R26-027 RESOLUTION NO. R26-027
1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING THE SOLE SOURCE PURCHASE OF
3 SOFTWARE LICENSES WITH PEREGRINE TECHNOLOGIES, INC., IN AN
4 AMOUNT NOT TO EXCEED $370,900;AND FOR ALL OTHER PURPOSES.
5
6 WHEREAS, the Boynton Beach Police Department desires to purchase software licenses
7 from Peregrine Technologies, Inc., with an initial term effective through January 31, 2027, in an
amount not to exceed $120,000, with an option to renew for up to two optional annual terms in
o an amount not to exceed $123,600 for the first renewal and an amount not to exceed $127,300
10 for the second renewal, for a total not to exceed amount of $370,900; and
11 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
12 best interests of the City's citizens and residents to approve the sole source purchase of software
13 licenses with Peregrine Technologies, Inc., in an amount not to exceed $370,900.
14
15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
16 BEACH, FLORIDA, THAT:
17 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
18 being true and correct and are hereby made a specific part of this Resolution upon adoption.
19 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
20 approve the sole source purchase of software licenses with Peregrine Technologies, Inc., in an
21 amount not to exceed $370,900, as further detailed in the Order Form attached hereto as Exhibit
22 A.
23 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
24 authorizes the Mayor to execute the Order Form. The Mayor is further authorized to execute any
25 ancillary documents as may be necessary to accomplish the purpose of this Resolution.
26 SECTION 4. The City Clerk shall retain the fully executed Order Form as a public record
27 of the City. A copy of the fully executed Order Form shall be provided to Matthew Zeller to
28 forward to the Vendor.
29 SECTION 5. This Resolution shall take effect in accordance with the law.
30 [SIGNATURES ON THE FOLLOWING PAGE]
RESOLUTION NO. R26-027
31 PASSED AND ADOPTED this 13-11 day of Cir)trtteo-Z 2026.
32 CITY OF BOYNTON BEACH, FLORIDA
33 YES NO
34 Mayor— Rebecca Shelton
35 ✓
36 Vice Mayor—Woodrow L. Hay
37 v
38 Commissioner—Angela Cruz
39 1.------
40
/40 Commissioner—Thomas Turkin
41
42 Commissioner—Aimee Kelley
43
44 VOTE .0
45 ATT "
46
47 �, L •, ,
48 Maylee ue4 s, MPA, MM R becca Shelton
49 City Clerk Mayor
50 r�SOY N TON y
51 fI.�.GORP�R41e•..'F;t APPROVED AS TO FORM:
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52 (Corporate Seal) S�:' SEAL :I',
53 I ;�INCORPORATED� A
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55 1'tShawna G. Lamb
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FCOR0s City Attorney
56
Docusign Envelope ID:525927C6-8243-4C7F-9B7C-2EDFB7020AA1
`/ Peregrine
PEREGRINE CUSTOMER ORDER FORM &SCOPE OF SERVICES
Customer Information
Customer Name: Boynton Beach Police
Department Contact:AC Jack Dale
Address: 2100 Highridge Road Boynton Beach, FL
33426 Phone: 561-742-6100
Quote POC Email:dalej@bbfl.us Customer Invoice Email:
Peregrine Services
Effective Date: February 1,2026
Initial Term:From the Effective Date through January 31,2027("Initial Term").
Service Fee:The following fee schedule is available to the Customer if Order Form is signed on or before January
31, 2026. Unless otherwise terminated as set forth in the Terms and Conditions, Customer shall pay Peregrine a
service fee of$120,000 annually for the Term as follows:
a. Initial Term: $120,000 within 30 days of the Effective Date
The Customer has the option to continue use of the Service for up to two (2)optional annual terms as follows:
b. Option Year 1:$123,600 within 30 days of February 1, 2027
c. Option Year 2:$127,300 within 30 days of February 1, 2028
Users: Customer may allow an unlimited number of employees of the Boynton Beach Police Department to
access and use the Service.
Onboarding and Training Services: Peregrine will provide Customer with an introductory training session that
provides an overview of the Service, background on accessible data sources as of the Effective Date and an
introduction to the analytic capabilities of the Service. Peregrine will provide additional training, including
refresher sessions and advanced training modules,from time to time upon mutual agreement of the parties.
Professional Services: The initial Customer Data sources and systems that Peregrine will integrate with the
Service for Customer are: Mark43 CAD + RMS (current system); Axon BWC; QED CAD + RMS (legacy); and
Motorola P1 CAD+RMS(legacy).
Peregrine is responsible for the first $5,000 in third-party API or data access fees. The Customer is responsible
for any third-party API or data access fees above the initial$5,000.
Any additional data integrations or new functionality shall be subject to mutual written agreement of the parties,
including with respect to fees. All additional data integration services or new functionality and corresponding
fees will be set forth in a statement of work.
For clarity, Peregrine will provide any other Professional Services and additional data integration services in
accordance with Section 2.2 of the Terms and Conditions.
Copyright 2022,Peregrine Technologies,Inc.All rights reserved. Copyright extends to oll pages of this document.
