Including the following data against a deceased If data is recorded/available in
PlotBox,
• Name
■ Date of Birth
■ Date of Death
■ Date of Burial/Cremation
■ Plot Reference
• Headstone/Marker Image
■ Name of Others buried in the same plot
• Coordinate Directions (if plot has been mapped)
a Public Genealogy Notes (If person of interest)
including the following data against the facility
• Name
• Address
• Contact Number
• Email
• Overview of Information about the facility
■ Image of the Facility
Visitors to the Site can"Suggest an Edit" on a record which will come through to
you as an email
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2.17 Dietvery Tr'nm Hnrtdnver to Ctrctnrtrer SuccgTes TOom
Within PlotBox implementation,our teams are divided into?areas
• The Project Delivery Teem • who look after you whilst you are getting set up on the PlotBox
software They look after getting your data imported, your maps uploaded and your users
trained,etc and ensuring that all your Key Deliverables are met.
• The Customer Success Teem - who look after you once the project delivery learn has
completed their tasks and you are running live on Plot$ox. They will respond to any queries
regarding methodology, process, new functions, problems, etc., and provide ongoing support
and assistance during your partnership with PlotBox They will also keep you appraised of
new functionality as it is added to the software and how this best fits into your processes.
When the PlotBox Project Manager considers the Key Deliverables to be met, they will
commence the handover over the Client to the Customer Success team. Until the Client is
formally handed over to the Customer Success Team. a Client wont be included in their
processes and communications, and may miss out on important information and system
updates So it is important that this step is completed.
Your support mechanisms will not alter, in tact it anything, they'll improve and you will use the
Jira Service Desk messaging system which goes straight to our Support desk and you'll be
answered normally within 2.3 minutes
This does not indicate that our relationship with you as a Client is complete, this ONLY
formalises the completion of the installation to your facility.
1. The PM will confirm all work is completed as per the Key Project Deliverables (Palle.2)
2. The PM will confirm with the PIo1Bax Accounts Department that the final payment is now due
(if applicable)
3. The PM will notify the Client via email of their intention to Transfer the project to the
Customer Success Team, and seek Client agreement. Any outstanding items identified will
have an approach discussed and action agreed, These will be accepted by the Client and the
Customer Success Team
4. The PM will create an Electronic Project Delivery Sign Off, and sign on behalf of PlotFlox Any
agreed outstanding actions will be included on this document
5. The PM will send the Electronic Project Delivery Sign Off to the Client tot signature The
Client should endeavour to complete this as soon as possible If there are any queries or
reasons for not completing the Client should notify the PM of these
6 Once the Project has been signed off by both the Client & PlotBox. the PM will complete an
internal PlotBox handover to the Customer Success team
7 The Client will now be considered 'Live"and'In Support'
$ Any issues encountered by the Client from this point should be reported to the Support team
via our In App Messages Service ',lira Service Desk"during our regular Support hours
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Pt innary Assumptions & Risks
ID Dere Uks1I Impect Risk Contingency Owner
hood
1 1i of Scope Made Nq', AM WOK reporwe reportPVIslde c4'this SOW wit'be Ptolbo•
m lyndlld ae irtppoet IgW4 or feature request PM
Ixate.:l ct-enQIU UL
Please note lhif{tatlhrprow Cha. Or:tera
Cor tray be Ir1p{OMt
2 Data Accuracy Hiph +oy' Data givihn io the Poem dela team by the Client P$cttio.
Ip ritigratsoni,will be the most accLrate and up PM
to 441e'WSW 0?that data set
• Arty InecturiCerl net*tiff In vox current shsteT
will.iso*pistol in Ptoilia.ane any subsequent
data dean up will be the teaponsibltTy of the
Client Or Upon agree•r;n1 wit ti Pto11i0r
Pealed Management tar. McC..rn Low The Clrerrl w11 euppiy the hectssary internal _iPrt
prosect Herla*ertrent reen,>rtxs Clinnc end offer
the corrreriabi bra";
4 Data Mlgratgn LOA Hryr- Rip t ainellnea art beielel on the were se that Cser•l
MOON Ile have¢rico tticcess to employees of
big Met MIIIS Cite help tae irelrestand the da'
wi MI M wpllaUm 1Nth
5 Delays 1n detmery of Htoh I1.gr, Client attolfd itlempt to have Preragws les w1t.'r 1:fe-f
P+rltequtsties PlotBox ASAP after Ertennal 100 Off
$
Maya In High Itph Gllerrl ahoiid atlernpl.to ar 1e a to agreed
Te ebngr'T herring hrnelnes
Delays in Maapinq High High High Client shwlb attempt 10 prOvrde txrples or Maps C:14-11
and rrtyenttty key Plot Points lrnr weed trnelures
P Data Mlgrellor Source Ifigh hl.prr • Durr 1e nota M1gra11on Ar+atysis phase Pletb0lt
data compiesrtt - Plr!Bcu Dela Ml9rellon team mal enco,inter PM
urAoresee;CStrrr{.lesttt ane iddninrul effort and
1 me rr.ey be rhyO04 to deliver rho Data M.grabon
.len-weds
t he P1olitim Dale Mrr-abc n!earn will cagy*VI
tie Anatol'of the iourCe dale provided by the
Glwit.
ti any eddibonal effort and lime le requr'ed
ra,tsolre the dale cornplesrties,this wii be
.h Md de the Ptoi6wr Change CIrder process
where an additional coil or schedule*Trpatl rr.a
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4 Prereauislte Checklist
Project Contact Malls
Please provide i he conn act information(Email and Id No)for the fo$owinc
13itlas
Client Project Manager • Key Project Contact who will distribute information
throughout the Client organisation
• understand protect goals and objectives
• Establish activities and detail budget within Client
• Prepare Client Project schedule
• Ensure Client resources are available as required
• Direct people individually and as protect team
• Keep everyone connected with the project Informed
• Supervise the progress and work of protect contractor
• Review project progress every week and take action to move
forward as planned
• Ensure Chent responsibilities are completed within agreed
time frame
Super User/Lead Tester • High-level knowledge n1 existing systems and practices
• Ability to troubleshoot
• Testing expertise
• Ability to communicate effectively with technical teams,
users and management
• Continuous process improvement skids
• Detail oriented
• Adaptable to change
• First line of support for your customers
• Ad as liaison between Client users and Plot Box
• May be involved in training of existing and new users
Any of these roles may overlap,i.e. your Main contact is also a Super user and also the person
most familiar with the current process for a site
Data Exports
.11 Export of all data for all sites from the agreed systems outlined above in the Dale
Migration section If these cover multiple locations/facilities these should be named
appropriately.
J A list of your current fees,section names,active funeral directors and memorial masons
if applicable.
Company Logo
Please provide a copy of your Company Logo for inclusion on your documentation
Maps
Please provide copies of the paper/CAD maps identified for overlay on your aerial maps.
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User Listings
Provide details of a NAMED USER for each licence purchased:their email address, role and base
location (if appropriate)
Staff Leave
Please provide details of staff leave during the project timeframe to allow planning
Also any busy times of day/week/month/year to avoid, etc ,Year end/Standard rlolrdays
EverAher
For *EACH* facility;
Default Latitude/Longitude
Address Line 1, Address Line 2, Town,County, Country, Post/ZipCode
Overview Photograph
Cemetery Contact Name (This might not be same as who your projects main contact is)
Contact Email Address (As above)
Contact Phone Number(As Above)
Facility Overview (If Applicable)
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5 Additional Information
5.1 Delay in Prerequisite Delivery
During the Project Kick off Call, a timeframe will be agreed during which all identified
prerequisites should be delivered The Client should endeavor to adhere to this timeframe Your
project will not be included in the PiotBox Schedule of Works until these are all received
If all identified prerequisites are not delivered within 4 weeks of the agreed timeframe,then the
40%test system invoice will become immediately payable.
5.2 Data missed in pre-reqursarc
Please ensure that the Prerequisite Data provided Includes ALL relevant data, including any key
information held outside the incumbent software if appropriate
If not Included during initial data exports, and is identified following Test System delivery, this
will require additional configuration of Migration Scripts. This additional work will be charged at
our standard time and material rates for any additional work, and may affect estimated project
timelines.
5 3 Project Pr,starr Peps
These may be incurred following 15 working days of non-communication from the Client e g
requested files not being provided or clarification of data riot being provided, testing not being
completed within a given time frame etc
Plot Box will continue to make attempts to contact via email / phone during this 15 day period,
after which point the project will he placed on hold, and removed from the current works
schedule
During a project restart a fee may be incurred and a new timeline will be discussed, as other
projects will have taken the place of the original resource bookings.
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DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D 36
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6 Statement of Work Sign off
accept that the information in this Statement of Work IS an accurate refection of the work to
b-e carried out to complete the project.
Agreedned yFir.and on behalf of PlotBox by Agreed For and on behalf of
cu ig
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S
DOS(C1YUDE1448A...
(Signature) (S+gneture) �►��i
March 31,2024 March 31,20241
(Date) (Date)
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1 LW I U\—J/\
7 SCHEnt►LE 1 — COMMERCIAl. TERMS
Acceptance Tests means the acceptance tests to be undertaken by the Client in
conjunction with Plotbox to confirm the Services operate substantially
In accordance with this SOW, as agreed by Plotbox and the Client,
promptly following the Effective Date,
Effective Date Means the date this SOW is signed.
Facility or Facilities means the number of and specifically named cemeteries, burial
grounds and/or crematoria which the Client is responsible f a' and in
relation to which the Client is licensed to use the Services, being 2
acilities.
initial Subscription Terms means a peeled Of 60 months from the Effective Date
Payment Terms Payment of the Project Fees is due as follows.
(a) 50% Project Fees and first year Annual Fees upon signature of
this agreement.
(b) 4044 Project Fees upon delivery of Test System;
(c) 10%Project Fees upon Go-I ive,
The Client shall provide PlotBox with a purchase order number foe
invoicing upon contract signature
Delay in carrying out the Acceptance rests once the Services are made
available shall not relieve the Client of its payment obligations or,
emend the above dales for payment.
