HomeMy WebLinkAboutR26-137 RESOLUTION NO. R26-137
t A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
2 BEACH, FLORIDA, APPROVING A SOLE SOURCE AGREEMENT WITH
3 TRIHEDRAL, INC., FOR VTSCADA SOFTWARE SUPPORT AND UPGRADE
4 SERVICES FOR THE CITY'S SCADA SYSTEM, FOR AN INITIAL TERM
5 THROUGH NOVEMBER 30, 2028, WITH TWO (2) ONE-YEAR RENEWAL
6 OPTIONS, FOR A TOTAL AMOUNT NOT TO EXCEED $88,690.00; AND FOR
7 ALL OTHER PURPOSES.
8
9 WHEREAS, the City requires ongoing technical support and software updates to ensure
10 the continued reliability and efficiency of its Supervisory Control and Data Acquisition (SCADA)
11 system,which utilizes VTScada for operating, monitoring, and controlling the East and West Water
12 Treatment Plants, well field operations, ground storage tanks, and lift stations (the "System"); and
13 WHEREAS, Trihedral, Inc. ("Vendor"), as the sole source and manufacturer of VTScada, is
14 uniquely qualified to provide annual support services and software upgrades to maintain optimal
15 performance and security of the System (the "Services"); and
16 WHEREAS, this purchase is being made pursuant to the Sole Source Procurement
17 Exemption outlined in Section X, Alternatives to Formal Sealed Bids, of the procurement policy,
18 which permits sole source services and purchases when it is determined that only one viable
19 source is available; and
20 WHEREAS, the Vendor has provided the City with the applicable sole source letter that
21 meets the Sole Source Procurement Exemption, and the City's Procurement Services Division has
22 confirmed that the Vendor is the sole source available to provide the Services; and
23 WHEREAS,the City's Procurement Services Division is requesting the City enter into a Sole
24 Source Agreement with the Vendor to obtain the Services in order to maintain the continued
25 functionality, reliability, and security of the System; and
26 WHEREAS, the Vendor submitted Quotation No. Q36446, dated November 18, 2025, for
27 the Services, for a total amount of Fifty-Three Thousand Two Hundred Fourteen Dollars and Zero
28 Cents ($53,214.00) (the "Fee"); and
29 WHEREAS, the Fee is fixed for the entire initial term of the Agreement, which commences
30 on the Effective Date and remains in effect through November 30, 2028, and the City reserves the
31 right to renew the Agreement for two (2) additional one-year terms on the same terms and
RESOLUTION NO. R26-137
32 conditions, subject to the Vendor's satisfactory performance and the appropriation of funds, and
33 the total potential value of the Agreement, including the Initial Term and both Extension Terms,
34 is Eighty-Eight Thousand Six Hundred Ninety Dollars ($88,690.00); and
35 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
36 best interests of the City's citizens and residents to approve the Sole Source Agreement with the
37 Vendor for VTScada software support and upgrade services for a total amount not to exceed
38 $88,690.00, including the two (2) one-year Extension Terms.
39 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
40 BEACH, FLORIDA, THAT:
41 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
42 being true and correct and are hereby made a specific part of this Resolution upon adoption.
43 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
44 approve the Sole Source Agreement between Vendor and the City for VTScada software support
45 and upgrade services, for a total amount not to exceed $88,690.00, consisting of the initial-term
46 Fee of$53,214.00 and up to $35,476.00 for the two (2)one-year Extension Terms (the "Sole Source
47 Agreement"), in form and substance similar to that attached as Exhibit A.
48 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
49 authorizes the City Manager to execute the Sole Source Agreement. The City Manager or Mayor
50 is further authorized to execute any ancillary documents required under the Sole Source
51 Agreement or necessary to accomplish the purposes of this Resolution and any Amendments to
52 the Sole Source Agreement that do not modify the scope of services or the total not-to-exceed
53 amount. The City Manager or Mayor is further authorized to execute the term extension
54 amendment(s) for each Extension Term on the same terms and conditions and within the total
55 not-to-exceed amount; provided that any rate change requested by the Vendor, any additional
56 services, or any increase to the total not-to-exceed amount shall require prior approval of the City
57 Commission.
58 SECTION 4. The City Clerk shall retain the fully executed Sole Source Agreement as a
59 public record of the City. A copy of the fully executed Sole Source Agreement shall be provided
RESOLUTION NO. R26-137
60 to Joshua McDermott to forward to the Vendor.
61 SECTION 5. This Resolution shall take effect in accordance with the law.
62
63 [SIGNATURES ON THE FOLLOWING PAGE]
RESOLUTION NO. R26-137
64 PASSED AND ADOPTED this a5 day of Cc \ 2026.
65 CITY OF BOYNTON BEACH, FLORIDA
66 YES NO
67
68 Mayor— Rebecca Shelton ✓
69
70 Vice Mayor—Thomas Turkin Cit,h o -
71
72 Commissioner—Angela Cruz ✓
73
74 Commissioner— Mack McCray
75
17
76 Commissioner—Aimee Kelley
77
78 VOTE u " b
79 ATTEST:
80
81 1.,#f it./ . �LtT i 3C"-4 -
82 Tammy Stanzi-ane Rebecca Shelton
83 City Clerk Mayor
84 r ``
85 ..- F.801'N•O ‘, APPROVED AS TO FORM:
86 (Corporate Seal) ,, coRPOR;q•:"<p lio
87 ; �.� SEA 1,\C
►,$
88 ;iNCp :
89 ,��� 192OTED' / Shawna G. Lamb
90 ��� •,r••....•••'� City Attorney
\,4DRIDA
T7)
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
TRIHEDRAL, INC., FOR VTSCADA SOFTWARE AND SUPPORT
This Agreement is made as of this AS day of alu9us} , 2026(the "Effective Date"),
by and between Trihedral, Inc., with a principal address of 7380 West Sand Lake Road Ste 100,
Orlando, FL 32819, hereinafter referred to as "Vendor," and the City of Boynton Beach, a
municipal corporation organized and existing under the laws of Florida, with a business address
of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City."
Vendor and City may be referred to individually as a "Party" and collectively as the "Parties." In
consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties
agree as set forth below.
WHEREAS, the City requires ongoing technical support and software updates to ensure
the continued reliability and efficiency of its Supervisory Control and Data Acquisition (SCADA)
system, which utilizes VTScada for operating, monitoring, and controlling the East and West
Water Treatment Plants, well field operations, ground storage tanks, and lift stations; and
WHEREAS, the Vendor, as the sole source and manufacturer of VTScada, is uniquely
qualified to provide annual support services and software upgrades to maintain optimal
performance and security of the system; and
WHEREAS, per the procurement policy, SECTION IX. ALTERNATIVES TO FORMAL SEALED
BIDS, 5. "Sole Source Purchase," allows for Sole Source Services and Purchases; and
WHEREAS, the definition of a Sole Source Purchase allows an award for Commodities,
Services,or a construction item without competition when it is determined that there is only one
source available; and
WHEREAS, this may include, without limitation, repairs or additions from the original
equipment manufacturer, only supplier in the area, franchised or licensed distributor or service,
or patented or propriety item; and
WHEREAS, the Vendor has provided the applicable letter to the City that meets the Sole
Source Procurement Exemption; and
Sole Source:\¢reement 26-032SS Trihedral.Inc.
WHEREAS, the City desires to engage Vendor to provide these support services, including
technical assistance, software updates, and maintenance for VTScada (the "Services", as further
described in Exhibit A); and
WHEREAS, Vendor has agreed to provide the Services in accordance with the terms and
conditions set forth herein.
NOW THEREFORE, for and in consideration of the mutual covenants and promises as
hereinafter set forth and of the faithful performance of such covenants and conditions, the City
and Vendor do hereby agree as follows:
1. SERVICES: Vendor shall provide all services, equipment, materials, and labor necessary to
deliver VTScada support and software support services on an annual basis as further
described in Vendor's Proposal attached hereto as Exhibit A and incorporated herein by
reference. Vendor shall provide all Services and perform any Services diligently, carefully,
and thoroughly consistent with good business practice. Vendor warrants that the Services
described in Exhibit A (Scope of Services) and Exhibit B (Fee Schedule) are covered by
those warranties described in Exhibit D (VTScada Software License Agreement).
