R24-168 1 RESOLUTION NO. R24-168
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN AGREEMENT BETWEEN THE CITY AND
5 GRIDICS, LLC FOR SOFTWARE AS A SERVICE WITH AN ANNUAL
6 EXPENDITURE NOT TO EXCEED $54,000; AND FOR ALL OTHER PURPOSES.
7
8 WHEREAS, the City and Gridics, LLC ("Software Provider") desire to enter into an
9 Agreement for the Software Provider's provision of software-as-a-service (SaaS) pertaining to the
10 City's online systems. Through this Agreement, the Software Provider shall provide to the City
i i initial implementation of the Gridics municipal technology and software platform for evaluation,
12 analysis, planning, and visualization of the City's zoning regulations and ongoing user access
13 licenses relating to the City's network; and
14 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
15 best interests of the City's citizens and residents to approve an Agreement between the City and
16 Gridics, LLC for Software as a Service with an annual expenditure not to exceed $54,000.
17
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
19 BEACH, FLORIDA, THAT:
20 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
21 being true and correct and are hereby made a specific part of this Resolution upon adoption.
22 SECTION 2. The City Commission hereby approves an Agreement between Gridics, LLC
23 and the City with an annual expenditure not to exceed $54,000 for software-as-a-service (SaaS)
24 (the "Agreement"), in form and substance similar to that attached as "Exhibit A."
25 SECTION 3. The Mayor is authorized to execute the Agreement and any ancillary
26 documents required under it or necessary to accomplish the purposes of the Agreement and
27 Resolution.
28 SECTION 4. The City Clerk shall retain one fully executed original of the Agreement as
29 a public record. A copy of the fully executed Agreement shall be provided to Andrew Meyer to be
30 forwarded to the Software Provider.
31 SECTION 5. This Resolution shall take effect in accordance with law.
32
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33 PASSED AND ADOPTED this ( day of 2024.
34 CITY OF BOYNTON BEACH, FLORIDA
35 Y- NO
36 Mayor—Ty Penserga
37
38 Vice Mayor—Aimee Kelley
39
40 Commissioner—Angela Cruz
41 `/
42 Commissioner—Woodrow L. Hay
43 i/
44 Commissioner—Thomas Turkin
45
46 VOTE 5-0
47 ATTEST:
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49
50 Maylee De J=su 'A, MMC Ty Pen g P sf
51 City Clerk May•
52
53 ` APPROVED AS TO FORM:
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54 (Corporate Seal) ;0 'j5c4
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57 • INCORPORATED; Shawna G. Lamb
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58 �� ..• City Attorney
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GRIDICS TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT
AGREEMENT BETWEEN Gridics, LLC and THE CITY OF BOYNTON BEACH, FL
FOR SOFTWARE-AS-A-SERVICE
THIS AGREEMENT ("Agreement"), is entered into this (9 day of "5r2024, ("Effective
Date") by and between the City of Boynton Beach, Florida, a Florida municipal corporation
("City")whose address is 100 E. Ocean Ave, Boynton Beach FL, 33435 and Gridics a LLC whose
address is 169 E. Flagler St. Suite 1640, Miami, FL 33131 ("Gridics" or "Software Provider")
(collectively referred to as the "Parties").
RECITALS:
The following Recitals are a substantive portion of this Agreement:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of Florida.
B. Software Provider is specially trained, experienced and competent to perform the
special services which will be required by this Agreement.
C. City and Software Provider desire to enter into an agreement for Software
Provider's provision of software-as-a-service (SaaS)pertaining to City's online systems. Through
this Agreement, Software Provider shall provide to City initial implementation of the Gridics
municipal technology and software platform for evaluation, analysis, planning and visualization
of City's zoning regulations, and ongoing user access licenses relating to the City's network. The
full scope of services covered by this agreement is described in the attached Exhibit A: Statement
Of Work (the "SOW").
NOW, THEREFORE, the Parties mutually agree as follows:
1. TERM
The term of this Agreement shall commence on January 1, 2025. The term of this
Agreement is three years,unless otherwise terminated prior thereto under the provisions of
Section 14 below.