Docusign Envelope ID.525927C6-8243-4C7F-9B7C-2EDFB7020AA1
`? Peregrine January 27, 2026
Peregrine services are provided subject to the terms set forth above on this Order Form together with the attached
terms and conditions (the "Terms and Conditions," and together with this Order Form, the "Agreement"). Any
capitalized term used in this Order Form but not defined herein shall have the meaning ascribed to it in the Terms
and Conditions.By signing this Order Form,Peregrine and Customer each agree to the terms and conditions set forth
in this Agreement. In the event of any conflict between this Order Form and the Terms and Conditions, the terms
of this Order Form shall govern to the extent of such conflict. This Order Form may be executed in counterparts
(which may be delivered by electronic mail of .pdf files), each of which counterparts, when so executed and
delivered,shall be deemed to be an original,and all of which counterparts,taken together, shall constitute one and
the same instrument.
Peregrine Customer
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Peregrine Customer Terms and Conditions
These Peregrine Customer Terms and Conditions govern the provision of the services described on the attached
Order Form ("Order Form") by Peregrine Technologies, Inc. ("Peregrine")to the Boynton Beach Police Department
("Customer"). By executing an Order Form with Peregrine, Customer agrees to be bound by these Terms and
Conditions.
1. Definitions.
"Aggregated Data" has the meaning specified in Section 6.1.
"CJIS Security Policy" means the FBI DIS Security Policy document as published by the FBI CJIS Information Security
Officer, currently located at https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center.
"Client-Side Software" means any software in source or object code form that Peregrine makes available for use in
connection with the Service, including Peregrine's mobile application(s).
"Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the collection,
warehousing, and timely dissemination of relevant criminal justice information to the FBI and to qualified law
enforcement,criminal justice, civilian,academic, employment and licensing agencies.
"Customer Data" means any of Customer's data, information, documents or electronic files that are provided to
Peregrine via the Service or otherwise in connection with this Agreement, including any databases Customer
procures from third party vendors for Peregrine's integration with the Service;provided that,for purposes of clarity,
Customer Data as defined herein does not include Aggregated Data.
"Documentation" means the materials supplied by Peregrine hereunder, in any media, including any and all
installer's, operator's and user's manuals, training materials, guides, functional or technical specifications or other
materials for use in conjunction with the Service.
"Personal Information" means any information that, individually or in combination, does or can identify a specific
individual or by or from which a specific individual may be identified, contacted, or located, including without
limitation all data considered "personal data", "personally identifiable information", or something similar under
applicable laws, rules,or regulations relating to data privacy.
"Professional Services" has the meaning specified in Section 2.2.
"Service" means Peregrine's proprietary platform that assists Users with criminal investigations and police
leadership decision making, consisting of a hosted web-based interface and the Client-Side Software. For purposes
of this Agreement,the Service is exclusive of Professional Services that may be rendered upon mutual agreement of
the parties in accordance with Section 2.2.
"SOW"has the meaning specified in Section 2.2.
"Third Party Data" means any third party databases that Peregrine licenses from third party vendors and makes
accessible via the Service. For clarity,Third Party Data does not include any Customer Data.
"Third Party Products" means any third-party products provided with, integrated with, or incorporated into the
Service, including Third Party Data.
"Users" means the individuals authorized by Customer to use the Service in accordance with the terms in the Order
Form (including number and type of individuals who may access the Service) and that have been supplied user
identifications and passwords by Peregrine.
2. Provision of the Service and Additional Services.
2.1. Service. During the Term and subject to the terms and conditions of this Agreement, including payment of
the fees set forth on the Order Form, Customer may: (a) access and use the Service for up to the number of Users
set forth in the Order Form, (b) download and reproduce the applicable Documentation solely for internal use in
association with the Service, and (c) download, install, and use any Client-Side Software in support of Customer's
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use of the Service, in each case on a nonexclusive, non-transferable, and non-sublicensable basis and solely for
Customer's internal business purposes. Peregrine shall provide Customer with authentication credentials for
individual Users upon written request from authorized personnel of Customer, (ii)onboarding and training services
as set forth in the Order Form ("Onboarding and Training Services"), and (iii) telephone and standard technical
support to Customer during normal business hours("Technical Support"). Except as set forth herein,Peregrine shall,
at its sole cost and expense, provide all facilities and equipment that may be necessary for Peregrine to perform the
Services.
2.2. Professional Services. Except as set forth in the Order Form, in the event that Customer requests that
Peregrine perform data integration, configuration or implementation services regarding the Service, including
integration of Customer Data or Third Party Data and creation of specific modifications to the Service(but excluding
any Onboarding and Training Services), Peregrine will discuss the scope and fees for such services and, if agreed,
such work will be performed pursuant to a statement of work executed by the parties and referencing this
Agreement that describe such scope and fees(an "SOW," and such services,the "Professional Services"). Any fees
associated with the Professional Services shall be set forth in the applicable SOW and Customer shall pay such fees
in accordance with Section 4.2 below. To the extent the Professional Services result in any software code or other
tangible work product ("Work Product"), all such Work Product will remain owned solely and exclusively by
Peregrine and may be used by Customer solely in connection with Customer's authorized use of the Service under
this Agreement. Customer shall permit Peregrine access to Customer's offices and any other facilities necessary for
Peregrine to provide the Professional Services.
2.3. Access and Policies. Customer will permit Peregrine access to Customer's offices and any other facilities
necessary for Peregrine to provide the Service, Onboarding and Training Services, Technical Support, and any
Professional Services. Peregrine agrees to, and cause its personnel to, abide by Customer's facilities access and use
policies as provided by Customer to Peregrine in writing in advance of any on-site visits. Customer will also permit
and enable Peregrine to have offsite access to Customer Data and the Customer's production platform for the
Service in order to provide the Service,Technical Support and Professional Services. Peregrine agrees to comply with
the GIS Security Policy in connection with its access to Customer Data, including CJIS-defined policies for remote
access.