2. TIME FOR PERFORMANCE: Work under the Agreement shall commence upon the City
giving written notice to the Vendor to proceed, along with a purchase order. Specific
delivery timelines for Services shall be specified in the purchase order. Vendor shall
provide all Goods and perform all Services required pursuant to this Agreement. Time is
of the essence for Vendor's performance of the duties, obligations, and responsibilities
required by this Agreement in accordance with the timelines agreed by the parties.
3. FEE: As compensation for Goods provided and Services rendered by Vendor to the City
during the Initial Term (as defined below), the City shall pay the Vendor Fifty-Three
Thousand Two Hundred Fourteen Dollars and Zero Cents($53,214.00) ("Fee"). The Fee is
based on the rates outlined in the Fee Schedule attached hereto as Exhibit B and
incorporated into this Agreement by reference. The rates set forth in Exhibit B shall be
fixed for the entire three (3) year term of this Agreement. The Fee shall be the sole
compensation paid to Vendor in connection with the provision of Goods and rendition of
the Services and the performance of any and all of its other obligations under this
Agreement and shall include any out-of-pocket or other expenses, including travel
expenses, incurred by Vendor.
4. TERM: This Agreement shall be for an initial term commencing on the date of full
execution by all Parties hereto (the "Effective Date"), and shall remain in effect through
November 30, 2028 ("Initial Term"), unless otherwise terminated or extended as provided
in this Agreement. The City reserves the right to renew the Agreement for two (2)
additional one-year renewal terms (each an "Extension Term") on the same terms and
conditions stated in this Agreement, subject to Vendor's satisfactory performance as
determined by the City, determination by the City that renewal will be in the best interest
Sole Source Agreement 26-032SS Trihedral.Inc
of the City, and confirmation that Vendor is the sole source to provide the Goods and
Services.The Mayor is authorized to execute the term extension amendment(s). If Vendor
requests a rate change at the time of renewal, or if the City desires to order additional
services described in Exhibit B, such change shall not become effective until a written
amendment is approved by the City Commission and duly executed by the Parties.
5. NOTICES: All Notices to the City shall be in writing by certified mail return receipt
requested, or customarily used overnight transmission with proof of delivery, sent to:
City: Daniel Dugger, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010/Facsimile: (561) 742-6090
Copy: Shawna G. Lamb, City Attorney
City of Boynton Beach
P.O. Box 310
Boynton Beach, Florida 33425
Telephone: (561) 742-6010/Facsimile: (561) 742-6090
Vendor: Barry Baker, President
Trihedral, Inc.
7380 West Sand Lake Road Ste 100
Orlando, FL 32819
Telephone: (800)463-2783
Email: barrv.baker@trihedral.com
6. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed
to:
Boynton Beach Finance Department
Attn: Accounts Payable
P.O. Box 310
Boynton Beach, FL 33425.
Invoices for Goods shall show the type and quantity of the Goods and dates(s)of delivery.
Invoices for Services shall show the nature of the service, applicable rate, and date(s) of
service. Invoices may be submitted after such Goods and Services are delivered; however,
all Goods and Services delivered before September 30th of any given year must be
invoiced by September 30th of that year.Vendor shall provide a W-9 with the first invoice.
Sole Source Agreement 26-032SS Irihedral.Inc
Payment shall be made only for Goods and Services actually ordered and received
pursuant to this Agreement. The fee shall be paid based on receipt of a proper invoice in
accordance with the invoice schedule indicated above. Payment will be made within 45
days of receipt of a proper invoice in accordance with the Local Government Prompt
Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this
Agreement shall be conclusive evidence of the performance of this Agreement by Vendor,
either wholly or in part, and no payment shall be construed to be an acceptance of or to
relieve Vendor of liability for the defective, faulty, or incomplete rendition of Goods and
Services.
7. TAX EXEMPT: Prices applicable to the City do not include applicable state and local sales,
use, and related taxes. The City is exempt from state and local sales and use taxes and
shall not be invoiced for the same. Upon request, the City will provide the Vendor with
proof of tax-exempt status.
8. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall
be considered nor construed to waive the City's rights and immunities under the common
law or section 768.28, Florida Statutes, as may be amended.
9. ATTORNEY'S FEES: In the event that either Party brings suit to enforce the Agreement,
each Party shall bear its own attorney's fees and court costs.
10. PUBLIC RECORDS: The City is a public agency subject to Chapter 119, Florida
Statutes. Vendor acknowledges and agrees that records it makes or receives in
connection with this Agreement may be public records. To comply with Florida's Public
Records Law Vendor shall:
A. Keep and maintain public records required by the City to perform the service when
utilizing non-City-owned equipment;
B. 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. oras 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,
Vendor shall destroy all copies of such confidential and exempt records remaining
in its possession once the Vendor transfers the records in its possession to the City;
and
D. Upon completion of the contract,Vendor shall transfer to the City, at no cost to the
City, all public records in Vendor's possession. All records stored electronically by
Sole Souroc.,grccment 26-012SS Inhcdral.Inc 4
Vendor 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. Acknowledge that Vendor supports systems and services that constitute or support
critical infrastructure, as defined under Fla. Stat. § 119.0725(2), and that certain
Vendor information furnished to or created for the City may contain trade secrets,
proprietary information, cybersecurity information, or other records that are
exempt or confidential and exempt from disclosure under state law, including but
not limited to § 119.071, et. al. Vendor shall clearly identify and mark such
information as 'Confidential," "Exempt," or"Trade Secret" at the time it is provided
to the City and shall, upon request, provide written support for any claimed
exemption. The City shall remain the sole authority responsible for determining
whether a record is exempt from disclosure and for responding to public records
requests, consistent with applicable law.
F. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerkcbbfl.us
11. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement,
Vendor certifies that Vendor is not participating in a boycott of Israel.The Vendor further
certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on
the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been
engaged in business operations in Syria. Subject to limited exceptions provided in state
law, the City will not contract for the provision of goods or services with any scrutinized
company referred to above. Submitting a false certification shall be deemed a material
breach of contract. The City shall provide notice, in writing, to the Vendor of the City's
determination concerning the false certification. The Vendor shall have five (5) days from
receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, the Vendor shall have ninety (90) days
following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If the Vendor does not
demonstrate that the City's determination of false certification was made in error, then
Sole Source Agreement 2(,-0:2SS rrihedral.Inc. 5
the City shall have the right to terminate the contract and seek civil remedies pursuant to
Section 287.135, Florida Statutes, as amended from time to time.
12. E-VERIFY: Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility,"
including the registration and use of the E-Verify system to verify the work authorization
status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in
termination of this Agreement. Any challenge to termination under this provision must
be filed in the Circuit Court no later than 20 calendar days after the date of termination.
If this Agreement is terminated for a violation of the statute by Vendor, Vendor may not
be awarded a public contract for a period of one (1) year after the date of termination.
13. DISPUTES:Any disputes that arise between the parties regarding the performance of this
Agreement and cannot be resolved through negotiations shall be submitted to a court of
competent jurisdiction exclusively in Palm Beach County, Florida.This Agreement shall be
construed under Florida Law.
14.TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either Party
for convenience upon fourteen (14) calendar days of written notice, in which event the
Vendor shall be compensated for Goods provided and Services performed through the
termination date.
15.TERMINATION FOR CAUSE: In addition to all other remedies available to the aggrieved
Party,this Agreement shall be subject to cancellation by either Party for cause,should the
other Party neglect or fail to perform or observe any of the terms, provisions, conditions,
or requirements herein contained, if such neglect or failure shall continue for a period of
thirty (30) calendar days after receipt by the defaulting Party of written notice of such
neglect or failure.