2. SCOPE OF SERVICES AND CONDITIONS THEREOF
Subject to the terms and conditions set forth in this Agreement, Software Provider shall
perform each and every service to the schedule of performance set forth in the SOW
(collectively "Services"), as described below.
A. Responsibilities of Software Provider. Software Provider shall provide the software
services as further described in the SOW. The Services provided under this Agreement
shall include(a) any software,plug-ins or extensions related to the Services or upon which
the Services are based including any and all updates, upgrades, bug fixes, dot releases,
version upgrades or any similar changes that may be made available to the Software
Provider from time to time (the "Software"), (b) any and all technical documentation
necessary or use of the Services, in hard copy form or online (the "Documentation"), (c)
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regular maintenance of Software Provider's system, and (d) other technology, user
interfaces,know-how and other trade secrets,techniques,designs,inventions,data,images,
text, content, APIs, and tools provided in conjunction with the Services.
B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the
SOW, Software Provider shall, at its sole cost and expense, furnish all facilities,personnel
and equipment to City necessary to provide the Services (the"Equipment"). City agrees, if
necessary, to install the Equipment at the location(s) and in the manner specified by
Software Provider and as directed by Software Provider. Any Equipment installed by City
is a part of the Service and loaned to City by Software Provider, not sold. City agrees to
return the Equipment to Software Provider at the termination of this Agreement in an
undamaged condition, less ordinary wear and tear.
c. Registration. Prior to using the Services, City shall identify the administrative users for its
account("Administrators"). Each Administrator will be provided an administrator ID and
password.
D. License Grant. Software Provider hereby grants City a license to use the Software and the
Documentation for the permitted purpose of accessing the Services.
E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in
its data that is related to the services provided by this contract. Software Provider shall not
access City user accounts or City data,except(1)as essential to fulfillment of the objectives
of this Agreement, (2) in response to service or technical issues, or (3) at City's written
request.
F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect
the confidentiality of all confidential, non-public City data("City Data") as follows:
1. Implement and maintain appropriate security measures to safeguard against
unauthorized access, disclosure or theft of City Data in accordance with recognized
industry practice.
2. City Data shall be encrypted at rest and in transit with controlled access. Unless
otherwise stipulated, Software Provider is responsible for encryption of the City
Data.
3. Software Provider shall not use any City Data collected by it in connection with the
Service for any purpose other than fulfilling the obligations under this Agreement.
G. Software Ownership. Software Provider owns the Services, Software, Documentation,
and any underlying infrastructure provided by Service Provider in connection with this
Agreement. City acknowledges and agrees that (a) the Services, any Software and
Documentation are protected by United States and international copyright, trademark,
patent, trade secret and other intellectual property or proprietary rights laws, (b) Software
Provider retains all right, title and interest (including, without limitation, all patent,
copyright, trade secret and other intellectual property rights) in and to the Services, the
Software, any Documentation, any other deliverables, any and all related and underlying
technology and any derivative works or modifications of any of the foregoing, including,
without limitation, (c) the Software and access to the Services are licensed on a
subscription basis, not sold, and City acquires no ownership or other interest in or to the
Services, the Software or the Documentation other than the license rights expressly stated
herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no
right to obtain a copy of the Services.
H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create
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derivative works based on the Service or any element of the Software, (ii) interfere with or
disrupt the integrity or performance of the Services or the data contained therein or block
or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain
unauthorized access to the Services or their related systems or networks or (iv) remove or
obscure any proprietary or other notice contained in the Services, including on any reports
or data printed from the Services.
i. Security Incident. In the event a data breach occurs with respect to City Data, Software
Provider shall immediately notify the appropriate City contact by telephone in accordance
with the agreed upon security plan or security procedures if it reasonably believes there has
been a security incident. Software Provider shall (1)cooperate with City to investigate and
resolve the data breach,(2)promptly implement necessary remedial measures,if necessary,
and (3) document responsive actions taken related to the data breach, including any post-
incident review of events and actions taken to make changes in business practices in
providing the services, if necessary.