2.4. Compliance with Applicable Laws. Each party and its agents shall comply with all laws applicable to the
performance or receipt, as applicable,of the Service hereunder.
2.5. Licenses and Permits. Peregrine and its employees,agents, and any subcontractors have,and will maintain
at their sole cost and expense, all licenses, permits, qualifications, and approvals of whatsoever nature that are
legally required to practice their respective professions. In addition to the foregoing, Peregrine and any
subcontractors shall obtain and maintain during the term of this Agreement valid business licenses from Customer
as required by law.
2.6. Nondiscrimination and Equal Opportunity.Peregrine shall not discriminate,on the basis of a person's race,
religion,color, national origin,age, physical or mental handicap or disability, medical condition,genetic information,
marital status, sex,sexual orientation, gender or gender identity, against any employee, applicant for employment,
subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs
provided by Peregrine under this Agreement.Peregrine shall comply with all applicable federal,state,and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting,
and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction
of any positive obligations required of Peregrine thereby.
2.7. Suspension. Notwithstanding anything to the contrary in this Agreement, Peregrine may temporarily
suspend Customer's and any User's access to any portion or all of the Service if:(a)Peregrine reasonably determines
that (i)there is a threat or attack on the Service; (ii) Customer's or any User's use of the Service disrupts or poses a
security risk to the Service or to any other customer or vendor of Peregrine; (iii) Customer, or any User, is using the
Service for fraudulent or illegal activities;(iv) subject to applicable law,Customer has ceased to continue its business
in the ordinary course,made an assignment for the benefit of creditors or similar disposition of its assets,or become
the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (v) Peregrine's
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provision of the Service to Customer or any User is prohibited by applicable law;or(vi)any Customer Data submitted,
posted, or otherwise transmitted by or on behalf of Customer or an User through the Service may infringe or
otherwise violate any third party's intellectual property or other rights; (b) any vendor of Peregrine has suspended
or terminated Peregrine's access to or use of any Third Party Products required to enable Customer to access the
Service; or(c) if Customer fails to pay any undisputed fees when due (any such suspension described in subclauses
(a),(b),or(c),a"Service Suspension").Peregrine shall use commercially reasonable efforts to provide written notice
of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service
following any Service Suspension. Peregrine shall use commercially reasonable efforts to resume providing access
to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Peregrine
will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other
consequences that Customer or any User may incur as a result of a Service Suspension.
2.8. Third Party Products. Peregrine may from time to time make Third Party Products available to Customer or
Peregrine may allow for certain Third Party Products to be integrated with the Service. For purposes of this
Agreement, such Third Party Products are subject to their own terms and conditions. Peregrine is not responsible
for the operation of any Third Party Products and makes no representations or warranties of any kind with respect
to Third Party Products or their respective providers. If Customer does not agree to abide by the applicable terms
for any such Third Party Products,then Customer should not install or use such Third Party Products. By authorizing
Peregrine to transmit Customer Data from Third Party Products into the Service, Customer represents and warrants
to Peregrine that it has all right, power,and authority to provide such authorization.
2.9. Open Source Components. Certain aspects of the Service,such as the Client-Side Software, may contain or
be distributed with open source software code or libraries ("Open Source Components"). Peregrine will provide a
list of Open Source Components for a particular version of any distributed portion of the Service,such as the Client-
Side Software, on Customer's request. To the extent required by the license applicable to such Open Source
Components:(a)Peregrine will use reasonable efforts to deliver to Customer any notices or other materials(such as
source code); and (b)the terms of such licenses will apply to such Open Source Components in lieu of the terms of
this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with
respect to any particular Open Source Component,such restrictions will not apply to such Open Source Component.
To the extent the terms of such licenses require Peregrine to make an offer to provide source code or related
information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity,
Open Source Components are Third Party Products.
3. Customer Responsibilities.
3.1. Generally.Customer is responsible for all activities that occur under User accounts. Customer also shall:(a)
ensure it has all rights necessary for Peregrine to integrate the Customer Data with the Service; (b) have sole
responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (c)
prevent unauthorized access to,or use of,the Service,and notify Peregrine immediately of any unauthorized access
or use; (d)_ensure each User has its own unique account on the Service and that Users do not share their account
credentials with one another or any third party;and(e)comply with all applicable laws in using the Service.Customer
agrees to provide its Users with the applications necessary to run the Service as set forth in the Documentation.