Payment of the Subscription Fees is due on an annual basis in
advance Plotbox shall invoice the Client for the Subscnption fees
upon signing of this contract and the Client shall pay the amount due
in accordance with the Florida local Government Prompt Payment Act
All amounts payable under this agreement are non-refundable
Project Fees means the fees payable by the Client to PlotBox for carrying out till
Wok and delivery Of the Services prior to the Acceptance lens sa NI
out In Appendix 2.
A
Service Hours means gem to 5pm, each Business Oay, Monday to Friday,attduding
UK Public Holidays and US Federal Holidays
Subscription Fees means the annual subscription fees payable by the Client to Plotboo
for the User Subscriptions,as set out in Appendix 2
Proposal N/A
User Subscriptions Means up to 18] individual named users specified by the Client and
agreed by Plotbox as at the Effective Date, who may use the Services
,n relation to the Facilities specified in the Tender only In the event
'hal the Client wishes to use the Services at additional facilities or
permit additional individual named users to use the Services,the Client
must purchase additional User Subscriptions in accordance with
clause 4 at Plotflox's then prevailing rates
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1
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$ APPENDIX I
8.1 SUPPORT PROVISION
Any time worked,at the Client's written request outside the Service Hours or outside the scope
of the Services(including,without limitation the Out-of-scope Services specified below)vela be
charged at the T&M and/or Overtime Rate(as applicable)plus VAT and Expenses(if any) The
Service Charge applies solely to the provision of the Services and does not include third party
costs for hardware or software All third Qarty costs will be charted as Expenses to the Client
monthly in arrears.
T&M Rate
The T&M Rate of 5650[plus VAT]and Expenses(if any)applies per Man Day(being 8 hours per
working day(Monday to Friday,excluding Northern Ireland Public Holidays))for a support
services engineer in addition to the Subscription Fees for work carried out outside the scope of
the Services (This is unlikely to apply to the Client unless bespoke work is requested)
Overtime Rate
The Overtime Rate shall be calculated at double the prevailing TIM Rate+VAT and Expenses
(where applicable) (This is unlikely to apply to the Client unless bespoke work is requested)
Expenses
Expenses will be charged at cost and shall be paid by Client monthly in arrears
8.2 SERVICE OVERVIEW
Plotbox will provide the following support services
• Help Desk Support via standard online support channels (i e using Jira Service Desk)
• Routine Systems Management
• Security updates
• Enhancement of existing service features(but not new functionality development) is
included free of charge
• Incident Management via Plotbox Support
• Management of technical relationship with Ptotbox's chosen service provider
8.3 OUT OF SCOPE
Plotbox may reasonably determine that any Services requested by the Client are Out-of-scope
Services if Plotbox makes any such determination, it shall promptly notify the Client of that
determination. and the Cheng acknowledges that Plotbox is not obliged to provide Out-of-scope
Services.
For the purposes of this Agreement 'Otut of-sCope Services' means any services provided by
Plotbox in connection with any apparent problem reasonably determined by Piotbox not to have
been caused by a fault but rather a cause outside Plo1Oox's control (including without
investigation work resulting in such a determination) or by: any Improper use, misuse or
unauthorised alteration by the Client;arty unauthorised use by the Client,use of any hardware or
software not supplied by Plotbox;or the use or a non-current version or release of the Software
or Services
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DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D 40
8.4 ERROR CORRECTio
11. In accordance with this Agreement, Plotbox will use all commercially reasonable endeavours to
maintain the StrrviCes in good working order during the Set vice Hours
1.2. The Client will promptly notify Plotbox of any support request via email or online of any defect
error or other problem with the Services that means it fails to function in all material respects in
accordance with hs specification as published by Plotbox (the 'Fault') and provide Plotbox (in
so far as the Client is reasonably able) with a documented example of the Faun, a description of
the problem and start time of the incident and such information and assistance as is reasonably
necessary to assist Plotbox to diagnose and rectify the Fault Plotbox will categorise and record
all Support Requests made in a Support Database and an entry en the Support Database will
remain active until resolved The Support Request will be categonsed as; Explained, Complete
Wighdrawo No Action Required or Incident Raised Where the Support Request is categorised as
anything other than Incident Raised. Plottrox will use all reasonable endeavours to ensure that
the matter is resolved as soon as reasonably practicable.
1.3 Where the Support Request results in an 'Incident Raised' the procedure identified in Sections
4 4 to 8(inclusive)will be followed
1.4. On receipt of a request for correction of any 'Incident Raised,the matter will be logged in an
incidents Database and Plotbox will prioritise the Support Request based on its reasonable
assessment of the severity level of the problem reported Plotbox will use all reasonable
endeavours to ensure that staff commence investigatory and corrective work within the Service
Hours, to meet the target response lime specified below at tie sable in section 5 depending on
which category, or priority, the Incident Raised falls as defined in accordance with the table in
section 6 Plotbox shall update the Client at a frequency commensurate with the Target
Response lime,within the Service Hours,until the Inciclem Raised is resolved
8.5 TARGE I RESPONSE TIME (WITHIN SERVICE HOURS)
IPriority Target Response Om
Critical 1 hours
Severe 3 hours
Serious 6 hours
Minor/Query 24 hours
8.6 ERROR CLASSIFICATION
Priority Ciasslflcatlon
Critical System not usable for any purpose
Severe Marfunctio'impacting critical piece ci functionality
Serious Maryunction impacting rtiori critical piece of functionality
Minot/Query Routine advice and guidance request. Docun entetion deficiency or
usability suggest ion
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DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D 41
1.01V I L.)\-11\
8.7 INCIDENT RAISED CLOSURE CATEGORIES
Category Description
Software,Systems or The cause of the problem has been identified and an appropriate
Sub-Systems Error resolution has been generated
Hardware Fault The cause of the problem has been identified as a Hardware
Fault
liter Error The cause of the problem has been Identified as a user error,not
a Software.Systems or Sub•Systems Error.
No Fault.Found Either,the behaviour displayed in the incident report can be
replicated and the way in which the Software,Systems or
Sub-Systems behaved was consistent with the expected
outcomes,or,Platbox has not been able to replicate this incident
within the supported version and environment
•
Withdrawn The Client has determined that a resolution to the incident
should no longer be pursued
Change Request The Software,Systems or Sub-Systems behaviour is as
designed.A CR should be raised to enhance functionality.
Documentation Error The cause of the problem has been identified as stemming from
a Documentation Error,which has been rectified.
•
8.8 LX t1NSION
The parties may,on a case by case basis,agree in writing to a reasonable extension of the
response times specified above The Customer hereby acknowledges and agrees that.whilst
PlotBox shalt use all reasonable endeavours to meet the response times,all such times are
estimate only.and time shall not be of the essence under this agreement
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9 APPENDIX 2
9.1 FEE SCHEDULE
9.1.1 PROJECT FEES
ppm D.ict$ptiott Price$
1 Setup Fees
$36,017
TOTAL SET-UP COST S 36,012.00
9.1.2 SUBSCRIPTION FEES
Total (Year 1)-S8.100 00
License Costs tot 60 months teased on 8 users Total (Year 2)-S8.100.00
Total (Year 3)-$8,100 00
Total (Year 4)-S$,100 00
Total (Year 5)• S8,100 00
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DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
PLOItOX-GENERAL TERMS
I INTlIOOUC71014
Ll. This page sets e the general terms and conditions(General "O«t tnenUllan' means the SOW and any other relevantor
Terns)which apply to any Software and Services(as defined rx,cvmentatren provided by Pfotthae to the Customer In
below'which Plotb (as defined below)licences or provides connection with Rhe sullied matter a the Agreement.
orc
to it in the
to any Ctntryrser las defined below). •Tfletifre Dela" has the meaning given
commercial terms in Appendte f to the SOW,
Li, The parties' agreement for the MOcns+ng use and provision 'FadIlty' has the meaning given to it In the commercial
of the Software and Se+vkais is Rade by of(t)the SOW,(u I these
terms in Appendix. 1 to the SOW,
Goner& Teems, and (ell} arty other written document either
issued by Piotbm(and expressly referring to and incorporating "General Tents"has the rrhearvng gluier to It In louse 1.1;
Itself Into the agreement)oar any arrrendrnems or supplements 'Ingle)Svbsartpifoel Twin'has the meaning green to it M
to the agreement signed and agreed In writing between rix the crr+rhmertial fermi In Appendix. I to the SOW,
parties Together the above documents shall constitute and be 'Payment UMW hilt the interning green to it in the
known as the Agreement and apply to the Contract between c omen., bI terns in Appendix I to the SOW;
ac
the parties to the e■clusion of any other terms that the " e has the meaning given to It In dein*7.3;
Customer may seek to impose or incorporate. or which are -Prt Foes' has the merman. given to M In the
implied by trade,custom,practice or course of dealing commercial terms In Appendix. f to the SOW,
1.3. When conatrhretg the reigning of the Agreement. the
"Serena.'means the subscription services provided by Pimlico
documents listed In louse t 7 Shall be interPrwtd in an*reel
td the Customer under the Agreement uta vrvrw plotithoalt cam
of pnonty in the event of any inconsistency or conflict.vvsh or any other website notified to the Customer try Piotbax from
documents appearing earlier in the lin taking priority over time to time, at more particularly described in the
documents appearing later in the listDotusmt+italron,
IA, These General Terms are published on Plrrtbox's wrebslte 'e Houfl"WOhes the meaning given to it In the tommerclal
The Customer should print or save a copy of these General terms in AppenQix i to the SOW.