16. INDEMNIFICATION: Vendor shall indemnify and hold harmless the City and its elected
and appointed officers, agents, assigns and employees, consultants, separate Vendors,
any of their subcontractors, or sub-subcontractors (collectively, "Indemnified Party"),
from and against claims, demands, or causes of action whatsoever, and the resulting
losses, damages, costs, and expenses, including but not limited to attorneys' fees,
including paralegal expenses, liabilities, damages, orders, judgments, or decrees,
sustained by the Indemnified Party arising out of or resulting from (A) Vendor's
performance or breach of Agreement, (B) acts or omissions, gross negligence,
recklessness, or willful conduct by Vendor's, its agents, employees, subcontractors,
participants, and volunteers, and (C) Vendor's failure to take out and maintain insurance
as required under this Agreement. Notwithstanding the foregoing, indemnification
obligations relating solely to third-party intellectual property infringement claims,
software-specific warranty remedies, licensing limitations, or the City's authorized use of
Vendor's Software shall be governed exclusively by Exhibit D. This Section shall govern
and not be limited or superseded by Exhibit D with respect to claims arising out of or
relating to bodily injury,death, property damage,data breaches, privacy or confidentiality
Sok Source.Agreement 26-032SS 'Irihedral.Inc. 6
violations,violations of applicable law, or Vendor's gross negligence or willful misconduct,
provided, however, that (X) there are no modifications to Vendor's Software by anyone
other than Vendor or its agents, (Y) Vendor's Software is not used in combination with
materials not provided by Vendor, and (Z) City uses the most current, supported version
of Vendor's Software provided under the Agreement. Vendor shall pay all claims and
losses in connection therewith and shall investigate and defend all claims,suits,or actions
of any kind or nature against an Indemnified Party, where applicable, including appellate
proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue
thereon.The obligations of this section shall survive indefinitely regardless of termination
of the Agreement. If considered necessary by the City and the City Attorney, any sums
due Vendor under this Agreement may be retained by the City until all claims subject to
this indemnification obligation have been settled or otherwise resolved. Any amount
withheld shall not be subject to payment of interest by the City.
17. INSURANCE: At the time of execution of this Agreement, the Vendor shall provide the
City with a copy of its Certificate of Insurance reflecting lines of insurance customary and
appropriate to the Vendor's business. Please see the City's minimum insurance
requirements listed in Exhibit C(Insurance Requirements).
The Certificate of Insurance shall name the City of Boynton Beach and its officers,
employees, and agents as additional insured.
18. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is
applicable,City shall not be liable or responsible to Vendor beyond the amount remaining
due to Vendor under the Agreement, regardless of whether said liability be based in tort,
contract, indemnity or otherwise; and in no event shall City be liable to Vendor for
punitive or exemplary damages or lost profits or consequential damages.
19. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer
relationship between the Parties. The Parties intend that Vendor is an independent
contractor pursuant to the Agreement and shall not be considered the City's employee
for any purpose. Vendor shall not have the right to bind City to any obligation not
expressly undertaken by City under this Agreement
20. COMPLIANCE WITH LAWS:Vendor hereby warrants and agrees that at all times material
to the Agreement, Vendor shall perform its obligations in compliance with all applicable
federal, state, and local laws, rules, and regulations, including section 501.171, Florida
Statutes. Non-compliance may constitute a material breach of the Agreement.
21. ASSIGNMENT: If this Agreement and any interests granted herein shall be assigned,
transferred, or otherwise encumbered under any circumstances by Vendor,Vendor must
gain prior written consent from City thirty (30) business days before such transfer. For
purposes of this Agreement, any change of ownership of the company shall constitute an
assignment that requires the City's approval, which shall not be unreasonably withheld.
Sole Source.\creement 26-0:2SS rrihedral.Inc. 7
Notwithstanding the foregoing, Vendor may, without City's consent, assign this
Agreement in whole or in part as part of a corporate reorganization, consolidation,
merger, or sale of substantially all of its assets related to this Agreement. Vendor shall
provide City written notice of any such corporate reorganization, consolidation, merger,
or sale of substantially all of its assets related to this Agreement within thirty(30) calendar
days of such event.
22. NO LIEN. The Vendor shall not at any time permit any lien, attachment, or any other
encumbrance under the laws of the State of Florida, or otherwise, by any person or
persons whomsoever to be filed or recorded against the City, against any City property or
money due or to become due for any work done or materials furnished under this
Agreement by Vendor.
23. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect
only as long as the expenditures provided for in the Agreement have been appropriated
by the City Commission of the City of Boynton Beach in the annual budget for each fiscal
year of this Agreement, and is subject to termination based on lack of funding.
24. NON-EXCLUSIVE: This Agreement is non-exclusive. City may retain additional entities to
perform the same or similar work.
25. REPRESENTATION OF AUTHORITY: Vendor represents and warrants that this Agreement
constitutes the legal,valid, binding,and enforceable obligation of Vendor and that neither
the execution nor performance of this Agreement constitutes a breach of any agreement
that Vendor has with any third party or violates applicable law. Vendor further represents
and warrants that execution of this Agreement is within Vendor's legal powers, and each
individual executing this Agreement on behalf of Vendor is duly authorized by all
necessary and appropriate action to do soon behalf of Vendor and does so with full legal
authority.
26. RIGHTS IN DOCUMENTS AND WORK: Except as expressly provided in Exhibit D,each Party
shall retain all right, title, and interest in and to its respective pre-existing intellectual
property and proprietary materials. Any videos, photographs, documents, materials,
data, or other work product specifically created for City by Vendor in connection with
performing Services, excluding Vendor's Software, ("Documents and Work"), shall be
owned by City. To the extent any Vendor IP and Vendor Software is incorporated into or
necessary for the use of the Deliverables (as described in Exhibit A), Vendor hereby
transfers to City a non-exclusive, perpetual, royalty-free license to use such intellectual
property solely as permitted under Exhibit D and for City's internal governmental
purposes. Upon expiration or termination of this Agreement, Vencor shall deliver to City
the Deliverables in Vendor's possession within seven (7) days. Notwithstanding the
foregoing, Vendor shall not be required to deliver, transfer or disclose Vendor Software,
source code, or other proprietary materials, except as expressly provided in Exhibit D.
Any compensation due to Vendor may be withheld until the Deliverables are received as
Sole Source Agreement 26-032SS Trihedral.Inc.
provided in this Agreement.Vendor shall ensure that the requirements of this section are
included in all agreements with all subcontractor(s).
27.THIRD-PARTY BENEFICIARIES: Neither Vendor nor City intends to primarily or directly
benefit a third party by this Agreement. Therefore, the Parties acknowledge that there
are no third-party beneficiaries to this Agreement and that no third party shall be entitled
to assert a right or claim against either of them based upon this Agreement.
28. MATERIALITY AND WAIVER OF BREACH: Each requirement,duty,and obligation set forth
in this Agreement was bargained for at arm's length and is agreed to by the Parties. Each
requirement,duty,and obligation set forth in this Agreement is substantial and important
to the formation of this Agreement, and each is, therefore, a material term. City's failure
to enforce any provision of this Agreement shall not be deemed a waiver of such provision
or modification of this Agreement. A waiver of any breach shall not be deemed a waiver
of any subsequent breach and shall not be construed to be a modification of this
Agreement. To be effective, any waiver must be in writing and signed by an authorized
signatory of the Party granting the waiver.
29. COUNTERPARTS AND MULTIPLE ORIGINALS: This Agreement may be executed in
multiple originals and may be executed in counterparts, whether signed physically or
electronically, each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same agreement.
30. NON-DISCRIMINATION: Vendor and any subcontractors shall not discriminate on the
basis of race, color, sex, religion, national origin, disability, age, marital status, political
affiliation, sexual orientation, pregnancy, or gender identity and expression in the
performance of this Agreement.
31. ENTIRE AGREEMENT. The Agreement between the City and the Vendor with respect to
the subject matter of this Agreement. This Agreement supersedes all prior and
contemporaneous negotiations, understandings, and agreements, written or oral,
between the parties. This Agreement may not be modified except by the parties' mutual
agreement set forth in writing and signed by the parties.
32. SEVERABILITY. If any provision of this Agreement or application thereof to any person or
situation shall, to any extent, be held invalid or unenforceable, the remainder of this
Agreement, and the application of such provisions to persons or situations other than
those as to which it shall have been held invalid or unenforceable, shall not be affected
thereby, and shall continue in full force and effect, and be enforced to the fullest extent
permitted by law.
33. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor
shall provide City with an affidavit attesting that the Vendor does not use coercion for
labor or services, in accordance with Section 787.06(13), Florida Statutes.
Sole Source Agreement 26-0:2SS Frihedral.Inc.
34. COUNTRIES OF CONCERN. The vendor represents that it is and will remain in compliance
with Section 286.101, Florida Statutes, for the duration of the term.
35. PUBLIC ENTITY CRIME ACT. Vendor 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. Vendor 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 Vendor has been placed on the convicted vendor list.