3.2. Use Restrictions. Customer shall not use the Service for any purposes beyond the scope of access granted
under this Agreement. Without limiting the generality of the foregoing, Customer shall not, and shall ensure Users
do not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise
commercially exploit or make the Service available to any third party; (b) send spam or otherwise duplicative or
unsolicited messages via the Service; (c) send or store infringing or unlawful material; (d) send or store material
containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or
programs; (e) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (f)
attempt to gain unauthorized access to the Service or its related systems or networks; (g) copy, modify, or create
derivative works based upon the Service or any component thereof; (h) reverse engineer, disassemble, decompile,
decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service or any
component thereof; (i) use the Service in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any intellectual property or other right of any third party or that violates any applicable law; (j)
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access or use the Service for purposes of competitive analysis of Peregrine or the Service, the development,
provision, or use of a competing service or product, or any other purpose that is to Peregrine's detriment or
commercial disadvantage; or (k) input, upload, transmit, or otherwise provide to or through the Service any
information or materials, including Customer Data,that are unlawful or injurious in any way
3.3. CJIS Requirements.Customer certifies that it and its Users will comply with the following CJIS requirements:
(a)Customer agrees to use training, policy and procedures to ensure Users use proper handling, processing, storing
and communication protocols for Customer Data and any Third Party Data; (b) Customer agrees to protect the
Service and any Third Party Data by monitoring and auditing staff user activity to ensure that it is only within the
purview of system application development, system maintenance and the support roles assigned; (c)Customer will
only provide access to the Service and any Third Party Data through Customer-managed role-based access and
applied sharing rules configured by Customer; (d) Customer agrees to create and retain activity transaction logs to
enable auditing by Peregrine staff, CJIS and any Third Party Data owners; (e) Customer agrees to perform
independent employment background screening for its staff at Customer's own expense; and (f) Customer agrees
to reinforce staff policies for creating User accounts with only one Customer domain email address for each User,
with exceptions only as granted in writing by Peregrine.
3.4. Operation Restrictions. Under certain circumstances, it may be dangerous to operate a moving vehicle
while attempting to operate a laptop, mobile device or other touch screen and any of their applications. Customer
agrees that the Users will be instructed to only utilize the interface for the Service at times when it is safe to do so.
Peregrine is not liable for any accident caused by a result of distraction such as from viewing the screen while
operating a moving vehicle.
3.5. Customer Logo. Peregrine may use Customer's name and logo in Peregrine's lists of customers provided
that such use will comply with any standard trademark guidelines provided by Customer to Peregrine.
3.6. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or
materials to Peregrine by mail,email,telephone,or otherwise,suggesting or recommending changes to the Service,
including without limitation, new features or functionality relating thereto, or any comments, questions,
suggestions, or the like ("Feedback"), Peregrine is free to use such Feedback irrespective of any other obligation or
limitation between the parties governing such Feedback.
4. Fees&Payment.
4.1. Fees. Customer shall pay the fees for the Service as specified in the Order Form and in any SOWs. All fees
are non-refundable except to the extent otherwise expressly set forth in this Agreement.
4.2. Payment Terms. Except as set forth on the Order Form, Customer shall pay all fees within thirty (30) days
of Peregrine issuing an invoice.
4.3. Taxes.Peregrine's fees do not include any local,state,federal or foreign taxes,levies or duties of any nature
("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Peregrine's income. If
Peregrine has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the
appropriate amount shall be invoiced to and paid by Customer unless Customer provides Peregrine with a valid tax
exemption certificate authorized by the appropriate taxing authority.
5. Proprietary Rights. The "Peregrine Technology "means (a) the Peregrine name, the Peregrine logo, and
other trademarks and service marks; (b) audio and visual information, documents, software and other works of
authorship, including training materials; (c)other technology included in the Service, including Client-Side Software,
graphical user interfaces, workflows, products, processes, algorithms, know-how and other trade secrets,
techniques, designs, inventions and other tangible or intangible technical material or information provided by
Peregrine under this Agreement;and (d)the work product or other results of Professional Services. Peregrine owns
and shall retain all rights in the Peregrine Technology. Other than as expressly set forth in Section 2.1 above, no
license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to
Customer or Users,and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity,"Peregrine
Technology"does not include Customer Data.
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6. Data Access,Sharing and Security.
6.1. Customer Data.Peregrine may access, reproduce,and use Customer Data to provide the Service, including
to provide Technical Support,Onboarding and Training Services and any Professional Services. Customer agrees that
Peregrine may generate technical logs, data and insights about Customer's usage of the Service (e.g., frequency of
logins) ("Peregrine Insights") and may use the Customer Data in aggregated and anonymized form that does not
individually identify any person or entity, including Customer or its Users ("Aggregated Data") for Peregrine's
internal business purposes and to operate and improve Peregrine's proprietary software and services, and that
Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and
Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any
Customer Data via the Service if the provision of such data may be harmful to the Service,as determined by Peregrine
in its reasonable discretion.
6.2. CJI5 Security Policy. Peregrine has implemented procedures to allow for adherence to the CJIS Security
Policy. The hosting facility for the Service uses access control technologies that meet or exceed CJIS requirements.
In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to
the CJIS Security Policy.
6.3. Third Party Data.Any Third Party Data that Peregrine may provide via the Service is governed by the third
party owner's retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and
Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine's applicable
rights to such Third Party Data terminate or the provision of such data may be harmful to the Service,as determined
by Peregrine in its reasonable discretion.
6.4. Processing of Personal Information.Peregrine's rights and obligations with respect to Personal information
it collects directly from individuals are set forth in Peregrine's Privacy Policy<https://peregrine.io/privacy-policy/>.
Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed
by this Agreement.
6.5. Sensitive Information; Marking Requirements. To the extent Customer provides Customer Data that
Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment ("Sensitive
Information"), Customer is solely responsible for providing appropriate markings to designate the applicable
Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/or instructions
in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within
other provided Customer Data. Customer shall (a) mark Sensitive Information on its face, (b) make the appropriate
designations for Sensitive Information in document metadata, (c) provide Peregrine with a table or other list of
Sensitive Information that contains sufficient detail to identify the Sensitive Information; or (d) identify Sensitive
Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure
to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient
information to identify Sensitive Information.
7. Confidentiality.
7.1. Definition of Confidential Information. The term "Confidential Information" means all confidential and
proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether
orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential
given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party
Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and
technical information, product designs, and business processes.