Terms for its records -Soflwan'means the online software eppiCNktlni swooped
1.5. Any order placed by the Customer shall only be deemed to be by Plot as part of the.Services,
accepted upon Piotboes signature of the SOW at which point miens the statement of wort provided by Plolbosr
end on which date the Agreement shall come Into tester's,. to the Customer,including all appen res thereto,
I.S. InteMronellr Omitted 'Subevtpison fees' has the meaning given to it in the
Li. Any SOW issued by Plot baa shalt tie valid fora period of 71 comrneraal terms in Appendr t 1 to the SOW,
days from the date of issue, If riot counter sigr++w end ^Ssubsc+IPibn Terre'has the mean.ng given an clause 161
returned by the Customer,at welch point the offer outlined f vfid the Irsileal Suhst riptian Term together with any
In the SOW shall lapse
subsequent Renewal Peri+ods);
"Support kink** Policy' means Piotbox's policy foe
2 hhiTERPRtTAT10N providing support in relation to the Services ars made
Li. The detirvlions and rules of interpretation in this cause 2 available at www platb.oait corn or such other ewbslte
apply In the Agreement address as may be notified to the Customer from time to
'Acceptance )setts' has the meaning green to rl In the b '
core nertyt terms in Appendix I to the SOW; '!leer Subscriptions' means the user subscripaians
'Agreement'has the meaning green to it an clause 1.2; purchased by the Customer pursuant to clause 4 which
'Authertsed Lawn' rneervs those employees, agents end
• Authorised Users to access and use the Services and
independent contractors of the Customer who are the dotumtntelion In ftcorrdlrste midi the Agreemrent its
authonsed by the Customer to use the Services and the specified In the commercial terms kn Appends t to the SOW;
Documentation,as further described in clause 4?)c), 'vlrt■s' means anything or devote (including any software,
"$swlness Dee means a day other then a Saturday, code, file of programme) which may. prevent Impair or
Si ndey or pubic holiday in the Usls_ otherwise adversely affect the operation of any computer
'Change a1 Goiter means the beneficial ownership o1 software, hardware or network any telecommunications
more flan SO%of the■!sued there capital of a company or the service, equipment or network or any other service or
*gal power to direct or cause the drection of the general device prevent,impair a otherwise adversely affect access to
management of the company,and Controls. controlled and the or operation of any programme m data. inctudrrg the
roilletagexpression donee of control shall be construed accordingly, of any prdere mwie Or data (whether by re
'Completion Owe' means the estimated date by which • aittrtr+g or Wien(the prog'emrne or data in whole
Plotbos shall make the Services available to the Customer for or part or otherwise),or adversely affect this Laser ypeISePI 1,
the Acceptance tests; including worms, Oman horses, viruses and*Owe sarnllar
'Conbdential trtfccvnetlon' means information that is th rugs or devices,and
'Workproprietary Or Confidential and Is either dearly labelled as
' means Ptaitha>t's work, duties and obligations to be
such or identified at Confidential Information in clause 11 5, [erred out under the Agreement, as specified In the Tinder
Customer Data-means the data Inputted by tine Cuttamre,
arid the Documentation. In the event at any conflict
Authorised Users, or Ptotboii on the Customer's behalf Vol between the terms of sutler doourMMl. the 011CYtthehtetips
the purpose ousing the Services or facilitating the fit'prevail
Customer's use of the Services; L2. Clause and paragraph headings shall not affect the
interpretation of the Agreement
A person Includes en Indreidual, corporate or unincorporated
body ivirherher or nos hiving seper.1e lege persorsarrty)
Lia. A rtriererste to a compeny shag include any company,
corporation or other body corporate, wherreei and however
incorporated or established
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2.5. Unless the(email Whorish*requires,words in the singular Subscriptions h has purchased from time to tient, »
shaft include the plural and In the plural shall Include the spiedlled In the Cr7r11merCd$Terms;(b)h trill riot alipw 0e suffer
ungpAar any User Subscription to be fried by more than one In r4duel
2.6. A re4i(,n0.1051tetvt,or itatuter,pro en II a reference to named Authorised 1.1W artless It tisk been fealslgrttd In Its
it as it is In force es ie the date of the Aglreemtnl entlriity 10 another IftdlvidtWl Auitliorifed USW. In Irrhkri Cast
L7. A relrrenti to wining or within includes bunts but rest f the prior Authorised User IMO no Mt*any right to
maiaccess or use the Services artdlor DocteMentatian. (c) eat h
Li. Reeferences to clauses err to the chases of thew. 6;eneral Authorised User shaft only be entitled to accost and use else
Terms. References to sections are to sections of thetelewert Services tor the purposes and according to the tier! od
Appends to the Agreementaccess applicable to the category of Authorised Use-specified
In the Tender, (d)each Authorised User shall keep a secure
3 SCOPE password bpi his use of the Services and Documentation,
3.1. Plotboa shad carry out the Work with reasonable ddge"sce and that such password shall be changed no less frequently than
dispatch. and with reasonable skill and e�epenlse.to make the moMhiy RwtWch Unless otherwise weed by Ptotbtta, will
Services evasable for Acceptance Tests by the Completion Inilfally br set u0 by at on behalf of Plolbosu)and that each
Mie Authorised User shall keep his password confidential; le) It
3.2. P1011)01 Niall arty out in toreunction with Ilse Customer. shall maintain a written_ up to date Int pl current
the kaoline* Testi and mei* IM Services swllable to Authorised Users and provide such hat io Noted' within 5
the Customer in attordar k* with tete teirnl Of the Agreement
(t) or Plotboc s written request at any dee or tl,n.a
3.3. Inte'mconeII r Omitted Ill shall permit f atbo■ to audit the Services In order to
3.4. II Plotbor's performance of ns obligations i+ delayed at the tstlblrlh the name and password at each Authorised User
request of the Customer or because 01 Its acts be omissions. Such audit nsly be(Conducted no more than once per quitter,
the relevant tonescaie shall be amended to take Into account at Fiotbgor'{ Patient*. aria this right shall be exercised with
such delay el Ptotbor can pernoistrate that the Orley has reasonable pekoe notice, in such a Marin."' as not io
such
revolted in an ir-cmeas!eh test to Piotboit in carrying out the substaMfalty•ntrri -rc with the Customers normal tgflfhlct Of
Work or ge,asndmg the Services. Plotttvrc may, at its sole business; )g) if any of the audits referred to In clause e
d,scretIon„ notify the Custpmet that It wisrtaa to Increase reveal that any password has been provided to any ir►dlii tgl
the Praia Fees and/or Subscription Fees by ars amount hal who is riot an Authorised User, then without prri)tstflCs to
exceeding any such demonstrable cast Plolbpx shall a4d elaCh Plolt,oa's other ri bit, the Customer shall promptly d4abAe
amount to Its fees accordingly,which additional amount that s+Kh plvsxords and Ploalbpa f not issue any now
be payable in accordance with the Payment Terme. p+tswordt to any such indmduelb end(q)Wafer of the audits
33. inc Customer shat- carry out the Acceptance Tests, In referred so in clause 4 211) renal that the Cuslorrei has
conjunction with 1410130xprcmptry following Plotbox's
underpaid Subscription Frn to Plotltan, that w'lPi rt
con?1 nation Owl the Sernces are available for acceptance
prejudice to Plotbo■'s other rights.the Customer shall pay l4
testing If the Services do not substantially conform to the Ploibow en amount equal to such underpayment as calculated
in accordance with the paces set out In the Commerdal
Pt%urnehllRior,, the Customer shot promptly Dols oh Terris within 1( Business Days of the date of the relevant
Netball With written motet, to the effect. giving details of and t
1w. nonconformance. Mottos shot as 1pproprlete, remedy
the noes conformance and the relevant trst4s) shall be 4.3 The Customer shell not access,store,distribute or transmit any
competed within a reasonable time Acceptance of the Y,r,nn, Or any m 11-rsS1 during the course of its use of the
Services shall be deemed to have occurred on whichever is the
Services that:fa)Ys unlawful,harmful,Il7rea snhl'* defarnatciy,
eeriest of 4.)the signing by the Customer of an acceptance obscene,infringing,harassing or racially or elMkally offensive,
certificate; Ib) the expiry of 5 (Nye' days after Ptotbo■ has )b] 1araMtates Magill activity, fcl depicts visually Italia
mace the Services available for the Acceptance Tests:or if
I images (d) promotes unlawful vttrence,)r)is discriminatory
the use by the Customer for any Authorise-it User) of Ing based on rice, gender, colour, religious belief, ,crust
Services in the normal course el business orieMatlWs,disability:or(fl in a manner that is otherwise Illegal
3.6. ;hotbox shall be g ven an extension of time for performance of or tausis damage or intas,Y to any person Of property; and
the Work If.(a)a force majtuire 01101110144M:or Ib)a variation Plutbo■ reserves the right,without liability or prejudice to Its
to the Wort or Services is tasked!it the Customer's request, or other rights to the Customer,to disable Ifs,tarstamer`s acted,
(c) a overly es caused In while or pan by en action Or to any material that breaches She provisions or this(louse
omission of the Customer or Its employees,agents or third 4.4. The Costo er spiel Mb le) except M dual be allowed by