J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any
electronic discovery, litigation holds, discovery searches and expert testimonies related to
City Data. Software Provider shall not respond to subpoenas, service of process and other
legal requests related to City without first notifying City, unless prohibited by law from
providing such notice.
K. Access to Security Logs and Reports. Software Provider shall provide reports to City in
a format as specified in the SOW agreed to by both Software Provider and City. Reports
shall include latency statistics, user access, user access IP address, user access history and
security logs for all City files related to this Agreement.
L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the
acquisition and operation of all hardware, software and network support related to the
services being provided. The technical and professional activities required for establishing,
managing and maintaining the environments are the responsibilities of Software Provider.
The system shall be available for City's use on a 24/7/365 basis (with agreed-upon
maintenance downtime).
M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business
partners related to services provided under this Agreement, including all subcontractors or
other entities or individuals who may be a party to a joint venture or similar agreement
with Software Provider, and who shall be involved in any application development and/or
operations.
N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a
written business continuity and disaster recovery plan prior to or at the time of execution
of this agreement and shall ensure that it meets City's recovery time objective (RTO) of
four(4) hours or less.
o. Compliance with Accessibility Standards. Software Provider shall comply with and
adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101).
P. Web Services. Software Provider shall use Web services exclusively to interface with
City Data in near real time when possible.
Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption
consistent with validated cryptography standards as referenced in FIPS 140-2, Security
Requirements for Cryptographic Modules for all personal data, unless City approves the
storage of personal data on Software Provider's portable device in order to accomplish
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work as defined in the statement of work.
3. COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this Agreement
in a total amount not to exceed One-Hundred Sixty-Two Thousand dollars ($162,000.00).
The payments specified in this section shall be the only payments to be made to Software
Provider for services rendered pursuant to this Agreement. Software Provider shall invoice
City on the first day of each calendar year starting January 1, 2025.
Three
Product Description FY-25 FY-26 FY-27 Year Total
Annual license:
Address level self-service property zoning
Municipal data lookup,integrated online map
Zoning showcasing allowed uses,permits,deep $48,000 $48,000 $48,000 $144,000
Platform parcel level real estate and zoning
information,3D zoning visualization and more
and Code text publishing portal
Support& Annual Fee: $6,000 $6,000 $6,000 $18,000
Maintenance Hosting,Data Maintenance and Staff Support
Package Total $54,000 $54,000 $54,000 $162,000
City shall pay Contractor within thirty(30)days after receipt of Service Provider's invoice.
City shall return to Contractor any payment request determined not to be a proper payment
request as soon as practicable, but not later than seven (7) days after receipt and shall
explain in writing the reasons why the payment request is not proper.
4. TIME IS OF THE ESSENCE
Software Provider and City agree that time is of the essence regarding the performance of
this Agreement.
5. LICENSES; PERMITS; ETC.
Software Provider represents and warrants to City that it has all licenses, permits,
qualifications, and approvals of whatsoever nature which are legally required to carry out
the purposes of this Agreement.
6. ASSIGNMENT. Software Provider may assign, sublease, or transfer this Agreement, or
any interest therein, to a third party with the prior written consent of City. Such consent
shall not be unreasonably withheld. City's withholding of consent shall be deemed
reasonable if it appears that the intended assignee in question is not financially or
technically capable of performing Software Provider's obligations under this Agreement,
or if City has reason to conclude that the proposed assignee is otherwise incapable of
fulfilling Software Provider's duties hereunder.
7. INDEPENDENT PARTIES
City and Software Provider intend that the relationship between them created by this
Agreement is that of independent contractor. No civil service status or other right of
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employment will be acquired by virtue of Software Provider's services. None of the
benefits provided by City to its employees, including but not limited to, unemployment
insurance,workers' compensation plans, vacation and sick leave are available from City to
Software Provider, its employees or agents. Software Provider is not a"public official" for
purposes of Government Code §§ 87200 et seq.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Software Provider assumes any and all responsibility for verifying the identity and
employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations. Software
Provider shall indemnify and hold City harmless from and against any loss, damage,
liability, costs or expenses arising from any noncompliance of this provision by Software
Provider.