(Signatures on Following Page)
Sole Source Agreement 26-032SS Trihedral.Inc. l0
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year
first written above.
CITY OF BOYNTON BE CH, FLORIDA TRIHEDRAL, INC.
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Daniel Du—gg�e ,-Etty-.Ma - Trihedral, Inc.
:)i
Barry Baker
Print Name of Authorized Official
President
Approved as to Form: Title
44at a � h
City Attorney's Office (Corporate Seal)
Attest/Authenticated:
Attested/Authenticated: '//
(Signature), Witness
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",z,'iLl " % • Rte_ N/ATT FA ✓A 2 0
Tammy Stanzi. e, m-Cityerk Print Name
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_Sole Source.\greement 26-032SS Trihedral.Inc. I I
EXHIBIT A
SCOPE OF SERVICES
VTScada Annual Support and Upgrade Services
Vendor: Trihedral, Inc.
Client: City of Boynton Beach
1. Overview
The City of Boynton Beach utilizes VTScada software as the Human Machine Interface(HMI) for its SCADA
system, which operates and monitors the East and West Water Treatment Plants, well field operations,
ground storage tanks, and lift stations.To maintain optimal performance, reliability,and security, the City
requires annual support and software upgrade services from Trihedral, Inc.
2. Objectives
Ensure continued functionality and efficiency of the SCADA system through technical support, software
updates, and maintenance services provided by Trihedral, Inc.
3. Scope of Services
Trihedral, Inc. shall provide the following Services on an annual basis:
• Technical Support
Remote troubleshooting and resolving VTScada-related issues.
Guidance and best practices for system optimization.
• Software Upgrades
Delivery of updates to VTScada software, including new versions, patches, and security
enhancements.
Ensure compatibility with existing SCADA infrastructure.
• System Maintenance
D Configuration adjustments as needed to maintain operational integrity.
o Monitoring system performance and recommending improvements.
• Historical Data Integrity
Maintain functionality for data collection, storage, and reporting within VTScada
4. Deliverables
• Annual VTScada support services as outlined above.
• Software upgrades and patches during the support term.
• Documentation of all updates and maintenance activities.
5. Warranty and Standards
Trihedral, Inc. shall warrant that all Services are performed in accordance with industry best practices
and the applicable warranty terms described in Exhibit D.
Sole Source Agreement 26-032SS-Trihedral.Inc. I
EXHIBIT B
FEE SCHEDULE
Trihedral Inc.•7380 Wes Sane aka aced.Suhe 100.Orlando =bride 32819•LISA
Phone.1407)888 8203•rax 1902)835 0369
Irtp_':wurw.-rihecral coir
Trihedrai Quotat1on
Quote Nuriber Q36446
A Delta Group Company Terms Net 30 Days
Date 11-18-2025
Sales Person Bryan Sinkler
Bill To Ship To Valid Until 06-30-2026
Joshua McDermott Terry Rowe Tax Into. Tax IDA 26-0449423
City of Boynton Beach-FL City of Boynton Beach-FL Pease al ow p•o two b:-sines days toprccess yov order,
100 E Bayrdon Beach Boulevard 100 E.Boynton Beach Boulevard arc it aopcaoe.ecJy.e he'mad a sae I or your PO.
P.O.Boa 310 P.O.Box 310 Coot'a PO's•o sales@lite-rxlra.com.
Boynton Beach FL 33435-0310 Boynton Beach,FL 33435-0310
USA USA
SN 20334(East Plant),7730(West Plant) - Boynton Beach, FL (2025 to 2026)
IGty. 'Product Unit Prim Ell.Prig)
SII.2,1925
2 V TScaca SOK-Cewelopmen^
2 1 `rScaea SOK-Thin, 3er9-Lin i'r
3 2 )1-Scene 50K-Naim Pblte:el r
4 -1 B.,rtd a Ciscourt
Current SupoonRus Ex' Dale:November 30,2025
Proposed SupoonPius tptOiry Date November 30,2026
BuyerVa,;ie for Renewals$74,995.00
Subtotal: $11.249.25
Total: $11.249.25
S N 54624 -Boynton Beach, FL.(District Energy Systems)(2025-2026)
'f 'arty. 'Product Unit Price' Est.PAie'
1
v-Scan SOK-0evilorrnen'Run law-Rei ewe.15% S 2354.25 5 2,:)54 25
Current SuwortPlus Expiry Dale:November 30,2025
Proposed SupponPlus Expiry Date November 30,2026
License Value lor Renewals$13,695 00
Croup-Iola s
Subtotal: $2,054.25
Total: $2.054.25
Optional 24.7 Emergency Support(2025-2026)
4Oty. Product unit Price
-
LT:Deo-' .4 t' r 54,434.50
With the addiron of 2417 Emergency Support to your existing SupporIPus Service,nee is always
avaiabe.This service is intended Ion ereergency issues direcll'associatd with VTScada sotnvare.
does not rover aop4 alto-soecific issues,over the crone training or advanced system design.'I
cannot replace training in, services a+engineers,cons.,'tanu or integrators
Emergency Supp"'ca'maybe awed to a-ratio Suppor.Plus contract and cats i oe purchase::as a
slarca!one service.The cast DI;he serviw is 5%at the calc uatec software value w4•r a minimum.I
$1,540.00 per year.
2417 suppon is linutee to^ase licenses on which suopon has been purchased Lice-ses mrnprisec
d distributed sub-systems affect system mos in a variety of waysand as such reouire suppon to be
txachased mal connected components
1 3
Sole Source Agreement 26-032SS-Trihedral-Inc. I
Triredral.Inc.•7380 West Sand Lake Road.Sime 100•Orlando.Floods 32819•USA
Prate:;407)888.8203•Far 902)835-0369
rttp:'mhvw tnred°al.com
Group Totals
Subtotal: $4,434.50
Total: $4,434.50
SN 20334,7730,54624-Boynton Beach(2026 -2027)
X I Ory. I Product -- I Unit Price! Ext.Pri*
1 1 • 'it 5111 X411 Srs'r'rrmium • 'f;3:. ":131 011,2442_ 011.249 2
2 1 VTScada 50K-Development Runtime Renewal ID l5',:S Y 548241 $2.054.25 $2.05425
3 1 24,7-Dnerpency Sippor' S 4.434.;(1 S 4,434 50
N Current SupponPlus Expiry Date:November 30.2028
Then P Expiry Date.November 30,2027
Combined License Value'or Renewals.$88.890.00
Group Totals
Subtotal: $17,738.00
Total: $17,738.00
SN 20334.7730, 54624-Boynton Beach(2027-2028)
!r - [an. _Product N titMeek lavEwle�I
I 1 -•-VTScda50.4DueiServer°remiuc- a_�rewal;t�15°,b(SN 20334.773at $11,249.25 511.24925
2 1 VT9cade SOK-Developreent Purrine-'rnewal X15%(S'N 54e241 $2.05425 S 2.054.25
3 1 24'=mergency Support $4.434.50 5 4,434 50
N Current S.8 por,Pfus Eviry Date:Nov;mher 30.2027
Then Propceed Sumo-Plus Expiry Date November 30,2028
Combined License Value for Renewals•$88.690.00
Supper.Itts end 24 7=mor3eney Support above does no,include new Ncenses or Mature and tag
1p,7ades
Group Totals
Subtotal: $1 7,738.00
Total: $17,738.00
Quotation Totals
Currency: US Dollar
Subtotal: $53,214.00
Total: $53,214.00
Notes
""This quote a valid for three years with a fixed SupporlPlus once paid annually each November 30th of the respectNe year assuming NO
changes are made to the existing licenses,and NO new licences are ppeLr�ctaised byte dry Tnhedral will agree to two one-year;2026 to 2027 and
2027 to 2028)captions to renew,OTR)if paid annually on November 30th of the respective year""
2 • 3
Sole Source.1greement 26-032SS Trihedral.Inc. 11
Trihedral.Inc.•7380 Weal Sand Lake Road.Suite 100.Orlando.Ronda 32819•USA
Rhone':107)888-8203•Fax'`9021835-0369
rttp:,,www mhedai.cam
Terme end Conditions:
Unless otherw.se agreed to In wiling by Tnhedral.the licensing of V`Scada software is governed exkislvdy in accordance wit uta VTScada
Software License Agreement dated July 2,2025.available at
httpsw mww vtscada cos downirxmdsietlaVTScada Software License Agreement R3 July 2 2C25 pdf
VTScada support and upgrade pricing are in accordance with the prevrotsly accepted',cense agreement terms and any diffenn9 purchase order
terms proposed will not be accepted vnthout written agreement by Trihedral
A SupportPlus renewal quote contains legacy pricing that is contingent Loon the receipt of a purchase order before the quote expiry date(as agreed
to under the VTScada license terms of the attained license) Purchase orders received with an alteration of previously accepted terms or after the
quote expiry date vsll reglate a,e-plate of the renewal price at current pricing
Quotation Accepted By
Quote Number 036446
Print Name
Title
Signature
Date
3 , 3
Sok Source Agreement 26-032SS-Trihedral.Inc. 15
EXHIBIT C
INSURANCE REQUIREMENTS
The City of Boynton Beach
O�
DIVISION OF RISK MANAGEMENT
100 E.Ocean Avenue
Ci \( Boynton Beach, Fonda 33435
(P): 561-742-6271 1 (F): 561-742-6274
�. �. www.bovnton-beach.orq
ti 'O N e
VENDOR INSURANCE REQUIREMENTS — PROCUREMENT
1. INSURANCE REOUIREMENTS:
The successful bidder/contractor/firm or individual entering a resulting contract with the City shall
provide, pay for and maintain in full force and affect at all times during the services to be performed
the applicable insurance as set forth below. (Proof that insurance meets the City's requirements must
be provided prior to providing services to the City of Boynton Beach.)