pa ty contractorsAPI" appllce� w'lawhich lt incapable of exclusion by
agreement between tar parties: fi) and except to the extent
4 USER SUBSCRIPTIONS expressly permitted under the Agreernrnt, attempt to copy.
4.1. 5ubiect to the Cus[omer paying the Project Fitt pun hesireg !noddy,duplicate,create denvatts a warts from,fume, minor,
the User Subscnpbons on accordance with the Payment Terms republish,download,display,transmit,or distribute all or any
and cyause 11, the restrictions set out In this clause 4 and portion of the Software end/or Documentation(as applicable)
the other Wen arid conditions of the Agyeernent. Piotbox in any form or media or by any means, or di) attempt to
hereby grants to she Customer a rOn-exclusive. non- reverse compile, disassemble, mem engineer Orf otherwise
transferable right to permit the Authatsed Users to use the reduce to humeri perceivable form ad or any pan of the
Services and the Documentation during the Subscription Term Software; Or fbl access ell or any part of the Services and
solely for the(talon-des Internal business operations, more DucumeMsllpn in order to build a product or service which
particularly the collating and menagemrent of cemetery data competes sorb she Services and/or the Ootuenentstion; or Ic)
4.2. M rotation to the Authorised Users. the Customer use the Services and/or Documentation to peptide services to
undertakes that_(al the maximum number of Jlerthortaad Liven
probes;or fd)subject to clause 23, kerne, sell, rant,
that it authorises to access and use the Services end the kale. [re,ttler, assign. distribute. display, disclose_ or
Documentation shall not emceed the number of User
otherwise commercially ,:pion. Or otherwise mase the
Services and/or Documentation evadable to any third party
e+cepi the Authorised Users; or (a) attempt to obtain, or
assist
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E 137633572D
third parties In obtaining access to the Services and/or r>1 the Cu$tOwsed,Ns Ig*rtRs.sud 4o tslctdti.CO 4uNa»Rs yr
Documentation,other than as provided under this dause 4 emld rs, shig not be liable tee amy COM, Charges
*.5. The Customer shall use all reasonable endeavours.tope-vent
°' losers susRalned Or incurred by IM Customer that arise
any unar,ntiorised access to,or use of, the Services and/or the
directly or Indirectly as a result of such delay
Documentation and, In the event of any such unauthorised 5.9. Subject to the remainder of this clause 6.W there is a delay
access or use,promptly notify Plotbos in the Completion Date upon which the Services are to be made
44. The rnghts provided under this clause 4 are granted to the avertable by Piotbtis or Acceptance Tests,the Customer shalt
Customer only. and shall riot be considered granted to any upon givtrtg Pleads 14 days notice to that effect, and allowing
affiliate,subsidory or holding company of the Customer or It such 14 day period to remedy the delay, be entitled to
Cotton entity connected to the Customer terminate the Agreement or(by way of sole remedy) seek a
5% reduction in the Project Fees for each ween that the
S ADDIS tONAI USER SUBSCRIPTIONS Completion Dale Is de aytd beyond the 14 day period foliowirg
P1: Subisect to clause 5 1 and disuse S.3, the Customer may, the Attttptante Dar
from time to lime during any Subscription Term. purchase
additional Lr Substriptloni In este44 Of the number set 7 CUSTOMER DATA
jyt
04.4 in the Commercial Terms acrd Pict than gram atom7.1. The Custame' shall own all right title and In serest In and to
to the Services and the Documentation to such ■ddrtional ill of the Customer Data and shall have sate responsibility
Authorised Users In accordance with the provisions of the for the legality.ieMat111i1y.integrity.ettaracy and quality of the
Agreement
Carat Wrier Data
52. N the Customer wishes to purchase additional User 73. In the tylm p1 any cuss or damage to Customer 0eta, the
Subscriptions, the Customer shall notify Plotboot in wanting. Customer's sole and asxluwrw remedy Shall be for PIOCBor
Plot boo Shall evaluate ouch request for additional User use commercially reasonable efforts to retorts the ION rfe
Subscriptigns and respond to the Customer with approval or damaged Customer Data horn the latest bacY-up o1 such
refection of the request (loch approve+ ripe la be Customer Data maintained by Mottos in accordance with
unreasonably withheld) its/rchbartg procedure Plot6d,not shet be responsible 1a'any
�#. N Plo[btri approve* the Cuitonher's request to pvr[rrase host. destruction, alteration or disclosure of Customer Data
additional User Subscriptions, the Customer she-S. within )0teuled by any third party or arty damages (whether direct,
days of the date al Plottos's Owl:ace, pay to Plotbos torr indirect pr con a saaMlil)Wlsartd at a rlsuh Customer agrees
relevant fees for such additional User Subscriptionrs(based tort rttarn Its own backup tapir dl Cvctomt Data In Iht Wet
on Piotboa's then prevailing rates at the palm at which d was held by Customer prior to pr9Yhdifig Ato 1>lplboa for
such request IS made)and,If such additional User Subscriptions processing under this Agreement.
ere purchased by the Cultpmer pert wry throve the IrsItal 73. H PlotBarr processes any prrsorral data On the Customer',
Subscription Terwt or any R!nwva
li Period(as applicable). such behall when performing Its obfgalipne under this
lees shall be pro-rated for the remainder of the Initial Agreement. the parties record their intention that dirt
Subscription Term oo then current Renewal Period tae Customer shalt be the data controller and Plotsaa shag be
appincablef a data processor and in any such case. {a) the Customer
acknowledges arid agrees that,subject to Plotboa notifying the
6. SERVICES Customer W wett trrrraler Co storage in advents,the personal
5.1. PSotbor shall, Curing me Subscription Term. ppwde the
data may be transhrred Co stored outside the TEA or the
Services and make available the Documentation to the country where the Customer and the Avthprued Users are
Customer on and subject to the terms of the A jeernent iocated jr order to carry out the Services and PiotBoa's oiler
6.7. Ptotbrnr shall use commercially reasonable endeavours to make obligations under this Agreement, {bf the Customer shall
the Services available durusg the Servke Hours,except for
ensure that the Customer is entitled to transfer the relevant
unscheduled maintenance provided that Plotbos has toed personal data to Ptetboor so that PloiSoa may lawfully use,
reasonable endeavours to gave the Customer notice In process and transfer the persona`data In accordance with this
advance Agreemem on the Customer's Whetift) the Customer shall
S.T. N using Internet faplortr, the Customer must have at least ensure that the relevant third pe ties have been Informed
version 9 installed, es Whet versions then this are not oil, and have given chair consent to such Wet, ppcesslrw
supported by the Services worwewr, whichever browttr b and transit, as required by all apPlicalde data protection
used to access the 5erces, It Is reconweoled that the legisetlan and
wm
latest version Is installed (df each party shall take appropriate technical and
5.4. In terms of support provision Plotbos shall use all reasonable orgarsaatiorsa} measures against unss,thoriaed or vnlrw/ul
endeavours to provide support In accordance with Appendsr processing of the personal data or ICs 4ttideMll Ipss.
?to the SCAN destruction or damage
5_S. in the event that any member of staff providing arty services 7.4. the Customerhereby grants Plo[6os permisslonlplril,ttorl,
under the Agreemsstt n unable to prwrde Such services for publish,distribute.and publicly d splay as part of Its genealogy
a prolonged period for any reason then Flotboe shalt within pa'taI al www discovereverafter.com.the Customer Data,lar
a reasonable period, replace such staff member with an the purposes of public search•rtg and family history research,
ndividuar In a similar role Of With similar etcperierice to the staff provided that this permission miry be wltbd 1wn by the
member whom they are replacing Customer at any time by providing Piowith w
tBos ritter+notice
5.b Ptptfaort shad deliver the Services to the Customer(sub$ect to that effect or upon cancellation of tIss contract
to tie Customer eemtpheng with its obligations hereunder)
In accordance with the Iwteenespecified InIhe Documentation s 1011RU PARTY PROV4DERS
6.7. The Customer shall provide, for Psotboa, its agents. sub The Customer acknowledges that the SeMcel may enable
contractors.consultants arid employees.In a timely manner, o' assist ii to access the vrebsite content a1, correspond
access to all information and materials ss Plotbon requires to with, artd purchase Crvdurts and services from, third parties
perform Its obligations under the Agreement and shah via third party websites and treat It does so solely It its Ow"
ensure that such informal son and materiels we accurate and risk. Plott>ox makes no representation or Gamrnitrrhlht and
tip to date shall Piave no liability or obligation whatsoever ei relation to the
g!. If Plotbor`s performance of its obligations under the content of use of,or correspondence welt, any such third
party website. or try
Agreement is prevented or delayed by any act or omission
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
transactions compietee, and any contract entered IMO by ttletommun,caRioni lint from its systems to Pmtbar s
the Customer [including thaw entailing arty transfer of dale Centre,and all problems,tarrdttions.delays,delivery
hilkereS
Personal Data{, with any such third party. Any contract and all Other Iota 0+ damage arising from or
entered into and any transaction completed ria any relating tO the Customer a network connections or
third party website Is between the Customer and the
telecommunications links or Caused by the Internet
relevant third party,and not Flatboat Plotboc recommends
that the Customer refers to the third party's website terns 11. CHARGES AND PA Mt NT
and toMitiond and privacy policy price towing the relevant 1L1. TIM Customer shall pay the Project Fern and
third party webtite ileetbo.diet not endorse or approve Subs[ripdon fits to Psotboir for the User 3.ibscripteorrs
any third party websee nor pie content Of any OI the In ac[ordar+rct with the Payment Terms
third.parry**burro made ayallabte via the Seretei 11.2. If PloiBoe hied not r&si~red payment within 30 days
alley the duo dale, gruel Without prelwdite to any other
9
SUPPLIER'S OBLIGATIONS rights and rernedhs Oi Ptotic. 4a)Ptotfeor may.without
9 t Mottos u erteles that the Services will be performed liaising to the Customer,disable the Customer's passrrord.
substantially In ittordante with the Documentation and account and access to all or pan of the 5irvlcei and
with reria,able saNl end tare PiatAoa shall be under no obligation to provide any or
ILL The undenefring all Clause 9 1 shall not apple 10 [tit all d the Services whit.the IiwrCrrce(s)concerned remain
extant of any nonconformance welch Is touted by uta Of
unpaid.and(b) Imterett shag accrue on a daily basis on
the SOM Can contrary to Promotes instructions, or
such due amounts it ern irlrttial rite equal 1a 1211 Par If
modification or/iteration of the Services by any party osier
lower,the maximum rate permitted by tpwl,tomm.nci
than f'iotboi or Pio,boc's duly authorised contractors or a the due date and continuing well (Wile paid, whether
agents ff the Services do not conform with the foredomg before or after judgment.
undertaking.Kolbe;will.at Its expense,ruse all reasonable 11.3. A amounts and Fist Slated id Merrell to an the
rt
commertsei endeavours to correct any such non Agreemattt: f$ Shed be payable In US Dollars; (b) are,
conforrisance promprtlr, Or pithier the Custortir with an si blrn to clause SSA, msorscanceltebir and non
eirrnatne titian of ateemplrlhirrg the dei+ned refundable
pertorrnance.Such correction or substnutron constitutes 11.+. Reimbursement of any travel casts or travel related
the Customer's sole and exclusive remedy lot any breach expenses permitted under this Agreement shag be limited to
of the undertaking set out in thus. 9 1 Hoerr thstandng chose permitted under Section 112 0111. florid' Statutes
the foregoing. Platbomn. Customer sisal not be lIals+ie for erre tspsnies that tooted
41) does not warrant that the Customers use of tint those allowed by tertian 112 061, Florida Statute,or that
Services will be uninterrupted or error free, or that the were riot approved In writing in advance by Customer.