9. NON-DISCRIMINATION
Consistent with City's policy prohibiting harassment and discrimination, Software Provider
agrees that neither it nor its employee or subcontractors shall harass or discriminate against
a job applicant, a City employee, or a citizen on the basis of race, religious creed, color,
national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual
orientation, or any other protected class status. Software Provider agrees that any and all
violations of this provision shall constitute a material breach of this Agreement.
10. INTELLECTUAL PROPERTY INDEMNIFICATION
Software Provider agrees to, at its expense, defend and/or settle any claim made by a third
party against City alleging that the City's use of the Services infringes such third party's
United States patent, copyright, trademark or trade secret (an "IP Claim"), and pay those
amounts finally awarded by a court of competent jurisdiction against City with respect to
such IP Claim.
11. DUTY TO INDEMNIFY AND HOLD HARMLESS
Software Provider shall indemnify, defend, and hold harmless City and its officers,
officials, agents, employees and volunteers from and against any and all liability, claims,
actions, causes of action or demands whatsoever against any of them, including for any
injury to or death of any person or damage to property or other liability of any nature,
whether physical, emotional, consequential or otherwise, arising out, pertaining to, or
related to the performance of this Agreement by Software Provider or Software Provider's
employees, officers, officials, agents or independent contractors, except where such
liability arises solely as a result of the active negligence or tortious conduct of City or its
agent. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's
choice, expert fees and all other costs and fees of litigation. The provisions of this Section
survive the completion of the Services or termination of this Contract.
12. INSURANCE:
A. General Requirements. On or before the commencement of the term of this
Agreement, Software Provider shall furnish City with certificates showing the type,
amount, class of operations covered, effective dates and dates of expiration of insurance
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coverage in compliance with the requirements listed in Exhibit "B". Software Provider
shall maintain in force at all times during the performance of this Agreement all appropriate
coverage of insurance required by this Agreement.
B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any
of the perils for which it has agreed to provide comprehensive general and automotive
liability insurance, Software Provider shall look solely to its insurance for recovery.
Software Provider hereby grants to City,on behalf of any insurer providing comprehensive
general and automotive liability insurance to either Software Provider or City with respect
to the services of Software Provider herein, a waiver of any right to subrogation which any
such insurer of said Software Provider may acquire against City by virtue of the payment
of any loss under such insurance.
13. RECORDS
Software Provider shall maintain internal records reflecting that the Services were
performed by Software Provider hereunder in accordance with customary recordkeeping
practices in the software development industry. Software Provider shall provide free
access to such records to the representatives of City or its designee's at all reasonable and
proper times, and gives City the right to examine and audit same, and to make transcripts
therefrom as necessary. No such examination and audit shall give City the right to access
records relating to other Software Provider customers. Such records shall be maintained
for a period of three(3)years after Software Provider receives final payment from City for
all services required under this agreement.
14. NONAPPROPRIATION
This Agreement is subject to the fiscal provisions of the City's Municipal Code and
Agreement will terminate without any penalty (a) at the end of any fiscal year in the event
that funds are not appropriated for the following fiscal year, or (b) at any time within a
fiscal year in the event that funds are only appropriated for a portion of the fiscal year and
funds for this Agreement are no longer available. This Section shall take precedence in the
event of a conflict with any other covenant,term,condition,or provision of this Agreement.