Commercial General Liability
Coverage must be afforded under a Commercial General Liability policy with limits not less than:
• $1,000,000 each occurrence
• $3,000,000 annual aggregate for Bodily Injury,Personal Injury,and Advertising Injury
• $1,000,000 per occurrence for Property Damage
• $1,000,00()each occurrence and$2,000,000 project aggregate for Products and Completed
Operations
Policy must include coverage for Contractual liability,Independent Contractors.
Business Automobile Liability
Coverage must be afforded for all Owned,hired,Scheduled,and Non-Owned vehicles for Bodily Injury
and Property Damage in an amount not less than $1,000,000 combined single limit each accident. If the
Contractor does not min vehicles, the Contractor shall maintain coverage for Hired and Non-Owned Auto
Liability,which may he satisfied by way of endorsement to the Commercial General Liability policy or
separate Business Auto liability policy.
Professional Liability/Malnractice
Coverage must be afforded under a Professional/Allied Ilealth/Malpractice Liability policy with limits
not less than:
• $2,000,000 each occurrence
• $3,000,000 annual aggregate
Workers' Compensation and Emnloyer's Liability
('overage must be afforded per Chapter 440, Florida Statutes. Any contractor performing work on
behalf of the City must provide Workers' Compensation insurance of at least the statutory
requirements in addition to Employer's Liability in the amount not less than $1,000,000 per accident.
Exceptions and exemptions will be allowed by the City's Risk Management Department,if they are in
accordance with Florida Statute.
The Contractor and its insurance carrier waive all subrogation rights against the City, a political
subdivision of the State of Florida,its officials,employees,and volunteers for all losses or damages.The
City requires the policy to be endorsed with WC00 03 13 Waiver of our Right to Recover from others
or equivalent.
Sole Source.Agreement 26-032SS Tribedral.Inc. 16
Contractor must be in compliance with all applicable State and federal workers' compensation laws,
including the 11.S.Longshore and Harbor Workers' Compensation Act or Jones Act,if applicable.
For any Contractor who has exempt status as an individual, the City requires proof of Workers'
Compensation insurance coverage for that Contractor's employees, leased employees, volunteers, and
any workers performing work in execution of this Contract.
lithe Contractor has applied for a workers'compensation exemption,the City does not recognize this
exemption to extend to the employees of the Contractor.The Contractor is required to provide proof
of coverage for their employees, leased employees,volunteers and any workers performing work in
execution of this Contract.This applies to all contractors including but not limited to the construction
industry.
Contractors Pollution Liability Coverage
For sudden and gradual occurrences and in an amount not less than$1,000,000 per claim arising out
of this Contract,including but not limited to,all hazardous materials identified under the Contract.
Contractor must keep insurance in force until the third anniversary of expiration of this Contract or
the third anniversary of acceptance of work by the CITY.
Insurance Certificate Requirements
a. The Contractor shall provide the City with valid Certificates of Insurance (binders are unacceptable)
no later than thirty(30)days prior to the start of work contemplated in this Contract.
b. The Contractor shall provide a Certificate of Insurance to the City with a thirty (30)day notice
of cancellation; ten(10)days' notice if cancellation is for nonpayment of premium.
c. In the event that the insurer is unable to accommodate the cancellation notice requirement,it
shall be the responsibility of the Contractor to provide the proper notice.Such notification will
be in writing by registered mail, return receipt requested,and addressed to the certificate
holder.
d. In the event the Contract term goes beyond the expiration date of the insurance policy,the
Contractor shall provide the City with an updated Certificate of Insurance no later than ten(10)
days prior to the expiration of the insurance currently in effect.The City reserves the right to
suspend the Contract until this requirement is met.
e. The certificate shall indicate if coverage is provided under a claims-made or occurrence form. If
any coverage is provided on a claims-made form,the certificate will show a retroactive date,
which should be the same date of the initial contract or prior.
f. The City shall be named as an Additional Insured on all liability policies,with the exception of
Workers' Compensation.
g. The City shall be granted a Waiver of Subrogation on the Contractor's Workers' Compensation
insurance policy.
h. The Contract, Bid/Contract number,event dates. or other identifying reference must be listed on
the certificate.
The Certificate holder should read as follows:
City of Boynton Beach
Attn: Risk Management
100 E.Ocean Ave.
Boynton Beach,FL 33435
The Contractor has the sole responsibility for all insurance premiums and shall be fully and
solely responsible for any costs or expenses as a result of a coverage deductible,co-insurance
penalty,or self-insured retention; including any loss not covered because of the operation of
such deductible,co-insurance penalty,self-insured retention,or coverage exclusion or limitation.Any
costs for adding the City as an Additional Insured shall be at the Contractor's
expense.
If the Contractor's primary insurance policy/policies do not meet the minimum requirements,as set
forth in this Contract, the Contractor may provide an Umbrella/Excess insurance policy to comply with
Sole Some Agreement 26-032SS-Trihedral.Inc. 17
this requirement.
The Contractor's insurance coverage shall be primary insurance as respects to the City, a political
subdivision of the State of Florida, its officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City,its officials,employees,or volunteers shall he excess of Contractor's
insurance and shall he non-contributory.
Any exclusions or provisions in the insurance maintained by the Contractor that excludes coverage for
work contemplated in this Contract shall be deemed unacceptable and shall he considered breach of
contract.
All required insurance policies must he maintained until the contract work has been accepted by the
City,and/or this Contract is terminated. Any lapse in coverage shall be considered breach of contract.
In addition, Contractor must provide confirmation of coverage renewal via an updated certificate
should any policies expire prior to the expiration of this('ontract.The City reserves the right to review,
at any time,coverage forms and limits of Contractor's insurance policies.
All notices of any claim/accident (occurrences)associated with this ('ontract,shall be provided to the
Contractor's insurance company and the City's Risk Management office as soon as practical.
It is the Contractor's responsibility to ensure that all independent and subcontractors comply with
these insurance requirements.All coverages for independent and subcontractors shall be subject to all
of the requirements stated herein. Any and all deficiencies are the responsibility of the Contractor.
NOTE: These are minimal insurance requirements.Additional insurance,(e.g.,Cyber liability)may
be required based upon the type of event,event location,and/or number of participants.
Revised 06/17/2025
EXHIBIT D
VTSCADA SOFTWARE LICENSE AGREEMENT
This License Agreement ("License Agreement") governs any Software and/or Services in the
Order Confirmation that the individual or entity identified as the customer in the Order Confirmation
("Customer") purchase directly from Trihedral or through its authorized resellers ("Reseller"). This
License Agreement, the Order Confirmation, and any other incorporated terms comprise the complete
understanding between the parties on the subject matter ("Agreement"). By using or accessing the
Software or Services, Customer agrees to this License Agreement. In the event of any conflict or
inconsistency between the terms and conditions of this Exhibit D and the terms and conditions of the
Agreement,the terms and conditions of the Agreement shall control and govern.