Services, Documentation and/or the information Plotba■shell not commence work on any new SOW or work
Obtained by the Customer through the Services will inert authai ration until receipt or a purchase nyder arid written
Ilse Cufuotr•s requirements,and(b)n not responea.ble for notice to proceed by Cutiomer
m
any delays, delivery failures, or any other lois Or darner. 11.5. Intentionally Omitted
resulting from the transfer deice over ctirrrrrvn et,onr 11.6. tnlenuon,$ly Omittedns
networks and facilities, including the internet, and the 12 PROPRIETARY flrrvliiS
Customer eckrwwrledges that the Servicer inc
Oocumentabon may be sub$ect to limitations, delays and The Customer atkrrowlydgrs Brad agrees that Plot box
other problerr s Inherent an the use of such communications WV*,its keeinerrs Own all intellectual property rights m
facilitieslh,Serylces and the Documentation Except as expressly
9 1 fhe Agree Tent shall not prevent Piotbor tram entering into stated herein,the Agreement does not grant slit Customer
Senior eg eements with third parties, or from any rights toi or in,patents copyright,database might,trade
indepindenth developing, Jung, siding or licensing
secrets,trade names[,trademarks (whether registered or
unregl,lered3 or any other rights or kenos In respect
QOkurt+entati0rS produrftvideta the
services which are of the Services or the DOcumentatron.Ratko represents
r,Titlar to those prnviifad under ch.AllrttAteM and warrants that el teti tins, Of eftilftrug rice this
10 4vStofelf ft's Oil AtloN3 Agreement, MD claims hive been asserted against Plotborc
10.1_ Tett(Wheeler ilial provide Ptotbou vnth(h)all fweissary (whether or nrr arty avian Or proceeding his been
to-operation lin rotation to there Agrttmtitt and (e) M brsttrghtl that allege that arty part if the Soitware IMringts
necessary Mess to such Information as may be required or misappropriates any patent,ctspy.t st mask copyright,
by Modem M order to provide the Services, YKluding o+airy trade secret or other IMeeectiral or proprietary right
but not limited to Customer Data, security access of a third party.and that Plotbox a ulka�ere of any such
inform-anon and configuration services; tel comps with
potential claim Plntbox also agree represents, and
al applicable laws end regulations with respect to its warrants that the Software. Senecas and support and
maintenance to be provided pursuant 10 this Agreement
acavriirn under the Agreement: jbJ carry out all other will riot infringe or misappropriate any Patent. copyright,
Customer responsibilities Set out Yrs the Agreement in a
timely and efficient manner.In tate mem of ant/deicers r•i mask cooyrnght,o-r any trade secret or ist+rer intellectual or
the Customer's provision of such assistance as agreed by proprietary right of a third early.Plafboe shall defend at Se
the 1:81114,1. Melbas may adjust any agreed timetable or Santis esrpettef any claim brought *galena Customer by a
dIrvtry ithtdult at reasonably necessary:(cl ensure that third party In a Mein of CormpMlM itlMlducston ill�ing Owl
the Authorised Users use the Sonnies and the the Software Infringes s suchthird piety's •,t,United
bocunsentebon In accordance with the terms and Stites patent or reg stored t'ademars ar misappropriates
conditions of the Agreement and shall be responsible for such third party's trade secrets. and 1haN Indemnify and
hold Customner barrelled.from and against those costs and
any Authorised user's breech Agreement,of[fiAgreement, id{obtain damages awarded to such third piny, or agreed t4 by
and shall mamuin all necessary tretnets, consents. and 1'lotbo, .ri a monetary settlement, that are specifically
permiagentssto necessary la Pahons,xis camracleft.ree ant attributable to such daam the foregoing obligations of
agents to perform their obligations under the Agreement.
inducing without kmitation the Services, (e) ensure that Plotboa are subtecltoCustomrr notifying fritvtbotn promptly
In writing of such Cline,providingPkotbos sot control over
its network arced systems comply with the rlfera t
d the defense and settlement thereof(provided. however,
spedw in
llitot we provided by pion !Torn time to time;and
ft) be solely responsible for procuring and masntairrrg Customer may panicrpate In the defense or settlement l
ern network connections Pith Hine at es own eipervte with counsel or its choice).,
and providing al. insormetion Ind assistance reasonably
and
resumed by Plotter an connection therewith
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
Notwithstanding tiw tattooing. Plotbo■ shall have no any and all COMM,CLOW-%04 CC1apfn,Nooses,finita,p�naftEet,
obligation or f,abriny for any claim to the extent arising out damages, judgments, and liabt8ltaa of any kind. Indiading
of a retuning In tole or In part from (r!unauthorued hese attorneys'fees.litigation espenset,arsdCallrt Costs,relating
or misuse 04 the Software by Customer or Its Users; (a) to the nondisclosure of any Coroidarttai Information In
modifications to the Software not made by Plotboq; (1*) response to a records rawest by a third party .The
blueprints, designs or other rralenab supplied by Customer acknowledges that details of the SI vices auod
Customer;(Iv)tinnate nalion of the Software with hardware, the results of any performance tests of the SainflOIsr
softw re or other rierns not supplied by Plotbrw;hl wad Carolltute Plotboub Co fodenitaI Information.
the Software as part al a Customer or third party method 11.$. PlotbOR acenowleddes that the Customer Data is the
or system; M) hist of an unsupported version c4 the COnftdential Information of the Customer, save to the
Software, (viil the specific data o tyooelsI of data input, Cetera It h agreed Or known by the Customer to be
processed or stored by Customer using the Software, or disclosed or processed by Plolbon pursuant to Clause ?
(lest any third party products and services bundled or 1.3.1. No party shall make,or permit levy person to make,any
Mtettated with the Software or otherwise made available pubs announcement concerning the Agreement without
by Pbtbce to Customer(it bent understood such products the prior written consent of the other patties(such consent
and services are subject to the license and teems of the not to be unreasonably withheld or delayed), axtept at
respecter.*third party suppliers,and are warranted rt at all required by law,any goavernmeMal or regulatory anrttiovtty
only as expressly provided by such suppliers) in the went (tnrciudrrtg, int out lirrelalion, any relevant socumes
Moth=has reason to believe that the Software Is or may exchange), any court or other authority of competent
become subject to an onfrwigernent claim, ►n addition to Mrtld+ction 1lotwithetandirrg anything In this section to the
Motbox's indemnitscationebligatron,Pfotbox shall have the comrary,rsa'th of the prnsvk►orrf**tette cArtftdentienty or
right to modify the Software so that it becomes non confidential information shall an arty way NCI to limit,restrict
thiringing, to Veto,* the right for Customer t0 Continue or prohibit Customer troth complying *eh arty of let
[sing the Software, or, r the loregping options are foot obligations as a public entity under Florida's Public Records
commercially practicable,as determined by Norbert In its Ad,Chapter 119.Fonda Statutes
reasonable d,scretton,to terminate this Agreement and/or
the corresponding SOWand accept return of the Software 14 INDEMNITY
In exchange for a prorated refund of any prepayments 14.1. The Customer shall defend, indemnity and hold harmless
mate by Customer in respect of the remaining subscription Pilotbox against claims, actions, proceedings, losses,
period after the date of torr n iatron damages.expenses and hosts(indudlg without kmltabon
court colts and reasonable legal lssa arising out of or In
11 COfeFeat N1;AIRY connection with die Customer's use of the Services andjor
3S-t. Facto party may be given access to Confidential Intormatoon CIC}tumentation, provided that: (a) the Customer is given
from the other piny in order to perform its obligations prompt notice of any such claim; fb) Plotboa provides
under the Agreement A party's Cadential Information real4Mble co-epetatiorn to the Customer vi the detente
Shall not be deemed to Include Information that.(a)is or and settlement of such claim, at the Ct banter's e■persae;
becomes publicly known other than through airy act or and (c)the Customer is goers sole iYtttOetty to defend or
omission of the receMrig party;f b)was in the other perty's settle the claim Notwithstanding anything In this section,
lawful possession before the dodmwe, (c) Is lawfully Customer n a municipal corporation of the State of Florida
disclosed to the ieeseetng perry by a third party without and has soon+age lehinunity from Certain claims under
restriction ondiaeloWre;(d($independeMtydeveloped by Florida law, Including Section 7O1.2*, floride Statutes ti
the receiving party, which independent development can Customer is required to Indemnify Plotbot under this
be shown by written evsdenee, or (e) is required to be Agreement, the limitations on tort Ashtray under Section
disc-toted by law, by any cosgt of competent)uritd[ction 7641 7111, Florida Statutes,shall be the applicable',matadors
or by any regulatory at administrative body for Customer's Indemnification obligations under this
1.1.3. Each party shall hold the other's Confidential Information Agreement, regardless of the nature or basis of the claim
in confidence and, unless required by last, riot make asserted Except to the extent sovereign immunity may be
the other's Confidential Information ava8able to any third deterred waived by entering into this Agreement, nothing
party, or use the other's Confidential Information for any herein is Intended to terve as a waryer of sovereign
purpose other than the implementation of the Agreement immunity by Customer nor shall anything intli ded herein be
a Eachconstrued as consent by Customer to be wed by third
sa
early shad lake all reasonable steps to ensure that the parties In any matter arsine out of This Agreement
others Confidential IMerrmatlon Co which r1 has access 14.2, Subject to clause 15, Ptohox shall defend the Customer.