7.2. Confidentiality.The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party except to perform its obligations or exercise its rights under this Agreement,except with the Disclosing Party's
prior written permission on a case-by-case basis. Each party agrees to protect the confidentiality of the Confidential
Information of the other party in the same manner that it protects the confidentiality of its own proprietary and
confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is
compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall
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provide the Disclosing Party with prior notice of such compelled disclosure (to the extent practicable and legally
permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the
disclosure.
7.3. Exceptions.The parties'obligations in Section 7.2 shall not apply to any information that: (a) is or becomes
publicly available without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c)
was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party;
or(d) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by
applicable laws, rules,or regulations relating to public records(each a "Public Records Act"). Nothing in this Section
7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable
Public Records Act to the extent legally required.
7.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition
to any other remedies available to it,to seek injunctive relief to enjoin such acts, it being specifically acknowledged
by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which
any other available remedies are inadequate.
8. Warranties&Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this
Agreement. Peregrine represents and warrants that(i)it will provide the Service in a professional manner consistent
with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and (ii)
the Service will perform in accordance with and otherwise substantially conform to its associated documentation.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, PEREGRINE MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE
TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS
AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.
9. Indemnification.
9.1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors,
officials, agents, volunteers and employees ("Customer Indemnified Parties") against any claim made or brought
against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when
used in accordance with this Agreement infringes any intellectual property rights of a third party(each,a "Customer
Claim"),and shall indemnify and hold Customer Indemnified Parties harmless from and against any and all liability,
loss,damage,claims,expenses,and costs,including without limitation,attorney's fees,awarded by a court or agreed
to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly gives
written notice of the Customer Claim to Peregrine; (b)gives Peregrine sole control of the defense and settlement of
the Customer Claim(provided that Peregrine may not agree to any settlement that imposes any liability or obligation
on Customer without Customer's prior written consent,such consent not to be unreasonably withheld,conditioned,
or delayed); and (c) provides to Peregrine, at Peregrine's cost, all reasonable assistance in the defense and
settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or otherwise regarding
claims that arise from or relate to (i) Customer's use of the Service other than as contemplated by this Agreement,
(ii) any modifications to the Service made by any entity other than Peregrine (where the liability would not have
arisen but for such modification), (iii)any combination of the Service with services or technologies not provided by
Peregrine(where the liability would not have arisen but for such combination), (iv)Customer's use of the Service or
portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this
Section 9.1,or(v)Third Party Products.If in Peregrine's opinion a Customer Claim is likely to be made,or if an existing
Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x)obtain a license to enable Customer
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to continue to use the potentially infringing portion of the Service, (y) modify the Service to avoid the potential
infringement, or (z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the
Agreement or the license to the infringing portion of the Service and refund the amount of any pre-paid fees
applicable to the portion of the terminated Services to be provided after the termination date.
9.2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its expense
defend Peregrine and its officers, directors, officials, agents, volunteers and employees ("Peregrine Indemnified
Parties") against any claim made or brought against any Peregrine Indemnified Party by a third party based on: (a)
Customer's or any User's negligence,gross negligence,fraud,or willful misconduct;(b)Customer's or any User's use
of the Service in a manner not authorized by this Agreement;or(c)Customer Data or Peregrine's authorized use of
such Customer Data (each, a "Peregrine Claim"), and shall indemnify and hold Peregrine Indemnified Parties
harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without
limitation, attorney's fees, awarded by a court or agreed to by Customer in a settlement with respect to such
Peregrine Claim;provided, that Peregrine (i) promptly gives written notice of the Peregrine Claim to Customer; (ii)
gives Customer sole control of the defense and settlement of the Peregrine Claim(provided that Customer may not
agree to any settlement that imposes any liability or obligation on Peregrine without Peregrine's prior written
consent,such consent not to be unreasonably withheld,conditioned,or delayed); and (iii) provides to Customer,at
Customer's cost, all reasonable assistance in the defense and settlement of the Peregrine Claim.
9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PEREGRINE'S SOLE
LIABILITY AND OBLIGATION FOR ANY ACTUAL,THREATENED, OR ALLEGED CLAIMS BY THIRD PARTIES RELATING
TO THE SERVICE OR ITS USE.
10. Limitation of Liability.
10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY'S BREACH OF SECTION 7, A
PARTY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL
MISCONDUCT,IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS,
LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,
INCIDENTAL,MULTIPLE,EXEMPLARY,PUNITIVE,OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND,WHETHER
IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,WHETHER OR NOT THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE.
10.2. Liability Cap. IN NO EVENT SHALL PEREGRINE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT(INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS
AGREEMENT IN THE TWELVE (12)MONTHS IMMEDIATELY PRECEDING THE CLAIM.
11. Term&Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the duration of
the term set forth on the Order Form ("Term"), unless earlier terminated in accordance with the Order Form or
Section 11.2
11.2. Termination for Cause.A party may terminate this Agreement for cause upon thirty(30)days written notice
of a material breach to the other party if such breach remains uncured at the expiration of such period.Termination
shall not relieve Customer of the obligation to pay any fees accrued or payable to Peregrine prior to the effective
date of termination.
11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to maintain or
provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall delete all Customer Data
in its systems or otherwise in its possession or under its control. Notwithstanding the foregoing or any other
provision of this Agreement, Peregrine may use in perpetuity any Aggregated Data.