Sok:Source.\ereument 26-4):z 2SS 1 rihedr,I.inc I S
"Affiliate" means an entity that controls, is controlled by, or is under common control with, a
party. Control means direct or indirect ownership of(i) more than 50% of an entity's voting interest; or
(ii) the right to receive more than fifty percent (50%) of an entity's profits.
"Customer Data" means data, information, and content that is entered into the Software by the
Customer and the output generated by the Customer from the data it entered into the Software (e.g.,
statistical calculations, sorting,collection, averaging, and other mathematical computations).
"Documentation" means the then-current documentation regarding the Software that is
generally provided or made available by Trihedral either in print or electronic forms, and which may
include end-user manuals, operation instructions, installation guides, release notes, and on-line help
files regarding the use of the Software.
"Indemnified Liabilities" means any(i) settlement amounts approved by the indemnifying party
and (ii) damages and costs in a final judgment awarded against the indemnified party and its Affiliates
by a court of competent jurisdiction.
"Instance" means a single copy of the Software running on a single physical or virtual machine.
"Modifications" means modifications, revisions, enhancements, scripting, fixes, error
corrections, workarounds, and improvements made by any person, whether or not issued in a formal
update, upgrade, or release.
"License Key" means an alphanumeric code that enables the Customer to activate and use the
Software.
"Licensed Instance" means an Instance of the Software that has been activated using a License
Key provided by Trihedral. If the License Key is subsequently used to activate a different Instance of the
Software,then the first Instance of the Software will automatically cease to be a Licensed Instance.
"Order Confirmation" means the ordering document issued or signed by Trihedral or its
authorized reseller, which for Paid Licenses will be identified as an order confirmation form and for a
Free License or Demo License is the online check out screen where these terms are agreed to.
"Services" means Support and other Services provided by Trihedral.
"Software" means the VTScada software in machine executable object code and any training
materials and documentation provided by Trihedral, including any Modifications to any of them.
"Trihedral" means the Trihedral entity listed on the Order Confirmation, and if the Order
Confirmation is silent, the term means (i) Trihedral USA, if the Customer is located in the United States
(ii) Trihedral UK if the customer is located within the United Kingdom and (iii) Trihedral CAN if the
Customer is located elsewhere
"Trihedral CAN" means Trihedral Engineering Ltd., an entity organized under the laws of Nova
Scotia, Canada.
"Trihedral USA" means Trihedral, Inc., a Florida Corporation.
"Trihedral UK" means Trihedral UK Limited, an entity organized under the laws of the United
Kingdom.
"Third-Party Legal Proceeding" means any claim, demand, action, or legal proceeding made or
instituted by someone other than Trihedral, Customer, or any of their Affiliates.
Sole Souroe.1erc;cment 26-032SS Trihedral.Inc. I')
1. License.
1.1 Ordering. If Customer purchases directly from Trihedral, then Customer will pay Trihedral the fees
for the Services and/or any Paid License in accordance with the payment terms stated in the Order
Confirmation. If Customer purchases Services and/or any Paid License through a Reseller, then the
description of the Services and/or Paid License will be set forth in the ordering document Customer
enters with the Reseller (the "Order Confirmation," which for the purposes of this Agreement is also an
"Order Confirmation") and payment will be made to Reseller in accordance with the terms of the Order
Confirmation. The Reseller is responsible for the accuracy of the Order Confirmation, Resellers are not
authorized to make any promises or commitments on Trihedral's behalf, and Trihedral is not bound by
any obligations to Customer other than as specified in this License Agreement. Except as otherwise
stated in the Agreement, Customer's purchases are except as may be stated in the Order Confirmation
non-cancelable and payment for Services is non-refundable. Customer will pay all applicable sales tax,
VAT, GST, use tax, or similar transaction taxes imposed on Customer's purchase of Services and/or use
of the Software, unless Customer provides Trihedral with a valid tax exemption certificate.Customer will
have no liability for taxes that are imposed on Trihedral or Reseller, as applicable, that are measured by
Trihedral's or Reseller's net or gross income.
1.2 Paid License.Subject to the terms and conditions of the Agreement, upon payment of the applicable
license fees stated in the Order Confirmation, Trihedral grants Customer a non-exclusive, non-
sublicensable, non-transferable license to use the Software described in the Order Confirmation ("Paid
License")for the terms stated in the Order Confirmation for the sole purpose of monitoring, controlling
and analyzing Customer's industrial processes and equipment. The Software may be installed on the
maximum number of Licensed Instances listed in the Order Confirmation, which is one if no number is
listed and is subject to any other restrictions stated in the Order Confirmation, such as the maximum
number of tags (i.e. a value, timestamp or quality characteristic). Customer may permit third-party
providers to host the Software solely for Customer's personnel use.
1.3 Free License. Trihedral makes a version of the VTScada software with limited functionality ("Trial
Version," also the "Software") that will monitor, control and analyze Customer's industrial processes
and equipment for no more than 5010 tags from an external device or source. For those Customers that
download the Trial Version, Trihedral grants Customer a free, perpetual, non-exclusive, non-
sublicensable, non-transferable, limited license ("Free License") to use version of the Trial Version
subject to the terms and restrictions of the Agreement. Customer may host the Trial Version on only one
server and may only have one instance of the Trial Software and only one Free License. Customers who
purchase a Paid License may not also obtain a Free License to the Software. The Trial Version of the
Software may only be used in the Country stated in the Order Confirmation and for the purposes stated
in that Order Confirmation. The Trial Version may not be used in connection with any High Risk Activity.
"High Risk Activities" means uses in connection with the operation of nuclear facilities; the manufacture
of arms, armament,weapons or ammunition; air traffic control; life support systems;military or defense
applications; or where the use or failure of the Services could lead to death, personal injury, property
damage or environmental damage.
1.4 Demo License. Trihedral makes a version of the VTScada software with License Key functionality
("Demo Version," also the "Software") that will monitor, control and analyze Customer's industrial
processes and equipment for a License Key evaluation period. For those Customers that obtain the Demo
Sole Source.\ercancnt 26-0?2SS Irihcdral.Inc 20
Version under an Order Confirmation, Trihedral grants Customer a free, non-exclusive, non-
sublicensable, non-transferable, limited license ("Demo License") to use a version of the Software
subject to the limitations of the License Key and the terms and restrictions of this Agreement. Customer
may host the Demo Version on only one server and may only have one instance of the Demo Software
per license.The Demo Version of the Software may only be used in the Country entered in the download
request. The Demo Version may not be used in connection with any High-Risk Activity.
1.5 Restrictions. The Software may only be accessed and used by Customer's personnel ("Users"), and
Customer is responsible for Users' compliance with the Agreement. Customer, on behalf of itself and its
Users, agrees not to: (1) use the Software other than as authorized in the Agreement; (2) modify,
decompile,decode,or reverse engineer the Software,(3)create derivative works based on the Software;
(4) use the Software or any other Trihedral Confidential Information to develop, commercialize, license
or sell any product, service or technology that could, directly or indirectly, compete with the Software,
(5) use the Software for competitive analysis or benchmarking purposes, (6) use the Software to provide
services to any third party,(7)deactivate, impair,or circumvent any security or authentication measures
of the Software, or(8)transfer,sublicense,distribute, sell, lease or use for timesharing or service bureau
purposes the Software.Customer will not export or install the Software on a server outside of the United
States, Canada or the country identified as Customer's shipping address on the Order Confirmation
without obtaining Trihedral's prior written consent.
1.6 Support and other Services. Unless otherwise provided in an Order Confirmation, Support for a
Paid License is free for the first ninety (90) days after it is initially licensed and is offered on renewal at
the rates set forth in Order Confirmation. Support and any other Service are described in the Order
Confirmation.
1.7 Third-Party Solutions. Customer may decide to interact with, access or use compatible third-party
services, content or solutions ("Third Party Solution") in connection with the Software. Trihedral does
not provide any aspect of the Third-Party Solution and is not responsible for any compatibility issues,
errors, or bugs in the Software or Third-Party Solution caused in whole or in part by the Third-Party
Solution. Customer is solely responsible for maintaining the Third-Party Solution and obtaining any
associated licenses and consents necessary for Customer's use of the Third-Party Solution in connection
with the Software.