is not disclosed or distributed by Its employees or agents In
vivafation of the terms of the Agreement its Officers,directors and employees against any claim that
114, Nether party shat be responsible for any loss,destructioshit Services or bacvmentanon infringe any u3 patent
n*
alteration m O�stiosure of Conlidentu' Information (Rheas." as of the fftecllve Date. coD7nght trade rtvara,
database right or right M cordlderouiality. end shad
caused by any third petty indemnify the Customer nor any amounts awarded
13.5 Any malertal submitted to Customer that Ptotbos contends against the Customer In !Lodgment se Settlement of such
constitutes or contains Contiderttlal IMormation. trade titairms.provided that:
secrets, or n otherwise exempt from production under
Meade pubitc records laws(including Chapter 119,Honda (a) Psotbox is given prompt notice of any siert Claim;(a]the
Statutes)must be septra:ely submitted arid conspicuously Customer provides reasonable to operation to Pfotbox In
labeled 'EXEMPT FROM PUMA( RfC0at0 PROCKtCT,ON -
the deftest arid settlement of such claim, at Plotter's
iPADE SECRET.' In addition, Plotbost must, sieminarwovs expense,and Ib)Plotbos is given too authority to defend
wall the submission of any ContidenrsaI Information, or settle the charm
14.1. in the defence or settlement
provide•sworn declaration w affidavit from a person with
settlement of any claim, Monte* may
personal
the right for the Customer to continue using the
kwowlldt* attesting that the Trede Secret
Services, replace or modify the Services so the[ they
Materials constitute trade sacrwu under Section 6i8 007. become non infringing or, if such rerwedias are not
Fianda Statutes,and slating the tactual bath for same It a
44%40 pushy submits a reouest to Customer for records reasonably available, llronlnite the Agreement on I
designated by hatbox as Confidential. Customer shall aitrriess bays' notice to the Customer reifsoul any
refrain from disclosing the Comfidenlliel Informaliran unless additional fiabMy Ce obligation to pay liquidated
otherwnse ordered by a court at competent iurisdction a damages or Other eddiuoryl Cosh to the Customer
P
14.4. In
In-thorned in writing by Plotbos. Platten shall Indemnify no event shall lottvptt Its employees agents and
and defend Customer and its employees and agents from sub contractors be liable to the Customer to the extent that
the alleged Infringement is bated on:(a)a modification of
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
;rte Srnwces or Documentation by anyone other than Periods shall coMiutrle the Subscription Term
Piotbm, or (b) the Customer's use of the Service-s or Without affecting any other right or remedy a,ailabfe to It,
Docurrientrtian in a manner contrary to the instructions either party may terminate this Agreement with Immeeliale
given to thy Cinsionler by PIOtbo,, o' (tl the Cutlomer's
use of the Senn[fi Of patvrr,enlatwn after notice of the effect by giving written notice to the ocher party If:(a)the
other party fails to pay any amount due under thh
elated or actual Mlfr ngerrorrit Hem Ptotbox or any ferment on the due date for
authority. k payment and remains In
approp nate authority.
default not less than le daps after being not•fied es
14.5 The lareg}offl11 Brod Clause 1544(D) slates ile Cifstonser's writing to milk,futh payment;(b►the other party commits
sole and esttlt/stre rights and remedies, and Plotboe's a materiel bracts 0A any Other tern Of Htis Agreement
(including Plotbar's etnpioyaes', agents' and sub
contractors'/ entre obligations and liability, for which breach n Irremadfeple or (d such breath n
remrdiablef fails to remedy that breath within a period of
infririge'nent of any patent,copyright,l rade mark,database Ill days after being notified In wnting to do so,()the other
right or right of confidentielrty
party suspends,or threatens to suspend, payment at its
debts o' is unable to pay its debts as they faa due or
15 UMfTATION OF ILAIIUTY *limits inability to pay its debts or Is deemed unable to
15.1. Thin tfauie 15 sets out the entire financial liability of pay its debts (4) an appttation is made to court.or an
Piotbera 'including any liability for the acts or *Missions order is made, foe the appointment of an admlrvstrator.
of its employees. agents and subcontractors) to the receiver, of bankruptcy trustee over the party-, or (e)the
Customer la) arising under or in connection with the other party suspends or ceases, or threatens to suspend
Agreement, (b) in respect of any use made by the or cease.carry-ng on al!or a substantial pan of Its business
Customer Of the Services and Documentation at any relevant to performance under this Agreement
pert Of RJhern;and (c) In respect of any representation, 161. On termination of the Agreement for any reason: CO ell
statement or tortious ata or omission (including licences granted under the Agreement she: immediately
mergence' arising under or lit connKtiur, with the terminate,(b)each party shall return and make no further
Agreement. vie of any equipment.property,Documentation and other
152. Euceet is tipressty and Ipldfltally pruw$ded In the items land all topes of them)belonging to the other party
Agreement=(a)the CusloRser eFs4emes sole retponarbility provided that nothing In Rhin Tetuan shat
for results obtained from the use of the Services and the horn coRecordst*prevent Customer
complying with Florida's Public taw retention
DocvnsentMflon by the Customer, and for corttlllikani requirements,
drawn from such use.Plotbon shat have no liability gee shy (c1 Pkotboor may destroy or otherwise dispoyt of any of the
damage caused by erten or omissions in any information, Custom,' Data +n its possession unless Plotter receives.
Instructions or scripts pronged to Pfolboe by the no teller than II) days after the eflectwe date of the
Customer in connection with the Sa+vitek,Or any actions termination of the
Agreement, a written request for the
taken by PlotboY at the Cutcorner's direction: )b) all deirrtry to the Custorner of the then most recent back
warranties,representations,conditions end el IMhrrr terms tip 114 the Clastorier Bata Psotbos shall use reasonable
of any kind w satsoerrr implied by statute or common law commercial endravOur* to deliver the beck-up to the
are.to the fullest extent permitted by applicable law, Customer withn 30 days of its receipt of slrch I written
el/eluded from the Agreement;and lc)the Services and the request, provided that the Customer has. as that time,
Documentation ate provided to the Customer on an'as!s` paid all fees and charges outstanding at and resulting from
basis termination(whether or not due at the date of termination),
15.11, Weft in the Agreement excludes the hatnsly of Plotbos. and Idh any rights,remedies,obligations or liabilities of the
al tot death or personal injury caused by Plotborc's parties that have ettrved up to the date of termination,
negligence Or (b) for fraud or fraudulent including the right to efaim damages in respect of any
misrepresentation breach of the agreement which evicted as or before the
ISA. Subleci to clauses 15 2 and 15 3 (a)Piotbcu shall not be date of terminations shall not be affected or prefudiced
liable whether in tort(including for negligence Of bear h Of
statutory duty),contract,mnrep.e-sensation,restitution or 17 FOPCI MIIJEURE
otherwise for any loss of profiis• toss of bus less, Plotbrii shall hart fie kability to the Customer under the
depletion of goodwill and/or sirmtar losses or loss or Agreement It IR Is preYented from de delayed in
Corruption of data or information, or pure economic pertorrrrng Its obligations under the Agreement, or from
lots,or torr env erweiel,indirect or consequential lass,costs, carrying on As business, by aces, events, ornilisons or
damages, charges or atpe'nses however anirng strider the accidents beyond its reasonable control,Including,without
Agreement;and lot Piotbea's total aggregate iablIlty in limitation, strikes, lockouts or other rnduttnai disputes
contract, misrepresentation, restitution or otherwise. (whether YMofving the workforce of P'ratboa or any other
arising In connection with the performance or party). faterre of a utility service or transport or
contemplated performance of the Agreement shall be telecommunications network, set of God, war, epidemic,
limited to the total amount paid by the Customer to pandemic, riot, civil commotion, malicious damage,
Plotbbi under the Agreement during the 12 months compliance with any law Of govrrnmlrntal order, rule,
Immed-seely preceding the date on which th*oflitn artnr regulation or direction, accident, breakdown of plant or
rnsaclvinery, Lire, food,Storm or default of suppliers or sub
If. TERM AND TERMthNA7lOni contractors,provided that the Customer is notified of such
16.1. The Agreement shalt, uislesi otherwise etemineted as en event and its ertpected duration II such a brie'mature
provided in this clause 15,commence on the f kettve Date event prevents,binders or delays Pnotboa`s performance of
and shell continue for the Initial Subscrlpban Term and, ds obligations for a continuous period of more then three
threiraftrr, the Averment shit (subfect to the parties f 3 named,the Custome'may terminate the Agreement by
reaching agreement on the level of lees payable) be gluing one 41)months'notice to Plotboa
automatically renewed for successive period*01 17 months
(each I f{enewa! Period) If the Customer provides its 111 VAkIA1KSN
watten consent to renewal no later than 30 days prior to No variation et the Agreement shall be effective unless it
the and of eh* them current Mrt:a! Subscription Terri or n In writing and signed by the pbties(or their authorised
Renewal Period If n dors not, then the Agreement shag representatives)and appended to the Agreement
terrnvrate upon the eap•ry of the appkable Inihai
Subscription terra. or Renewal Period, sonless otherwise 19. WANER
terrninatr•d In accordance wild its previsions the Initial Ma liodure or delay by a party to intercity any right or
Subscription Term iogether with any subsequent Renew-a' remedy provided under the Agreement or by law shit
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
ldnilitutr i*Wirer 011hal.Or very Other net or remedy,nor supersede any prenvous arrangement, iindeislandyng or
stall It prevent or restrict the lurcher exercise of that or any agreement between them relating to the subtect matter
other right or remedy.No single or partied everC ie 04 such they cover.