15. NOTICES
All notices,demands,requests or approvals to be given under this Agreement shall be given
in writing and conclusively shall be deemed served when delivered personally or on the
second business day after deposit in the U.S. Mail, postage prepaid, addressed as
hereinafter provided. All notices, demands, requests, or approvals shall be addressed as
follows:
TO CITY:
City of Boynton Beach
100 E Ocean Ave
Boynton Beach,FL 33435
Attention: Amanda Radigan
TO SOFTWARE PROVIDER:
Gridics,LLC
169 E.Flagler St. Suite 1640,Miami,FL 33131
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Attention:Jason Doyle
16. TERMINATION
A. Basis for Termination. In the event Software Provider fails or refuses to perform
any of the provisions hereof at the time and in the manner required hereunder, Software
Provider shall be deemed in default in the performance of this Agreement. If Software
Provider fails to cure the default within the time specified and according to the
requirements set forth in City's written notice of default, and in addition to any other
remedy available to the City by law, the City Manager may terminate the Agreement by
giving Software Provider written notice thereof, which shall be effective immediately. The
City Manager shall also have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) calendar days' prior written notice to
Software Provider as provided herein. Upon receipt of any notice of termination, Software
Provider shall immediately discontinue performance.
B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily
performed up to the effective date of termination. In such event, a calculation of the
amounts due shall be deemed correct as computed on a pro rata basis with compensation
provided for the period of service paid as a percentage of the total contract amount.
C. Handling of City Data. In the event of a termination of this Agreement, Software
Provider shall implement an orderly return of City data in a CSV or another mutually
agreeable format at a time agreed to by the parties and the subsequent secure disposal of
City data. During any period of service suspension, Software Provider shall not take any
action to intentionally erase any City data for a period of 30 days after the effective date of
termination, unless authorized by City. City shall be entitled to any post-termination
assistance generally made available with respect to the Services; unless a unique data
retrieval arrangement has been established as part of the SOW. Software Provider shall
securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup
tape and paper, when requested by City. Data shall be permanently deleted and shall not
be recoverable, according to National Institute of Standards and Technology (NIST)-
approved methods. Certificates of destruction shall be provided to City.
17. WARRANTY AND WARRANTY DISCLAIMER
Software Provider warrants that, (i) the services shall be provided in a diligent,
professional, and workmanlike manner in accordance with industry standards, (ii) the
services provided under this agreement do not infringe or misappropriate any intellectual
property rights of any third party, and (iii) the services shall substantially perform in all
material respects as described in the SOW in the event of any breach of section (iii), above,
Software Provider shall, as its sole liability and your sole remedy, repair or replace the
services that are subject to the warranty claim at no cost to City or if Software Provider is
unable to repair or replace, then it will refund any pre-paid fees for services not rendered.
Except for the warranty described in this section, the services are provided without
warranty of any kind, express or implied including, but not limited to, the implied
warranties or conditions of design, merchantability, fitness for a particular purpose, and
any warranties of title and non-infringement.
18. COMPLIANCE
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Software Provider shall comply with all state or federal laws and all ordinances, rules,
policies and regulations enacted or issued by City.
19. CONFLICT OF LAW AND VENUE
This Agreement shall be interpreted under, and enforced by the laws of the State of Florida
excepting any choice of law rules which may direct the application of laws of another
jurisdiction. The exclusive venue for any lawsuit arising from, related to, or in connection
with this Agreement shall be in the state courts of the Fifteenth Judicial Circuit in and for
Palm Beach County, Florida. If any claim arising from, related to, or in connection with
this Agreement must be litigated in federal court, the exclusive venue for any such lawsuit
shall be in the United States District Court or United States Bankruptcy Court for the
Southern District of Florida.
20. INTEGRATED CONTRACT
This Agreement, including all appendices, represents the full and complete understanding
of every kind or nature whatsoever between the Parties, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and Software
Provider. In the event that any Statement of Work, Exhibit, associated instrument or
agreement executed by the Parties in conjunction with this Agreement or prior thereto
contains a term that conflicts with the terms of this Agreement,the terms of this Agreement
shall govern and supersede any other document or Exhibit.
21. AUTHORITY
The individual(s) executing this Agreement represent and warrant that they have the legal
capacity and authority to do so on behalf of their respective legal entities.