1.8 Personal Data. The Software has been architected so Trihedral will not process any Personal Data
of Customer. "Personal Data" means data relating to an identified or identifiable natural person.
2. Confidential Information.
2.1 Definition. The term "Confidential Information" means any information disclosed under the
Agreement that (a) if tangible, is clearly marked as "Confidential" or with a similar designation; (b) if
intangible, is identified as "Confidential" by discloser at the time of disclosure and confirmed in writing
to recipient as being Confidential Information; or(c)from the relevant circumstances should reasonably
be known by recipient to be confidential (e.g. pricing, product plans,etc.).Confidential Information does
not include any portion of the information that recipient can prove: (a)was rightfully known to recipient
before receipt from discloser; (b) becomes generally known to the public through no fault of recipient;
(c) was received by recipient from a third party without any confidentiality obligation; or (d) was
independently developed by recipient without breach of this Section 2.
Sole Sourer \12reement 26-1t1.2SS Inhedrd.Ine 2I
2.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the
purposes of furthering the business relationship between the parties; (b) protect Confidential
Information using the same degree of care it uses to protect its own confidential information of a like
nature, but in no event less than a reasonable degree of care; or(c)not disclose Confidential Information
to any third party except (i) as required by law and/or (ii) to employees, consultants, and agents who
have a need to know it in order to carry out their obligations under the Agreement and are under written
confidentiality and non-use obligations at least as restrictive as those stated in the Agreement.
3. Intellectual Property Rights. As between Trihedral and Customer, Customer owns all worldwide
right, title and interest in and to Customer Data, including all worldwide Intellectual Property Rights
("Customer IP"). Trihedral and its licensors own all worldwide right, title and interest in and to the
Software,including all worldwide Intellectual Property Rights("Vendor IP").Except as expressly set forth
in the Agreement, no rights to any Vendor IP or Customer IP is granted to the other party. Customer is
not obligated to provide Trihedral with any suggestions,enhancement requests,or other feedback about
the Software or related technology ("Feedback"). However, if Customer's personnel provide any
Feedback to Trihedral, Trihedral may use and modify it without any restriction or payment. When the
Software is installed on a server that is accessible by the Internet, Customer agrees that Trihedral may
obtain data from the Software other than any data that relates to an identifiable individual (PII) for the
purpose of supporting and improving the Software and related solutions. "Intellectual Property
Right(s)" means patent rights (including, without limitation, patent applications and disclosures),
trademarks, copyrights, moral rights, know-how, and any other intellectual property rights recognized
in the United States, Canada,or the European Union.
4. Term and Termination.
4.1 Term. The Agreement is effective on the earlier of the date the first Order Confirmation is entered
into by Customer and Trihedral or when the Software is first accessed ("Effective Date") and remains in
effect until all Order Confirmations are terminated or expire.
4.2 Termination and Suspension. Either party may terminate the Agreement or an Order Confirmation
if the other party materially breaches the Agreement and fails to cure the breach within 30 days after
receiving notice that specifically identifies the breach.
4.3 Effect of Termination. Except if Customer terminates for Trihedral's uncured material breach under
Section 4.2, termination of the Agreement or an Order Confirmation will not relieve Customer from
Customer's obligation to pay Trihedral any fees stated in an Order Confirmation. After termination or
expiration of the Agreement, (a) Customer will stop using the Software and will promptly certify in
writing that all copies of the Software have been destroyed, (b) any license granted to the Software will
immediately end, and (c) Trihedral will have no further obligation to perform any Services. Termination
of an Order Confirmation does not terminate the Agreement unless no other Order Confirmations are in
effect.Termination of the Agreement will result in the immediate termination of all Order Confirmations.
Sections 2, 3, and 6-9 of the Agreement will survive termination.
5. Warranty and Warranty Disclaimer. For Paid Licenses, Trihedral warrants that for a period of 90
days (the "Warranty Period") that all of the critical functionality of the Software will perform when
operated according to the Documentation,and Trihedral will(at its own cost) rectify any material defects
in the Software that Customer notifies it of during the Warranty Period. This constitutes Trihedral's sole
remedy for breaches of warranty under the Agreement. Except for that warranty provided to for a Paid
License, the Paid License and the Demo and Free License is provided "as is." To the fullest extent
Sol:Sour:1¢rwmrnt 26-11:2SS Trihedral.Inc __
permitted by applicable law,except as expressly provided in the Agreement,Trihedral makes no other
warranty of any kind regarding the Software or any Service, whether express, implied, statutory or
otherwise, including without limitation warranties of merchantability, fitness for a particular use and
non-infringement (since Trihedral indemnifies for IP infringement). Trihedral does not warrant and
makes no representations(i)that the operation of the Software will be error-free or uninterrupted or
(ii) concerning the results obtained from or the conclusions drawn from the use of Software.
6. Indemnification. The indemnity provisions in this Section only apply to Paid Licenses.
6.1 Trihedral's Indemnification Obligations. Trihedral will defend Customer and Customer's respective
directors, officers and employees ("Customer's Indemnified Parties") against Indemnified Liabilities in
any Third-Party Legal Proceeding to the extent arising from an allegation that(a) the Software infringes,
misappropriates or otherwise violates any third party's Intellectual Property Right, (b) Trihedral's willful
misconduct or fraud, or (c) Trihedral violated any applicable law.
6.2 Customer's Indemnification Obligations. To the extent permitted by Florida law, and subject to the
limitations of sovereign immunity, Customer will defend Trihedral, its Affiliates, and their respective
directors,officers and employees from and against all third party tort claims to the extent resulting from
or alleged to have resulted from the negligent acts or omissions of Customer's own employees acting
within the scope of their employment. The City's obligation under this Section shall not include any duty
to advance defense costs, and any defense obligation shall be subject to the same statutory caps and
limitations.
6.3 Indemnification Exclusions. Sections 6.1 (Trihedral's Indemnification Obligations) and Section 6.2
(Customer's Indemnification Obligations) will not apply to the extent the underlying allegation arises
from:
a. the indemnified party's breach of the Agreement; or
b. modifications to the Software by anyone other than Trihedral or its agents; or
c. combination of the Software with materials not provided by Trihedral;
d. failure to use the most current, supported version of Trihedral's Software provided under the
Agreement or
e. compliance with the indemnified party's instructions, design or request for customized features.
6.4 Indemnification Conditions. Sections 6.1 (Trihedral's Indemnification Obligations) and 6.2
(Customer's Indemnification Obligations) are conditioned on the following:
a. The indemnified party will promptly notify the indemnifying party in writing of any
allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the
indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this
Section 6.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's
obligations under Section 6.1 or 6.2 (as applicable) will be reduced in proportion to the prejudice.
b.The indemnified party will tender sole control of the indemnified portion of the Third-Party
Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may
appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the
indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will
require the indemnified party's prior written consent, not to be unreasonably withheld,conditioned,
or delayed.
Sok Sourc.: \erccmcnt_'h-it?'SS Irihcdrd.Inc -.
7. Limitation of Liability. In this Section, "liability" means any liability, whether under contract, tort,
or otherwise, including for negligence.
7.1 General Limitations on Liability. Subject to section 7.2 (Exceptions to Limitations):
(a) neither party will have any liability arising out of or relating to the Agreement for: (1)
indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated
by the parties at the Effective Date); (2) exemplary or punitive damages; or (3) the other party's
lost revenues, profits, or data; and
(b) For a Paid License, each party's aggregate liability arising out of or relating to the
Agreement will not exceed the amount paid or payable to Trihedral under the applicable Order
Confirmation for the Twelve(12) months preceding the subject claim. For a Free and Demo License,
Trihedral's aggregate liability arising out of or relating to the Agreement will not exceed Fifty
Dollars(US$50) except for liability that cannot be so limited under applicable law.
7.2 Exceptions to Limitations. For a Paid License, nothing in the Agreement excludes or limits either
party's liability for: (a) breach of confidentiality obligations under Section 2, (b) the indemnification
obligations under Section 6, (c) infringement of the other party's intellectual property rights; (d) death
or personal injury resulting from its negligence or the negligence of its employees or agents; or (e)
matters for which liability cannot be excluded or limited under applicable law.