11.4. Survival.The following provisions shall survive termination or expiration of this Agreement: Sections 4, 5,
6.1, 6.3, 7, 8,9, 10, 11.3, 11.4,and 12.
12. General Provisions.
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12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A: Insurance.
12.2. Relationship of the Parties.This Agreement does not create a partnership,franchise,joint venture,agency,
fiduciary or employment relationship between the parties.There are no third-party beneficiaries to this Agreement.
At all times during the term of this Agreement, Peregrine shall be an independent contractor and shall not be an
employee of Customer. Except as Customer may specify in writing, Peregrine shall have no authority, express or
implied, to act on behalf of Customer in any capacity whatsoever as an agent. Peregrine shall have no authority,
express or implied, pursuant to this Agreement to bind Customer to any obligation whatsoever.
12.3. Peregrine's Books and Records.To the extent required by applicable laws, rules, or regulations, Peregrine
shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and
disbursements charged to the Customer under this Agreement for a minimum of 3 years, or for any longer period
required by law,from the date of final payment to Peregrine to this Agreement.All such records shall be maintained
in accordance with generally accepted standards and shall be made available for inspection, audit, and/or copying
during regular business hours, upon written request of the Customer.
12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance of its
obligations under this Agreement (except for the payment of money) on account of events beyond the reasonable
control of such party, which may include Internet denial-of-service attacks, strikes, shortages, riots, insurrection,
fires,flood,storm,explosions, acts of God, war,terrorism,governmental action, labor conditions, earthquakes, and
material shortages (each, a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, the non-
performing party will be excused from any further performance of its obligations affected by the Force Majeure
Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume
performance.
12.5. Federal Government. Any use, copy or disclosure of the Service by the U.S. Government is subject to
restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a)and 227.7202-3(a)(1995), DFARS
252.227-7013(c)(1)(ii)(October 1998), FAR 12.212(a)(1995), FAR 52.227-19,or FAR 52.227(ALT III),as applicable.
12.6. Additional Government Terms. Peregrine acknowledges that Customer may be a public entity and,
accordingly, certain additional laws, rules, and regulations may take precedence over the terms and conditions of
this Agreement (the "Additional Government Terms"). The Additional Government Terms, if any, are attached
hereto as Appendix B: Additional Government Terms and will govern to the extent of any conflict with any other
term of this Agreement.
12.7. Notices.All notices under this Agreement shall be in writing and shall be deemed to have been given upon:
(a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by
confirmed facsimile; or (d) after confirmed receipt of an email. Notices to Peregrine shall be addressed to the
attention of Nick Noone,CEO, Peregrine Technologies,nick@peregrine.io,with a copy to ben@peregrine.io. Notices
to Customer are to be addressed to the individual identified in the Order Form.
12.8. Waiver;Cumulative Remedies Severability.No failure or delay by either party in exercising any right under
this Agreement shall constitute a waiver of that right. Other than as expressly stated herein,the remedies provided
herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of
this Agreement is held by a court of competent jurisdiction to be contrary to law,the provision shall be modified by
the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent
permitted by law,and the remaining provisions of this Agreement shall remain in effect.
12.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of
law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing,
Peregrine may assign this Agreement, together with all rights and obligations hereunder, without consent of
Customer, in connection with a merger,acquisition, corporate reorganization, or sale of all or substantially all of its
stock or assets that relate to this Agreement. Any attempt by a party to assign its rights or obligations under this
Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall
bind and inure to the benefit of the parties,their respective successors and permitted assigns.
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12.10. Governing Law.This Agreement shall be governed by the laws of Florida.The state courts located in Palm
Beach County, FL or the United States District Court for the Southern District of Florida shall have exclusive
jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the
exclusive jurisdiction of such courts provided that nothing in this Section 12.10 prohibits either party from seeking
or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement.
12.11. Construction. The division of this Agreement into Sections and the insertion of captions and headings are
for convenience of reference only and will not affect the construction or interpretation of this Agreement.The terms
"this Agreement," "hereof," "hereunder" and any similar expressions refer to this Agreement and not to any
particular Section or other portion hereof. The parties hereto agree that any rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of
this Agreement. As used in this Agreement, the words "include" and "including," and variations thereof, will be
deemed to be followed by the words"without limitation" and "discretion" means sole discretion
12.12. Entire Agreement.This Agreement constitutes the entire agreement between the parties,and supersedes
all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject
matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in
writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order
or in any other Customer order documentation (excluding the Order Form) shall be incorporated into or form any
part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void.
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Appendix A: Insurance
Peregrine, at its own cost and expense, shall procure the types and amounts of insurance specified herein and
maintain that insurance throughout the term of the Agreement.The cost of such insurance shall be included in the
Peregrine's bid or proposal. Peregrine shall be fully responsible for the acts and omissions of its subcontractors or
other agents.
Workers'Compensation. Peregrine shall, at its sole cost and expense, maintain Statutory Workers' Compensation
Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Peregrine in
the amount required by applicable law. The requirement to maintain Statutory Workers' Compensation and
Employer's Liability Insurance may be waived by the Customer upon written verification that Peregrine is a sole
proprietor and does not have any employees and will not have any employees during the term of this Agreement.
Commercial General and Automobile Liability Insurance
General requirements. Peregrine, at its own cost and expense, shall maintain commercial general and automobile
liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence and
$2,000,000 aggregate, combined single limit coverage for risks associated with the work contemplated by this
Agreement.
Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office
Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General
Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as Insurance Services Office
Automobile Liability form CA 0001 (most recent edition) covering any auto (Code 1), or if Peregrine has no owned
autos, hired (code 8) and non-owned autos(Code 9). No endorsement shall be attached limiting the coverage.
Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified
endorsement to the policy:
a. The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis.
b. Customer, its officers, officials, employees, agents, and volunteers shall be covered as additional insureds
for liability arising out of work or operations on behalf of the Peregrine, including materials, parts, or equipment
furnished in connection with such work or operations; or automobiles owned, leased, hired, or borrowed by the
Peregrine. Coverage can be provided in the form of an endorsement to the Peregrine's insurance at least as broad
as CG 20 10 11 85, or both CG 20 10 10 01 and CG 20 37 10 01.
c. For any claims related to this Agreement or the work hereunder,the Peregrine's insurance covered shall be
primary insurance as respects the Customer,its officers,officials,employees,agents,and volunteers.Any insurance
or self-insurance maintained by the Customer, its officers, officials,employees, agents or volunteers shall be excess
of the Peregrine's insurance and non-contributing.
d. The policy shall cover inter-insured suits and include a "separation of Insureds" or "severability" clause
which treats each insured separately.
e. Peregrine agrees to give at least 30 days prior written notice to Customer before coverage is canceled or
modified as to scope or amount.
Professional Liability Insurance.
General requirements. Peregrine, at its own cost and expense, shall maintain for the period covered by this
Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in
an amount not less than $1,000,000 per occurrence or claim covering the Peregrine's errors and omissions.
Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a
claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
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b. Insurance must be maintained and evidence of insurance must be provided for at least five(5)years after
completion of the Agreement or the work.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a
retroactive date that precedes the date of this Agreement, Peregrine must purchase an extended period coverage
for a minimum of five(5)years after completion of work under this Agreement.
d. A copy of the claim reporting requirements must be submitted to the Customer for review prior to the
commencement of any work under this Agreement.
All Policies Requirements.
Submittal Requirements. Peregrine shall submit the following to Customer prior to beginning services:
Certificate of Liability Insurance in the amounts specified in this Agreement;and
Additional Insured Endorsement as required for the General Commercial and Automobile Liability Polices.
Acceptability of Insurers.All insurance required by this Agreement is to be placed with insurers with a Bests' rating
of no less than A:VII.
Deductibles and Self-Insured Retentions. Insurance obtained by the Peregrine shall have a self-insured retention or
deductible of no more than $100,000.
Wasting Policies. No policy required herein shall include a "wasting" policy limit(i.e. limit that is eroded by the cost
of defense).
Waiver of Subrogation. Peregrine hereby agrees to waive subrogation which any insurer or contractor may require
from Peregrine by virtue of the payment of any loss. Peregrine agrees to obtain any endorsements that may be
necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the Customer
has received a waiver of subrogation endorsement from the insurer.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Customer for all
work performed by the Peregrine, its employees,agents, and subcontractors.
Subcontractors. Peregrine shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor.All coverages for subcontractors shall be subject to all of the
requirements stated herein, and Peregrine shall ensure that Customer, its officers,officials,employees,agents, and
volunteers are covered as additional insured on all coverages.
Excess Insurance. If Peregrine maintains higher insurance limits than the minimums specified herein,Customer shall
be entitled to coverage for the higher limits maintained by the Peregrine.
Remedies. In addition to any other remedies Customer may have if Peregrine fails to provide or maintain any
insurance policies or policy endorsements to the extent and within the time herein required, Customer may, at its
sole option, order Peregrine to stop work under this Agreement and withhold any payment that becomes due to
Peregrine hereunder until Peregrine demonstrates compliance with the requirements hereof, or terminate this
Agreement.
Appendix B: Additional Government Terms
No additional government terms and conditions.
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ADDENDUM ADDITIONAL TERMS—SOFTWARE/SAAS
The terms of this Addendum govern and control your Agreement with the City of Boynton Beach. If there is any conflict
between the Agreement and this Addendum,this Addendum shall control.
PUBLIC RECORDS.The City is a public agency subject to Chapter 119, Florida Statutes.The Contractor shall comply with Florida's
Public Records Law.Specifically,the Contractor shall:
A. Keep and maintain public records required by the City to perform the service;
13. Upon request from the City's custodian of public records, provide the City with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119, Fla.Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and,
following completion of the contract, Contractor shall destroy all copies of such confidential and exempt
records remaining in its possession once the Contractor transfers the records in its possession to the City;
and
D. Upon completion of the contract,Contractor shall transfer to the City,at no cost to the City,all public records
in Contractor's possession All records stored electronically by Contractor must be provided to the City,upon
request from the City's custodian of public records, in a format that is compatible with the information
technology systems of the City.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK
100 E. OCEAN AVE.
BOYNTON BEACH, FL, 33435
561-742-6060
CITYCLERK@BBFL.US
CONFIDENTIALITY. If the Agreement contains any confidentiality obligations, any such provisions are subject to Chapter 119,
Florida Statutes mandates.The Agreement and any information provided by Contractor to the City may fall within the disclosure
requirements of Chapter 119, Fla. Stat. The Contractor must clearly label and mark each page or section of any tangible
documents (excluding internet-based Confidential Information) provided to the City in connection with the Agreement that it
considers proprietary information or otherwise confidential or exempt from Chapter 119, Fla. Stat. If the City receives a public
records request regarding the Contractor's Confidential Information, it will notify the Contractor in writing or electronically. If the
Contractor continues to assert in good faith that the information is confidential or exempt from disclosure pursuant to Chapter
119, Fla Stat.,then the Contractor shall be solely responsible for defending its position or seeking a judicial declaration. Nothing
in this Agreement shall create an obligation or duty for the City to defend or justify the Contractor's position. Contractor shall
indemnify and hold harmless the City for any award,damages,fines,fees, penalties,or impositions of whatsoever nature or kind
and all costs and fees, including attorney's fees incurred by the City in connection with this section. Any requirements in the
Agreement that require the City to destroy Confidential Information upon termination of the Agreement are hereby deemed null
and void.