22. ADDITIONAL TERMS
A. Discriminatory Vendor and Scrutinized Companies Lists; Countries of Concern.
Software Provider represents that it has not been placed on the "discriminatory vendor
list" as provided in Section 287.134, Florida Statutes, and that it is not a "scrutinized
company" pursuant to Sections 215.473 or 215.4725, Florida Statutes. Software
Provider represents and certifies that it is not, and for the duration of the Term, will not
be, ineligible to contract with City on any of the grounds stated in Section 287.135,
Florida Statutes. Software Provider represents that it is,and for the duration of the Term
will remain, in compliance with Section 286.101, Florida Statutes.
B. Verification of Employment Eligibility. Software Provider represents that Software
Provider and each subcontractor have registered with and use the E-Verify system
maintained by the United States Department of Homeland Security to verify the work
authorization status of all newly hired employees in compliance with the requirements
of Section 448.095, Florida Statutes, and that entry into this Agreement will not violate
that statute. If Software Provider violates this section, City may immediately terminate
this Agreement for cause, and Software Provider shall be liable for all costs incurred
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by City due to the termination.
C. Public Entity Crimes Act. Software Provider represents that it is familiar with the
requirements and prohibitions under the Public Entity Crime Act, Section 287.133,
Florida Statutes, and represents that its entry into this Agreement will not violate that
Act. Software Provider further represents that there has been no determination that it
committed a"public entity crime"as defined by Section 287.133, Florida Statutes, and
that it has not been formally charged with committing an act defined as a"public entity
crime" regardless of the amount of money involved or whether Software Provider has
been placed on the convicted vendor list.
D. Entities of Foreign Concern. This section shall apply if Software Provider or any
subcontractor will have access to an individual's personal identifying information
under this Agreement. Accordingly, Software Provider represents and certifies: (i)
Software Provider is not owned by the government of a foreign country of concern; (ii)
the government of a foreign country of concern does not have a controlling interest in
Software Provider; and (iii) Software Provider is not organized under the laws of and
does not have its principal place of business in, a foreign country of concern. On or
before the Effective Date or the date that Software Provider or its subcontractor will
have access to personal identifying information under this Agreement, Software
Provider and any subcontractor that will have access to personal identifying
information shall submit to City executed affidavit(s) under penalty of perjury, in a
form approved by City attesting that the entity does not meet any of the criteria in
Section 287.138(2), Florida Statutes. Compliance with the requirements of this section
is included in the requirements of a proper invoice. Terms used in this section that are
not otherwise defined in this Agreement shall have the meanings ascribed to such terms
in Section 287.138, Florida Statutes.
E. Anti-Human Trafficking.On or before the Effective Date of the Agreement, Software
Provider shall provide City with an affidavit attesting that the Software Provider does
not use coercion for labor or services, in accordance with Section 787.06(13), Florida
Statutes.
SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of
sovereign immunity by the City or as a waiver of limits of liability or rights the City may
have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
SOFTWARE PROVIDER
Gridics, LLC
•;)(5By:
Name: Jason G. Doyle
Title: President/CEO
Date: July 23,2024
CITY OF BOYNTON BEACH, FL
A Municipal Corporation ‘`‘
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Name: •
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` CITY ATTORNEY'S OFFICE
Approvnl as to form gality
By:010Ati A, b
Exhibits:
Exhibit A: Statement of Work
Exhibit B: Insurance Requirements and Proof of Insurance
Exhibit C: Service Level Agreement
Page 10 of 16
Exhibit A: Statement of Work ("SOW")
Gridics will implement and maintain the following web application products:
1. GIS Integration to Gridics Platform: Gridics will obtain, via REST API or directly, all
relevant GIS shapes necessary to calibrate and calculate site-specific zoning attributes.
GIS shapes provided by City will be integrated into the Gridics platform alongside parcel,
boundary, street and other map data from Gridics' 3rd party partners.
2. Code Analysis & Calibration: Gridics will define and implement the relevant (and
quantitative) land use regulations from the UDO into the Gridics zoning engine for
calibration and calculation of site-specific zoning attributes and development allowances.
3. Zoning Data API: Work with City IT representatives to expose access to the Gridics
Zoning Data API.
a. Gridics will provide City a list of available data points to choose from. Desired
data points include:
i. lot type
ii. max stories/height
iii. minimum open space
iv. maximum residential area allowed
v. maximum density
vi. setbacks and uses
b. Gridics will work with City IT representatives to integrate and test access.
c. Gridics will provide a technical point of contact to resolve any issues that may
arise with connectivity or availability.
4. CodeHub
a. Implementation, activation and ongoing hosting of the UDO text (or full
municipal code at city's discretion) at a publicly accessible webpage at the
following or similar root domain - https://codehub.gridics.com/us/fl/boynton-
beach
b. Linking to any definitions or other websites as directed by client staff.
c. Formatting to maintain consistency of form to ordinance document within the
constraints of modern web publishing.
d. City staff will take responsibility for ongoing updates to all text documents hosted
in CodeHub after implementation is complete.
5. ZoneCheck
a. Gridics will activate and host a publicly accessible zoning data lookup tool for
users to search for property specific zoning data located at the following or
similar root domain - https://zonecheck.gridics.com/us/fl/boynton-beach
i. Search capability will consist of address and allowed use.
ii. Gridics will align with City on which available data points to display.
6. MuniMap
a. Gridics will implement, activate and host a publicly accessible, multi-functional
map application located at the following or similar root domain-
https://map.gridics.com/us/fl/boynton-beach.
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b. Map modules will consist of layers, filters, and at the option of the city, 3D
Zoning. Additional modules such as Projects, Permits, or other modules can be
implemented as negotiated through the contract.
c. Layers Module - Gridics will define which available GIS layers the City would
like to be available for display in the layers module.
d. 3D Zoning Module - Gridics will define which available 3D Zoning layers the
client would like to be available for display in the layers module.
e. City will define which modules and sub-categories within modules will be public-
facing.
f. Ordinance Integration - Gridics will link base zoning and overlays within the map
to the respective areas of the text ordinance for ease of reference and navigation.
7. Professional Services: Gridics will provide up to 20 hours of professional planning and
GIS services per year at no additional cost. Gridics reserves the right to reject project
requests that are not within its core capabilities.
8. Training& Support: Gridics will provide one initial intensive virtual training and
optionally will provide a single 90-minute virtual training session per quarter as needed
by City.
9. Staff Accounts & Access: Gridics will provide an unlimited number of staff accounts to
the Municipal Zoning Platform and the ZoneIQ software application. City will define
which staff members shall have access to ordinance and calibration editing.
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Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
City, its City Commission, boards and commissions, officers, employees and volunteers shall be
named as additional insureds under all insurance coverages, except any professional liability
insurance, required by this Agreement. The naming of an additional insured shall not affect any
recovery to which such additional insured would be entitled under this policy if not named as such
additional insured. An additional insured named herein shall not be held liable for any premium,
deductible portion of any loss, or expense of any nature on this policy or any extension
thereof. Any other insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by this policy.
Workers' Compensation:
Statutory coverage as required by the State of Florida and Liability Insurance with limit of no less
than $1,000,000 per accident for bodily injury or disease.
General Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury:
$1,000,000 each occurrence
$1,000,000 aggregate - all other
Property Damage:
$500,000 each occurrence
$1,000,000 aggregate
If submitted,combined single limit policy with aggregate limits in the amounts of$2,000,000 will
be considered equivalent to the required minimum limits shown above.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
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to respond to these obligations.
If the Software Provider maintains broader coverage and /or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the City's
discretion,under conditions of lapse,City may purchase appropriate insurance and charge all costs
related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the stipulated
coverages prior to the Commencement Date of this Agreement, and annually thereafter for the
term of this Agreement. All of the insurance companies providing insurance for Software
Provider shall be licensed to do insurance business in the State of and shall have,
and provide evidence of, a Best Rating Service rate of A VI or above. The Certificate of Insurance
and coverage verification and all other notices related to cancellation or non-renewal shall be
mailed to:
City Clerk
[Client]
[Address 1]
[Address 2]
[City, ST Zip]
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Exhibit C: Service Level Agreement
THIS SERVICE LEVEL AGREEMENT ("SLA") is made and entered into by and between
Gridics LLC and Customer as part of the Master Subscription Agreement entered into by and
between the same and sets forth the details regarding the level of service that Gridics shall
provide to Customer in relation to the Services when Customer is in good financial standing with
Gridics.
1. AVAILABILITY: Subject to the terms of the Service Agreement and the terms below,
the Gridics Platform shall maintain 99.9% availability.
2. DEFINITIONS: All terms referenced in this SLA, unless otherwise stated, shall be
given meanings as may be assigned in the Master Subscription Agreement associated
herewith.
a. "Customer" shall mean any municipality with a subscription agreement for the
Gridics Platform.
b. "Gridics Platform" shall mean the following web based software applications and
websites hosted by Gridics.
i. Codehub.Gridics.com
ii. Map.Gridics.com
iii. Zonecheck.Gridics.com
iv. Accounts.Gridics.com
v. Zoning.Gridics.com
c. "99.9% Availability" shall mean that the Gridics Platform shall not fail to be
accessible via web browser for more than forty three (43) minutes out of any
thirty (30) day period not including exceptions as defined below.
d. "Outage" shall mean a period when the Gridics Platform does not have 99.9%
availability.
e. "Invoice Credit" shall mean a prorated credit of the monthly amount due from
Customer to Gridics for the Services.
3. AVAILABILITY OF GRIDICS PLATFORM: The Gridics Platform shall maintain
99.9% Availability, as defined herein.
4. EXCEPTIONS: Gridics Platform downtime due to the following events shall not be
considered to be or to contribute to inaccessibility of the Gridics Platform:
a. Regularly Scheduled Maintenance: Regularly scheduled maintenance is
maintenance performed on the Gridics Platform (a) of which Customer is notified
48 hours in advance, or(b) that is performed during a standard scheduled
maintenance window, Monday and Tuesday 3:00 AM to 4:00 AM Mountain
Time. Notice of Scheduled Maintenance shall be provided to Customer's
designated point of contact by email.
b. Inaccessibility Not Due to Gridics Platform or Gridics' Actions: Inaccessibility
not due to Gridics Platform or Gridics' actions includes inaccessibility of the
Gridics Platform due to (a) inaccurate and/or insufficient information or
configuration information provided by Customer and/or its representative(s) or
agent(s) to Gridics: (b) Customer misuse of the Services; (c)Non-Gridics
application programming; (d) negligent or unlawful acts by Customer or its agents
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or suppliers; (e)problems with Customer's vendors; (f)network unavailability
outside of the Gridics Platform; (g)malicious acts by a third party against
Customer or against its authorized agents or suppliers; or(h) acts of God or events
of force majeure.
5. OUTAGE EVENTS AND INVOICE CREDITS
a. Notification of an Outage Event: When Customer becomes aware of an Outage,
Customer shall contact Gridics as soon as possible.
b. Determination Regarding Existence of Outage Event: Gridics, based upon its
records and data, shall have the power to determine, in its sole and unfettered
discretion, whether any disruption to the Service constitutes an Outage.
c. Determination of Invoice Credits Due to Customer: Immediately upon being
notified by customer, Gridics shall take reasonable commercial steps to determine
whether an Outage occurred and thus whether the Customer should receive an
Invoice Credit. The amount of invoice credit shall be equal to the percentage of
total Outage time during the invoice period up to a maximum of 50% of total
invoice amount.
6. TECHNICAL SUPPORT
a. Method of Communication: Customers may contact technical support via
support@gridics.com.
b. Availability: Gridics shall ensure that a member of its staff will be available to
assist Customers with any problems or questions regarding their use of the
Services in accordance with the below:
7. DISPUTES: Should any dispute arise between the Parties as to the availability of the
Gridics Platform or the provision of service by Gridics to Customer under this SLA, the
Parties shall work in good faith to resolve such dispute.
8. MISCELLANEOUS: Except as may be provided for in the Master Subscription
Agreement, the provision of Invoice Credits in accordance with the terms of this SLA
shall be Customer's remedy should Gridics not meet the level of service provided.
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