8. Dispute Resolution.
If the Customer is domiciled in the U.S.: The Agreement and all matters arising out of or relating
to the Agreement is governed by Florida law,without regard to conflict of law,and each party irrevocably
consents to exclusive jurisdiction over all claims and disputes between the parties, as follows: (a) if
Trihedral is the plaintiff, the state and federal courts located in the state and county of Customer's
address identified in the Order Confirmation,or(b) if Customer are the plaintiff,the Court of Palm Beach
County, Florida , and federal court in the Northern District of California. The United Nations Convention
on Contracts for the International Sale of Goods (CISG) does not apply.
If the Customer is domiciled outside of the U.S.: Any unresolved dispute arising out of or in
connection with the Agreement shall be finally resolved by arbitration with one arbitrator conducted in
English under the Rules of Arbitration of the International Chamber of Commerce that are made a part
of the Agreement. Either party can obtain temporary restraining orders, preliminary injunctions, and
other similar relief in a court of competent jurisdiction when necessary to preserve status quo or prevent
injury pending resolution of the dispute on its merits by arbitration. The United Nations Convention on
Contracts for the International Sale of Goods (CISG) does not apply. The Agreement and all matters
arising out of or relating to the Agreement shall be governed by the laws of(without regard to conflict
of law) and the location of the arbitration will be,as follows:
Customer domiciled in Laws of Singapore Arbitration will be held in
Asia Singapore
Customer domiciled in Laws of Ontario Arbitration will be held in
Canada Toronto
Sok Source Agreement 26{I72SS Irihedrul.Inc 2 4
Customer domiciled in Laws of New York Arbitration will be held in New
Mexico, Central America or York City
South America
Customer domiciled Laws of England Arbitration will be held in
elsewhere (other than the U.S.) London
9. Audit. Upon written request from Trihedral and subject to reasonable notification, Customer will
provide Trihedral or its auditors with access to any books, records, computers, or information that
relates to Customer's use of the Software in compliance with the terms of the Agreement.The audit will
not unreasonably interfere with Customer's business activities.
10. Export Control. The Software is subject to U.S. and/or Canadian export control laws, including the
U.S. Export Administration Act and its associated regulations, and may be subject to export or import
regulations in other countries. Customer agrees to comply strictly with all such regulations and
acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the
Software.Where the Trihedral USA is the contracting party or the Customer is based in the United States,
the Software may not be downloaded, or otherwise exported or re-exported (i) into or to a national or
resident of any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury
Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial
Orders. By installing or using the Software, Customer is warranting that it is not located in or under the
control of, or a national or resident of any such country or on any such list.
11. License Rights Applicable to the U.S. Government. The Software is a commercial product that is
developed exclusively at private expense. If the Software is acquired directly or indirectly for use by the
U.S. Government, then the parties agree that the Software is considered 'Commercial Items' and
'Commercial Computer Software'or'Computer Software Documentation',as defined in 48 C.F.R. §2.101
and 48 C.F.R. §252.227-7014(a)(1) and (a)(5), as applicable. Software and Documentation may only be
used under the terms and conditions of this Agreement as required by 48 C.F.R. §12.212 and 48 C.F.R.
§227.7202.The U.S. Government will only have the rights set forth in this Agreement, which supersedes
any conflicting terms or conditions in any government order document, except for provisions which are
contrary to applicable mandatory federal laws. Trihedral will not be required to obtain a security
clearance or otherwise be involved in accessing U.S. Government classified information.
12. Miscellaneous. Neither party will assign the Agreement in whole or in part without the other party's
prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except
no consent is necessary for assignment to a successor that is made in connection with a merger or sale
of all or substantially all of a party's assets or equity. Any attempted assignment in violation of this
restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective
successors and permitted assigns. If a conflict exists between any of the terms the Agreement and the
Order Confirmation, then the Order Confirmation will govern only if it is signed by both parties. Neither
party relies on any undertaking, promise, assurance, statement, representation, warranty or
understanding of any person relating to the subject matter of the Agreement, other than as stated in
the Agreement. Notices will be provided in writing and delivered by commercial overnight or next day
courier to the address of the other party stated on the Order Confirmation. The Agreement does not
create a partnership, agency relationship, or joint venture between the parties. Neither party has the
power or authority to bind the other or to create any obligation or responsibility on behalf of the other.
Sole Source Agreement 26-032SS I nhedrul.Inc.
Under no circumstances will any employee of one party be deemed to be the employee of the other. If
any provision of the Agreement is unenforceable,that provision will be modified to render it enforceable
to the extent possible to give effect to the parties' intentions and the remaining provisions will not be
affected. The parties may amend the Agreement only in a written amendment signed by both parties.
The Agreement does not confer any benefits on any third party unless it expressly states that it does.
The Agreement can be executed electronically and in counterparts, each of which is deemed to
be an original and together comprise a single document. Each party represents and warrants that the
individual binding a party under the Agreement is authorized to do so.
Sok Source Agreement 26-0?2SS Irihedral.Inc 26
lb
Brokerlink CERTIFICATE OF INSURANCE
Insurance
This oertificata is issued as a nater of rrtxmaOon any and confers no rights upon the certificate holder.This certificate does not amend,extend or alter the coverage afforded by the policies below.
INSURED'S FULL NAME AND MAILING ADDRESS I CERTIFICATE HOLDER
Trihedral Engineering Limited The City of Boynton Beach
1160 Bedford Highway,Ste 400 100E Ocean Avenue
Bedford NS B4A 1C1 Boynton Beach Florida 33435
ISSUING COMPANIES AFFORDING COVERAGE
Totten Group Insurance C
Trisura D
Description of Operations and Location/Project/Event to which this Certificate applies:
Insured Operations I Hardware(Installation/Maintenance), Hardware(Manufacturer),Services(Data Processing/TPA),Services(IT Consultant),
Services(Systems Integrator),Services(Training),Software(Custom/Bespoke Developer
Location/Project/Event I ------
COVERAGES
This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period that is ixicated.Notwithstanding arty rets,terms or caritons of any Conrad mother
document with rasped to which this certificate may be issued or may pertain,the insurance afforded by the policies desaibed herein is subject to al the terns,exclusions and ain itions of such potties.
LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
LtrI co I TYPE OF INSURANCE I POLICY# I EFFECTIVE DATE
TE I EXPIRY MM/DDE I TS
(Canadian dollars unLlless indicated otherwise)
0 GENERAL LIABILITY Bodily Injury&Property Damage Liability $5,000,000
Pollution Liability
Comercial General Liability $5,000,000
Commercial
X Occurrence Form ESO1640529020 2025/10/15 2026/10/15 Products and Completed Operations $5,000,000
_ Cross Liability/Severability of Interest Liability
— Tenants Legal liability $500,000
Broad Form Property Damage
X Waiver of Subrogation Personal and Advertising Injury $5,000,000
Employers Liability $1,000,000
Medical Expenses $10,000
Standard Non-Owned Auto $5,000,000
Network Security&Privacy Liability $2,000,000
UMBRELLA/EXCESS
7X
Exrp v Excess Errors&Omission HPL 1002915 2025/10/15 2026/10/15 $3 mm Excess Liability over$2 mm
E&O Primary
IIII OTHER I $
X Errors and Omissions Liability- ES01640529020 2025/10/15 2026/10/15 Each Claim $ 2,000,000
Claims Made
X Contractual Liability Aggregate $
2,000,000
•
7X OTHER $
NETWORK SECURITY& ES01640529020
PRIVACY LIABILITY 2025/10/15 2026/10/15 Each Claim $ 2,000,000
Aggregate $ 2,000,000
SPECIAL NOTES
Additional Insured: It is agreed that this policy is EXTENDED to cover the The City of Boynton Beach as an Additional Insured,but only with respect to
the operations of the named Insured.
Trihedral Inc is a subsidiary of Trihedral Engineering Limited
•
NOTICE OF CANCELLATION
Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will endeavor to mail 30 days written notice to the certificate
holder.but failure to mail such notice shall imoose no obliaation or liability of any kind uoon the company.its aaents or representatives.
I Broker I Date of Issuance I Signature of Authorized Representative
Brokerlink Inc Paula McGinley
38 Solutions Drive rcc7` �_,,,,_
Halifax NS B3S OH 1 April 16 2026 J
Phone: I (902)457-3030 pmcvinlevi brokerlink.ca