rtghl or remedy shall prevent or restrict the further 21.1. Each of the parties acingwl s and
•dgt *greet that in
eaert:he 01 that of any other right or remedy entering Into the Agreement it does ndl rely on any
undertaking promise. KiurarlC*,
20. COUNTERPARTS statement, ret>resantatiort,warranty or
The SOW may be executed to any number of tounterparts, understanding (whether In writing or not)of any person
each of which will be considered an original, but all of (whether party to the Agreement or not'.relating to the
which together will commute the same agreement The subject melee of the Agreement, other than as expressly
eachanse of a fully executed SOW (in counterparts or set out In the Agreement
otherwise)by electronic transmission shall be sufficient to
bind the parties to the terms and conditions of the 24 ASSIGNMENT
Agreement 24-1. Neither party shall.without the pr kwwriters consent of the
Other party,afstlrs,transfer.charge. sub-contract or deal
21 RIGHTS,ANb Rt ME 041S in eery other manner with all or any of its rights or
Except as expressly provided in the Agreement, the obligations under the Agreement
rlgMs and remedies provided under the Agreement are In
addition Il and not e:tlutive 04, any rights or remedies 75 P10 PARTNERSHIP OP AGENCY
tsnothded by law nindur g In the Agrrteenen;*Intended to Or Shall operate to
create a partnership between the parties, or authorise
71 SFVERI NC1 ether parry to act as agent for the critter, and neither
f_l, If any prpwisfori{or part of a provision)of the Agreement is party shall hare the authority to act In the name or on
found by any Court or ednvnistratrre body al competent behalf of or otherwise to bind the other in pity way
botsdiction to be Iniard,unenforceable or illegal.the other (including, but not limited to, the making of any
prowsons shall remain In torCe reprerserrtalion or warranty, the assumption of any
22.2. If any invalid, unenforceable or Illegal provision would be obligation or (Lability and the exercise of any right or
valid, enforceable or legal 10 some part of It were power)
steeled. the provision shall apply with whatever
rrodificatiun is netessary to give effect to the commercial 16 TNfP[s PARTY 1tsG111S
Intention Of the parties The Aptlnlent does not confer any rights on any person
or Warty(other then the parties to the Agreement and,
23 ENTIRE A6REEMtNT where apollcabte, their successors and permitted
274- The Agtteanent, and arry documents referred to In it. assigns) pursuant to the Contracts (Rights of Third
constitute the temple agreement between the parties and Parties)Act 1499
27. NOTICES
211, Airy notice required co be gin under the Agreement shalt
be in writing and shall be delivered by hard or sent by
pre-paid first-class post or recorded delivery
post to the other party at its address set out In
the Agreement, or such other address as may
have been notified by that party for such
purposes.
27.2, A notice delivered by hand shall be deemed to have been
received when delivered(or si delivery is riot in business hours,
at Sam on the first business day following deirrery) A
cOtrenly addressed notice sent by pre-pad first-class post
or recorded delivery post shall be deemed to have been
received at the time at which It would have been delivered in
the norma/course of post
211 GOVERNING LAW AND IURISDtt-ilON
This Agreement and any dispute or claim arh.ng out of or in
connection with it or Its subiect Pruner or formation
'including Ston-contractual disputes or darns) shad be
governed by and construed In accordance with the law of the
State al New Yori eschaslye of conflict Or choice of law rules
but inclusive of applicable federal taw.Including the federal
Arbitration Act. Notwithstanding any other choice of taw
provision herein. ilorida law shall govern any claim or
defense relating to Customer's public records obligations or
sovereign Immunity as a municipal corporation of the State
of Florida.Any dispute,Controversy or claim arising out of or
relating to this Agreement, including the formation
interpretation. breach or termination thereof, Including
whether the damn asserted are arbitrable,will be referred
to and finally determined by arbitration in etcordence with
the JAMS international Arbitration Rules, Ming Expedited
Arbitration Procedures, available at wvwv.)amsarfe,tom In
airy arbitration arifing out of or related to this Agreement,
the arbitratorfsl may not award any Intvdental, endued or
consequential damages, including damages fog lost profits
The Tribunal will consist of one(II artetrator The place of
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
arbitration will be New York,NY The tanivage to be used M
the arbitrat proceedings will be f nersh Judgment upon the
award rendered by the arbitrators)may be entered In any
court havtrie Juresdiction Ohne
lc3 ADDITIONAL(FRMS
Jai Orata and Pr,wracy PbttSo.strait comply with all appecalie data
and prency laws and rev.itations, Intaxirsg without intuition
Section S01 171.fk.,da Statutes.and shall ensure that Castanet
data processed.trensi.xtted,or stored b/Plotbot b not i tossed,
irarsitr Abed,or stored 4wsidre the United Stotts Frlotbeal ot$t net
sat,market,pr.*sh.ire rlsstribine.Or otherwise Intake available to
Wry third peNy any persona IdQnalleation information lit defined
by Sections 501.171, 817 SEB, or 1173685, Florida Stainers, as
amended)that Firebox may receive or otherwise have access to In
connecbon with this Agreement, unless egaessay autlarired In
advance by Customer II applicable and requested by Customer,
Ptitbor shall ensue that•b hard drives or other storage devices
and meths that contained Customer data have tern wiped In
Ecorttgeca wads the Mtn-current best Industry practices.
including vilithwiet limitation DOD 5221)72 M, and that an
appropnate data wipe certification Is provided to the satrstactior•
of the Customer
{b)EMttxs of Foreign Concern Pbtbor represents and certifies (I(
Piolboe is not owned by the government of a facet's)country of
concern:INF The posrerrrnent of a foreign country of concern does
riot have a go Uotre interim on Plutbac aha[fl Plothea Is not
oe..M1,d unthr the laws or and dotty not hart Its PAnclpri ptart
of bauble it /001 n country of COMM On or Wore the
effective date of Pits AgtermKri. PIotbot and arty$uboonvaaa
that w l ham access to personal identrlyna Information that
subme to Customer executed a'fidavrt(sI under penally of perjury,
in a Num approved by Customer attesting that the entity does not
meet any of the gena In Ser;inn 117 MI?). Fiends Statutes
[Deviance with the requirements of this tot iron is included rn the
v,Ouwernrnis of a proper inrows for purpotet rd ParOfrVI, 8
Tris used In this section that are not otherwise defined In this
Agreement shalt have the meanings asaked to such terns In
Secbcr+l61 134 CInridaStal,ne%
Ici Uwnenhrp Mottos represents and warrants that it n the
airmen cr all right„tete,and interest on and to the Software.or that
r, has the rtgfvt to grant to Customer the rights and the"(enses
panted vide*the Agreement.and that Motto,has not knuwrrtgatr
granted rights or Soames to Miry other person or entity that would
restrct rtrhlt and Wow granted t,rtusder, *wept as may be
esp.essay stated hanYs
(d) Warranty Regorging Vtiusrt Ploebout further represents,
warmed',and agrees that the Software is tree from curter/IN
known viruses or malicious software(at the time the Software and
any subsequent versions thereoo are provided to Customer) and
that Ptotbon has rind will continue, for the hA term of this
Agro fropf,to site commercially reasonable ueuttey measures to
KALOV die integrity of the Software from data leaks, Mellott,
denial of service attacks,and other urnauthorued,ntrtrsiom tt the
Software accepts,transrrwts,of starts arty credit tarrelhoider data.
(e( ADA Corredwnce Modest represents and warrants that the
Software is,Arai Icr tare 4draMmi of the *weeniest will remain.
ulyatotsatile arid comptia ni with the Americans with Drtapittes
Act,42 USC b 11101 Section 504 of the Btaesatinaation All of
1973, and al other Appka a lawn,and that the Products and
System meet or exceed the World Wide Web Consortium,A teb
Content Actessibiaty rrurdelrres IwCAG.I 1 1 level AA standard Or
any higher standard as may be adopted by she ►mernaaonal
Organlration for Standarduatron
(f`Pubic tratty Crime Art Ptotbcx represents that n is familiar
with the requirements and prolhibrtrcns under the Pudic Entity
Mee Act.Section 241.233.FTartde Statutes.end represents that
Its entry into this Agreement wig not .rotate that Act Plottbost
Nether represents that there has beer',no determination that It
committed a'pikes(entity cr,me'as drained be Section 211 133.
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
FRonde Statutes, and that it has net been formaltl charged with
committing an act defined as a'public entity crime'regardless of
the amount of m my Ilvohed a whether ficinto■ has been
placed on the convicted vendor gest
(g) Olscrtminatory Vendor and Scnrivnred Companies lists,
Covstries of Concern Ptolbo■ represents that it has not been
plxed on the'discriminatory vender Mu'at presided in Section
787 134. Honda Seriatim 04 Shat it is not a '►#urtinised
ccrnpan( pursuant to Settlotrt 215.473 or 215 4725, Floriela
Statutes Plotbo.rapresarwts and certlflaa that it Is not,and for the
duration of the hem will not be, asefligible to contract with
Customer on any of the grounds stated in Section 287.1)S,Florida
Statutes Ptotisor represents that t Is,and for the duration of the
term of the Agreement will remain, in ccmplfance with Section
716 101,Florida Statutes
Ihl Vewlhrcarlien of Frnployi-nent Nr)bHny Hotbox represents that
Plotboa and each subcontractor have registers d with feud us*the
E Vee y system maintained by the tinted States Uepartmeret of
Homeland Sccurny to verify Ow wort authorization status of all
newly hired employees an compliance with the requirements of
Section 444.095, Florida Statutes, and that entry into this
Agreement wit not violate that statute. If Molloy* violates this
section.Customer may lnvnedspely seensinale this Ag7etment for
cause and Piotboa shall be liable for all posts Incurred by Cuuonwr
due to the termination
(r)Insurance Motto.that purchase from and maintain durvig Ow
teem of the Agreement, and am addlt,onal period required,the
fdlowsng insurance
la)Comprehensive General llabrety insurance in an amount riot
less than 51,001000.00 Combined Single twit per each
Occurrence. not left than S1,Gip:LCt10 Products comp/op
aaregaee,and net ICH than 51.1X(11000 Personal&Advertising
Injury alnrIgate
lb) Worter'y Ceeripentatoon and fingloyer's Ilabikey Imo ante
with kr►rts of Employer's Liability Insurance ce not kris than 5500,1013
'each accident,' $520,000 'disease policy Iwnll.' and 5500,000
'unease eadlempkiyee'
(c)Cyber Utnbilty Insurance rescinding network security and pn.acy
lability with not less than S1,o00,003 per kiss and shall Include
coverage for claims arising from nformatton theft.dissemination
a rd/O. use of Confidential infornnaDrOn stored 61 Iransmrtted in
eaettranic form.unauchorUad MOM to.sew d.or tampering wdtt,
computer systems including ha bier stack,the I1troductien of a
computer tots wo,or°therms*causing damage to,a computer
or computer system or network and the data sohware and
programs thereon Infringement or intellectual
protienly/tolayrsght, trademark. Imra tri of privacy violations.
release of comfldentlal and/or private information, vireo-twin.or
inability of an IPPOINIa091 pally to gam access 10 year serwwrs.
including denial of treneeet.Stith coverage tAait be mentioned for
a period of no less than the Wer of than (31 gran aft.-1 final
payment under the contract
A/Iwauaree policies shall be issued by companies that (al are
1.1R11orsred le transact business In the Slate of Fbndta. Ibl have
orients upon whom lain*a of proses.may be made in Palm Peach
County,Fonda,and Ice have a Best's rating of A tit co,better
Additional insured AN aabilrty insurance pekoes shall name and
endorse the following as additional insured(%) the City of Soy.xor.
Beach and eis officers, agents. employees. and City comm 104On
members but osty to the CliCnt that such tenses result liter the
negligent acts or omissions of Pbtboe, its agents or empbyrees,
during and within the scope of their empooytwerit while on the
protect site (eachadeig liability for alarm system or n r inonng
laihnrsl
Cerlsfnate or hnurance Pkstbu. shall provide Customer's Rrsl
Manager with a copy or the Certtf,caie til Inturante and
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
r+rAivtrtrrrrlt rnd4n4ntg thr types elf Inturptce ar><! (Wlr1Ct
re a.,red pia to the tornmerresnent of Services lc n Ptotbo■'t
fespontlbdMy to ensure that the Customer's it Managrf has a
current Insurance Certtftcate and endorsements at all times
If Ptoeboc's Insttranct poky es a ctai.nt made poky.Plotbos Odd
maintain such insurance coverage toe a period of two 1/I pearl
Mtn tic espfranoet or termination of INA Afire m.M App4eablt
coverage may be tri. by keeping Wit pokers in force, or b
obtae ng an extension of coverage commonly known as a
reporting indorsement of talc coverage
Ibe proaetrons of this section shall strut a beyond the espeatbn
or ferrtrinatton of this Agreement
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
Disclosures for Plotbox Agreement
The City desires to contract with Plotbox, Inc. to obtain a software license to utilize the vendor's cemetery
and crematory management solution and related hosting and support services for the City's 2 cemeteries.
The agreement is on the vendor's form. Non-standard business and legal terms are disclosed below. By
executing this agreement,you are accepting these terms on behalf of the City.
Section Disclosure
indemnification The City is required to indemnify Plotbox for any claims arising from the
City's use of the services or documentation it provides to Plotbox.
Annual Fee Fees must be paid on the payment due date regardless of whether the
project is fully live or not.All fees payable under the agreement are non-
refundable, _ __ _ _ __
Software Configuration Plotbox will configure cemetery sections and fees using existing data, if
there are any inaccuracies in the current data, they will continue to
appear. Any subsequent data clean-up is the City's responsibl y. y
Additional Costs If there are unanticipated complexities or other unforeseen conditions,
Plotbox can charge the City additional fees. Additionally, if the City
requests additional services,the City will be charged a time and materials
rate,an overtime rate(if applicable),and all expenses at actual cost.
City's Data Testing Team City is required to designate data testing team members that will have
availability to dedicate 1-2 hours per day to this function during agreed
__ n periods.
Training City will receive up to 9 hours of online training. tf additional hours are
required, a change order process will be initiated, and City will be billed
at Plotbox's normal hourly rate. Training hours must be utilized within 1-
+_ , month of go-live.
No On-Site Support City will not receive any on-site support during go-live.
Delay in Prerequisite If City does not deliver all identified prerequisites within 4 weeks of the
Delivery agreed timeframe, then the 40% test system invoice will become
immediately payable.
Project Restart Fees If City fails to respond to Plotbox's requests (providing requested files,
providing clarification of data,completion of testing,etc.)within 15 days,
the project may be placed on hold and removed from Pfotbox's schedule,
and Plotbox has the right to charge the City a project restart fee and
implement a new project schedule.
Acceptance City is deemed to have accepted the services If it does not identify issues
within 5 days after Plotbox has made the services available for the
Acceptance Tests, or if the City uses the services in the normal course of
business, _ __
• 4
Delay in Completion If Plotbox delays the completion date due to Plotbox's actions, the City
can give Plotbox 14 days' notice to remedy the delay. If Plotbox doesn't
timely remedy the delay,the City may(I)terminate the Agreement;or(II)
seek a 5%reduction in the project fees for each week that the completion
date is delayed.
Customer Data If Plotbox loses or damages any City data, the sole remedy is for Plotbox
- to use commercially reasonable efforts to restore the lost or damaged
DocuSign Envelope ID:4A61 F590-165A-45AB-8D24-5E137633572D
data from the last archived backup. Plotbox disclaims all other liability for
damages,and the City is required to maintain its own backu• co of data.
Publication of City Data City is granting Plotbox the right to publicly display data as part of
Plotbox's genealogy portal for the purpose of searching family history,
The City can withdraw this permission at any time.
Limitation of liability Plotbox's total liability to the City for claims arising from the agreement is
the amount paid by the City during the 12 months immediately preceding
the date on which the claim arose,
Jurisdiction,Venue,and Agreement is governed by the laws of the State of New York,and requires
Arbitration the parties to resolve disputes through arbitration in New York.
DocuSign Envelope ID:4A61F590-165A-45AB-8D24-5E137633572D
PLOTBOX Pi,a *OA
1ao r , surd
IAA 01114
•11VA 331 7810
Inft>0001bu cr"
April 5th, 2024
Ref: Letter for Sole Source
To Whom It may Concern,
PlotBox confirms our solution i8 a sole source product, developed and sold only by
PlotBox Inc land hs subsidiaries)and is not available to purchase through 3rd parties or
resellers of any kind.
To ow knowledge no other company offers the same functional or nonfunctional
solution
All of our technology is proprietary and designed and developed exclusively for the
management of cemeteries,crematories and funeral homes by our own In-house team,
All of the intellectual properly rights from any such development is wholly owned by
PlotBox. We do not build on top of other customizable applications which are available
lo clients elsewhere.
tf any further information is required, please don't hesitate to contact me
S,ncerely,
Deed M
SUtik shr
Sean McAllister
CEO
WWI.;Kolbe'cam
Serving
E. Better
` '' Together.
RESOLUTION NO. R24-080
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN AGREEMENT WITH PLOTBOX, INC.,
5 FOR CEMETERY MAPPING AND RECORD-KEEPING SOFTWARE FOR AN
6 AMOUNT NOT TO EXCEED $76,512, PROVIDING AN EFFECTIVE DATE,
7 AND FOR ALL OTHER PURPOSES.
8
9 WHEREAS, the City desires to enter into an agreement with Plotbox, Inc., for software
10 that will assist with managing cemetery plots. The software will map out the cemeteries with
11 an interactive map view, which will allow visitors to find their loved one more easily; it will keep
12 track of the owners of the plots and the people buried in them; and there will be a high-
13 resolution drone image of the cemeteries; and
14 WHEREAS, the City Commission of the City of Boynton Beach, upon the
15 recommendation of staff, deems it in the best interest of the citizens and residents of the City
16 of Boynton Beach to approve an Agreement with Plotbox, Inc., for cemetery mapping and
17 record keeping software, for an amount not to exceed $76,512, and authorizes the City
18 Manager to sign the Agreement.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
20 BOYNTON BEACH, FLORIDA, THAT:
21 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
22 being true and correct and are hereby made a specific part of this Resolution upon adoption
23 hereof.
24 SECTION 2. The City Commission of the City of Boynton Beach hereby approves the
25 Agreement with Plotbox, Inc. for cemetery mapping and record keeping software, in an
26 amount not to exceed $76,512 (the "Agreement"), in form and substance similar to that
27 attached as "Exhibit A."
28 SECTION 3. The City Commission of the City of Boynton Beach hereby authorizes
29 the City Manager to execute the Agreement.The City Manager is further authorized to execute
30 any ancillary documents required under the Agreement or necessary to accomplish the
31 purposes of the Agreement, including any term extensions as provided in the Agreement,
32 provided such documents do not modify the financial terms/material terms.
33 SECTION 4. The City Clerk shall retain one fully executed Agreement as a public
34 record and forward a copy to the vendor.
35 SECTION 5. This Resolution shall take effect as provided by law.
36
37
38
39
40 [signatures on following page]
41 PASSED AND ADOPTED this 16th day of April 2024.
42 CITY OF BOYNTON BEACH, FLORIDA
43 YES NO
44
45 Mayor-Ty Penserga c/
46
47 Vice-Mayor-Aimee Kelley
48
49 Commissioner-Angela Cruz
so
51 Commissioner-Woodrow L. Hay
52
53 Commissioner-Thomas TurkinS,wit
54
55 VOTE `� O
56 ATTEST:
57
58
59L.IOA$ S r da•
_
60 Mayle• i- esus, MPA, MMC Ty •'-='='7
61 City Cl-r Mayo
62
63 A•PROVED AS TO FORM:
64 (Corporate Seal)
65 11"ON J.%/7/‘
66 = O NT�N e�.'�% 4
67 0� (o�eoRarf 9�,ti�, Shawna G. Lamb
68 S�r� ? .t City Attorney
69 U 1NC°RpORP1E:
I
1920 ,:
•
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