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DISCRIMINATORY VENDOR AND SCRUTINIZED COMPANIES LISTS;COUNTRIES OF CONCERN. Contractor
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. Contractor 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. Contractor represents that it is, and for the duration of the Term will remain, in compliance
with Section 286.101, Florida Statutes.
VERIFICATION OF EMPLOYMENT ELIGIBILITY.Contractor represents that Contractor 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 Contractor violates this section, City may immediately terminate this Agreement
for cause,and Contractor shall be liable for all costs incurred by City due to the termination.
PUBLIC ENTITY CRIMES ACT. Contractor 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.
Contractor 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 Contractor has been placed on the convicted vendor list.
ENTITIES OF FOREIGN CONCERN. This section shall apply if Contractor or any subcontractor will have access to an individual's
personal identifying information under this Agreement. Accordingly, Contractor represents and certifies: (i) Contractor 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 Contractor; and (iii)Contractor 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 Contractor or its subcontractor will
have access to personal identifying information under this Agreement,Contractor 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.
ANTI-HUMAN TRAFFICKING. On or before the Effective Date of the Agreement, Contractor shall provide City with an affidavit
attesting that the Contractor does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes.
INVOICES AND PAYMENT. Payments of any fees due to the Contractor for services shall be conditioned on receipt of a proper
invoice. Payment will be made in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida
Statutes.
VENUE,WAIVER OF JURY TRIAL.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. EACH PARTY HEREBY
EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.
INDEMNIFICATION. Contractor shall indemnify, hold harmless,and defend City and all of City's current, past,and future officers,
agents, and employees(collectively, "Indemnified Party")from and against any and all causes of action, demands,claims,losses,
liabilities, and expenditures of any kind,including attorneys'fees,court costs,and expenses, including through the conclusion of
any appellate proceedings, raised or asserted by any person or entity not a party to this Agreement,and caused or alleged to be
caused, in whole or in part, by a claim that the Software or Services, as provided by Contractor and when used by City in
accordance with this Agreement, infringe any intellectual property rights of a third party (collectively, a "Claim"). If any Claim is
brought against an Indemnified Party,Contractor shall,upon written notice from City,defend each Indemnified Party with counsel
satisfactory to City or, at City's option, pay for an attorney selected by the City Attorney to defend the Indemnified Party. The
obligations of this section shall survive the expiration or earlier termination of this Agreement.Any provision of the Agreement
that requires the City to indemnify the Contractor or any third party is hereby deleted in its entirety.
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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SOFTWARE AS A SERVICE(SAAS)AND TECHNOLOGY PROVISIONS
DATA OWNERSHIP AND PORTABILITY. For SaaS and technology services, the City retains full ownership of all data entered into,
processed by, or generated through Contractor's systems. Upon termination or expiration of this Agreement, Contractor shall
provide the City with all data in a standard, machine-readable format at no additional cost within thirty (30) days. Contractor
shall not retain any copies of City data except as required by law.
DATA SECURITY AND PRIVACY.Contractor shall implement and maintain industry-standard security measures to protect City data,
including but not limited to encryption in transit and at rest, access controls, regular security assessments, and employee
background checks for personnel with access to City systems. Contractor shall immediately notify the City of any actual or
suspected data breach, security incident, or unauthorized access within twenty-four(24) hours of discovery.
SERVICE LEVEL AGREEMENTS. For technology services,Contractor shall maintain system uptime of at least 99.5%during business
hours (8:00 AM to 5:00 PM EST, Monday through Friday, excluding City holidays). Planned maintenance requiring system
downtime must be scheduled outside business hours with at least 72 hours'advance notice to the City.
BUSINESS CONTINUITY AND DISASTER RECOVERY. Contractor shall maintain appropriate backup and disaster recovery
procedures to ensure continuity of services and data protection. Contractor shall provide the City with a copy of its disaster
recovery plan upon request and demonstrate successful recovery procedures annually.
COMPLIANCE WITH APPLICABLE LAWS. For technology services involving personal data, Contractor shall comply with all
applicable federal, state, and local privacy laws, including but not limited to HIPAA(if applicable), FERPA (if applicable), and any
Florida data protection statutes. Contractor shall provide evidence of compliance upon City's request.
TECHNOLOGY SUPPORT AND MAINTENANCE. Contractor shall provide ongoing technical support during normal business hours
and shall respond to critical issues within four (4) hours. Contractor shall maintain current versions of all software and security
patches unless otherwise agreed in writing.
VENDOR LOCK-IN PREVENTION. Contractor agrees not to implement any technical or contractual barriers that would prevent
the City from migrating to alternative solutions. This includes providing necessary APIs, data exports, and reasonable transition
assistance upon contract termination.
By signing belswAlse.Gontractor agrees to the terms in this Addendum.
By: Pk-id U1u,ltr
Name: RObert 'aheeler
Title: 2/Chief operating Officer
Date: