R24-080 RESOLUTION NO. R24-080
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AN AGREEMENT WITH PLOTBOX, INC.,
5 FOR CEMETERY MAPPING AND RECORD-KEEPING SOFTWARE FOR AN
6 AMOUNT NOT TO EXCEED $76,512, PROVIDING AN EFFECTIVE DATE,
7 AND FOR ALL OTHER PURPOSES.
8
9 WHEREAS, the City desires to enter into an agreement with Plotbox, Inc., for software
10 that will assist with managing cemetery plots. The software will map out the cemeteries with
11 an interactive map view, which will allow visitors to find their loved one more easily; it will keep
12 track of the owners of the plots and the people buried in them; and there will be a high-
13 resolution drone image of the cemeteries; and
14 WHEREAS, the City Commission of the City of Boynton Beach, upon the
15 recommendation of staff, deems it in the best interest of the citizens and residents of the City
16 of Boynton Beach to approve an Agreement with Plotbox, Inc., for cemetery mapping and
17 record keeping software, for an amount not to exceed $76,512, and authorizes the City
18 Manager to sign the Agreement.
19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
20 BOYNTON BEACH, FLORIDA, THAT:
21 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
22 being true and correct and are hereby made a specific part of this Resolution upon adoption
23 hereof.
24 SECTION 2. The City Commission of the City of Boynton Beach hereby approves the
25 Agreement with Plotbox, Inc. for cemetery mapping and record keeping software, in an
26 amount not to exceed $76,512 (the "Agreement"), in form and substance similar to that
27 attached as "Exhibit A."
28 SECTION 3. The City Commission of the City of Boynton Beach hereby authorizes
29 the City Manager to execute the Agreement.The City Manager is further authorized to execute
30 any ancillary documents required under the Agreement or necessary to accomplish the
31 purposes of the Agreement, including any term extensions as provided in the Agreement,
32 provided such documents do not modify the financial terms/material terms.
33 SECTION 4. The City Clerk shall retain one fully executed Agreement as a public
34 record and forward a copy to the vendor.
35 SECTION 5. This Resolution shall take effect as provided by law.
36
37
38
39
40 [signatures on following page]
41 PASSED AND ADOPTED this 16th day of April 2024.
42 CITY OF BOYNTON BEACH, FLORIDA
43 YES NO
44
45 Mayor-Ty Penserga c/
46
47 Vice-Mayor-Aimee Kelley
48
49 Commissioner-Angela Cruz
so
51 Commissioner-Woodrow L. Hay
52
53 Commissioner-Thomas TurkinS,wit
54
55 VOTE `� O
56 ATTEST:
57
58
59L.IOA$ S r da•
_
60 Mayle• i- esus, MPA, MMC Ty •'-='='7
61 City Cl-r Mayo
62
63 A•PROVED AS TO FORM:
64 (Corporate Seal)
65 11"ON J.%/7/‘
66 = O NT�N e�.'�% 4
67 0� (o�eoRarf 9�,ti�, Shawna G. Lamb
68 S�r� ? .t City Attorney
69 U 1NC°RpORP1E:
I
1920 ,:
•
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PLO TBOX
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, FL 33435
Date of SOW Creation (November 2023)
PlotBox Statement Of Work
Version 1.0
PlotBox Reference: SOW_001
SOW Template Reference:SOW_TEMPLATE_V2.2
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Contents
1 Statement of Work 3
1.1 Key Project Deliverables 3
1.2 Project Planning & Milestones 4
1.3 Payment Terms 6
1.4 Annual Fee 6
1.5 Key Project Roles & Responsibilities/ Personnel 7
1.6 Communication Plan 8
2 Scope Of Work 10
2.1 PlotBox Software Platform 10
2.2 Discovery and Design 11
2.3 Site Configuration 12
2.4 Data Migration 13
2.4.1 Transition Strategy: 14
2.5 Mapping 16
2.8 Financial Integration/ Interface 19
2.9 Test System Delivery 19
2.10 Data Testing 19
2.10.1 Test Plans 19
2.10.2 Test Duration 20
2.10.3 Data Resolution 20
2.10.4 Data Retesting 20
2.10.5 Data Sign-off 20
2.11 Go-Live- Data Refresh 21
2.11.1 Refreshed Extract of Data 21
2.11.2 Entering Data Delta 21
2.12 Additional Development/Integration 22
2.13 (FAT) Functional Acceptance Testing (only where additional functions developed for
Client) 23
2.14 Training and Support 23
2.14.1 Training 23
2.14.2 Go-Live Support 23
2.15 Project Management 23
2.16 EverAfter 25
2.17 Delivery Team Handover to Customer Success Team 26
3 Primary Assumptions & Risks 27
4 Prerequisite Checklist 28
5 Additional Information 30
5.1 Delay in Prerequisite Delivery 30
5.2 Data missed in pre-requisites 30
5.3 Project Restart Fees 30
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6 Statement of Work Sign off 31
7 SCHEDULE 1 - COMMERCIAL TERMS 32
8 APPENDIX 1 33
8.1 SUPPORT PROVISION 33
8.2 SERVICE OVERVIEW 33
8.3 OUT OF SCOPE 33
8.4 ERROR CORRECTION 34
8.5 TARGET RESPONSE TIME (WITHIN SERVICE HOURS) 34
8.6 ERROR CLASSIFICATION 34
8.7 INCIDENT RAISED CLOSURE CATEGORIES 35
8.8 EXTENSION 35
9 APPENDIX 2 36
9.1 FEE SCHEDULE 36
9.1.1 PROJECT FEES 36
9.1.2 SUBSCRIPTION FEES 36
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1 Statement of Work
This Statement of Work is made between PlotBox, inc. ("PlotBox") and City of Boynton Beach-
Florida ("Client").
This SOW accurately reflects our needs and expectations, and is subject to PlotBox's standard
terms and conditions attached hereto as Exhibit A (General Terms), and includes the
appendices hereto.
1.1 Key Project Deliverables
• PlotBox Essential Software Platform
• Site Configuration for 2 Facilities
• Data Migration for 2 Facilities
o Data Source-Access
o Migration of Data for: -
• Records
• Deeds
• Plots
• Mapping
o Drone Flight for 2 Facilities
o Hi-Resolution Aerial Map for 2 Facilities
o Overlay Paper Maps to Hi-Resolution Aerial Map
• Mausoleum Mapping
o Convert Mausoleum Wall Maps and add interactive shutter"pins"for 2632 niches
• Training
o 9 hrs online
o 8 users in total comprising of:
• Tier 1 x 5 (admin/super user/core day-to-day access-fully supported)
• Tier 2 x 3 (lite user- grounds, crem tech, receptionist- no support, 2
modules)
• Go Live Support via standard online support process using Jira Service Desk.
• Non Branded Discover Ever After
• Project Management
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1.2 Project Planning& Milestones
PlotBox Methods Overview:
PlotBox delivery methods framework comprises Bid Management, Project Management,
Delivery Management, Development, Customer Success and Customer Support. The diagram
below is a representation of our methods: -
BM:Bid PM:Project Management SUP-.Customer Support
Management
Pae
DM Delivery Management r
•
Ott
•
/ Data Mlgfatldll - - , Live •
I aysis OPon !]A DO R.sd �" R y Sy Trob4 I.
-.. _ srr Ofl Plan
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DEV Development _
Development
• • •
SIx::Customer Success Cyst- cc e;;
OM'OOualm Management 40,
Project
Opporttndy Ready for Ready for Ready for Health Ready for Ready for CC Handover to
Handover Project Initiation Design Build Checks Training/Deploy Live Support
The Implementation project will be formally scheduled within PlotBox based on completion of
Final Contract and receipt of Initial Payment. Once both of these are achieved the Project
Planning phase can proceed.
During the Project Initiation phase,the project plan will be discussed, updated and agreed based
on resource availability for both Plotbox and Client, assignments to project tasks with
dependencies and timeframes for both parties agreed, so our approach is very much a
partnership model. As these tasks are critical factors in project success,we will work closely
with you to confirm the project timeframe. The project timeline has significant dependency on
delivery of Client prerequisites, so it is important to provide these at the earliest convenience.
Below is an indicative high level Project Plan to highlight the key phases and milestones in a
typical Plotbox implementation.
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1.3 Payment Terms
Figures are quoted in USD - (United States Dollars) and free of GST.
Milestone Milestone Value Implementation Costs
(%of Contract) (USD$)
Payment Milestone 1: - 50%(+First Year USD $26,106.00
Start of Contract Annual
Subscription Fee)
Payment Milestone 2:- 40% USD$14,405.00
Delivery of Test System (or 6 months after
contract signature, whichever is first)
Payment Milestone 3: - 10% USD $3,601.00
Go Live.
Total 100% USD$44,112.00
All Invoicing milestones are for work to be completed in the future.
1.4 Annual Fee
As per the payment of the Subscription Fee/Annual Fee for Hosting of your site and Support
for your Users is due on an annual basis in advance.
The annual fees payment due dates are detailed in the table below, showing the Period (Start-
End date) for each year and when payment is required:-
Period: Period: Payment Due date
Start Date End Date
1st Year 22 March 2024 21 March 2025 22 April 2024
2nd Year 22 March 2025 21 March 2026 22 April 2025
3rd Year 22 March 2026 21 March 2027 22 April 2026
4th Year 22 March 2027 21 March 2028 22 April 2027
5th Year 22 March 2028 21 March 2029 22 April 2028
Payments for annual fee must be paid on the Payable Due date outlined in the table above
regardless of whether the project is fully live or not.
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Note:
The Annual fee is for Subscription to the PlotBox application, which includes hosting and
support. During the implementation phase, this fee also covers setting up the subscribed users
and configuring the site for them, and both PlotBox and user testing of the data and
configuration within the system prior to go live. It covers Support from all teams during the
implementation phase (e.g. technical consultants, mapping, product, development, training and
support teams). These teams support the system set up right through to supporting your test
environment. After go-live, all support responsibility is handled primarily by the Support team,
who would pull in other teams as and when required depending on the issue.
1.5 Key Project Roles & Responsibilities/Personnel
This section outlines the key project roles and responsibilities for each position on the project
team. Assigned personnel must be agreed and assigned within the first week of Project Kick-off.
Client Roles
Role Description/Responsibilities Who(Name, email)
Project Sponsor Decision-makers who have the knowledge and
authority to decide on project issues—requirements,
design decisions,budgets,resourcing,etc.
Project Manager Main point of contact on Client side for project
onboarding.
Understand project goals and objectives.
Establish activities within the Client site.
Prepare Client Project schedule.
Ensure Client resources are available as required.
Direct people individually and as a project team.
Keep everyone connected with the project Informed.
Review project progress and take action to move
forward as planned.
Ensure Client responsibilities are completed within
agreed time frame.
Data Owner SMEs(Subject Matter expert)on existing systems
Data to whom the PlotBox team needs access for
advice.
Support the Data Testing and Acceptance
Process Owner SME(Subject Matter expert)on existing processes
and systems to whom the PlotBox team needs
access and advice.
Testing Team (TBD)
Process Testing Team (TBD)
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Financial Integration (TBD)
owner(if applicable)
System Champions(per (TBD)
Facility)
PlotBox Roles
Role Description/Responsibilities Who
Sales/Commercial Lead Commercial Lead involved during the pre-sales
phase.
Manage and support any commercial aspects to the
project.
Project Manager PlotBox Project Manager monitors and manages
PlotBox responsibilities
Track project progress.
Provides guidance and support to the Client through
the PlotBox Onboarding journey.
Obtain formal acceptance for project deliverables
Customer Success PlotBox Customer Success representative will Only required if ARR is more
Manager support the Client through the customer onboarding than$10k
journey and continue to support post go-live.
Head of Delivery Head of the PlotBox delivery team.
Escalation on project
The Client must ensure that its personnel for the key roles:
(i) are competent and have all necessary and appropriate skills,training, background and valid
qualifications to carry out the duties and responsibilities of their positions and the tasks
allocated to them;
(ii) behave in a professional and responsible manner at all times and perform the Services with
due care and skill and in accordance with best industry practice;
and
(iii) understand and agree to the scope requirements of this Agreement which are relevant to
them.
Key Personnel to be assigned to the project
The Client must ensure that the Key Personnel are made available to fulfil the tasks and roles
allocated to them during the project onboarding.
Changes to the Key Personnel
Any changes to key personnel must be notified as early as practicable.
Client must use its best endeavours to find a replacement who is at least equally qualified and
experienced and notify PlotBox for that replacement person.
NOTE:
Any impacts on Client key personnel through the project may have the potential to influence the
delivery of the project and have consequences to the schedule timeline, quality and costs. Where
this occurs PlotBox will follow the Change Control Process.
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1.6 Communication Plan
Comm Audience Message Media Frequency Owner
Type
Welcome Client Welcome to PlotBox&next steps identification Email Once upon PlotBox PM
Email Contacts receipt of
initial payment
Internal Salesperson Intro&Handover by Salesperson Meeting Once at start PlotBox PM
PlotBox Kick PM Review Statement of Works of project
Off Project Review Project Discovery Form
Team
External Client PlotBox PM Review Statement of Works Call/ Once at start PlotBox PM
Kick Off Client PM Discuss Pre-requisites Meeting of Project
Client Team
Customer Client Team Review current stage of the project,past Call/ During delivery Customer
Success activities and the next steps Meeting and post Go Success
live Team
Customer Client Team Online link to provide direct feedback on your Survey During delivery Customer
Success experience with Plotbox and post Go Success
live Team
Pre-Requisites Client PM Delivery of requested pre-requisite items to Email/ Before Client
PlotBox Data Commenceme
upload nt of Project
Pre-Requisites PlotBox Reminder of outstanding prerequisites Email Weekly until Data
received Migration
Team Lead
Scheduling PlotBox On receipt of ALL Prerequisites,Data Migration Instagantt On review of Team Leads
Lead,Mapping Team Lead and Development Prerequisites
Team Lead will provide estimated time frames
to PlotBox PM Ongoing
updates
Scheduling Client PM Plotbox PM will notify Client of estimated Time Email& Ongoing PlotBox PM
frames Project updates
Plan
Monthly Client PM& Update of current Progress/Status. Email Monthly PlotBox PM
Status Update Client Users
Training Plan Client PM Details of advised training plan,inc content Document Any point prior Training
and advised audience for each session, to Functional ConsultantTe
session length and frequency etc Acceptance am
Sign off
Data Migration Client PM& Communications re Data interpretation Email/ as required Data
Lead Tester/ Call Migration
System Team Lead
Users
Test System Client PM& Instruct the Client on Data Testing steps Call On handover Data
Handover Lead Tester/ required of Test System Migration
System Agree data testing period and frequency of Team Lead
Users resolution steps
Mapping Client PM& Instruct the Client on identification of Key Plot Call On handover Mapping
Lead Tester/ Points of Test System Team Lead
System Agree timeframe
Users
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Data Testing Data Identification of data issues discovered Issue Log Weekly Call Client PM&
Migration During Data Lead Tester/
Team Lead Testing period System Users
Mapping Mapping Communications confirming Key Plot Points Email/Call During agreed Client PM&
Team Lead timeframe Lead Tester/
System Users
Data Testing Client PM& Regular check-ins with Client during Data Call During Data Data
Lead Tester/ testing Testing Period Migration
System Team Lead
Users
Data Client PM/ Formal Acceptance of Data as currently Docusign At end of Data Client PM/
Acceptance PlotBox PM migrated Testing Period PlotBox PM
Sign off
User Training Client/ Training Team will confirm training dates Call/Email At end of Training
PlotBox PM Agree Dual Live period(if required) Functional Consultant
Agree Go Live date Testing Period Team
User Training Client PM& User Training completed as per Training Plan Call/ During Testing Training
Users Onsite Period Consultant
Team
User Training Client PM Training Consultant Team will maintain a Document During Project Training
record of the Budget available and when these /Email Consultant
were taken Team
User Training Client PM& Complete Dual Live Period with Call/ During Dual Client PM&
Users/ communication of any issues Onsite Live period Users/
Customer Training
Success Consultant
Team Team
User Training Client PM/ Confirm Go Live Date Email At end of Dual Client PM/
PlotBox PM Live Period Training
Consultant
Team
Handover to Client PM/ Formal Acceptance of Project as per Key Docusign Following Go Client PM/
Support PlotBox PM Deliverables Live PlotBox PM
2 Scope Of Work
2.1 PlotBox Software Platform
The PlotBox Essential platform will be configured by us to meet your needs. The platform
includes the provision of the following modules as per the PlotBox tender/proposal submission:
Solution Type
KEY.
]Y] =Included as Standard;
($1 =Bolt On Option;
]Blank] =Not Included
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Modules Summary
Essential
Deceased Records Bring all deceased records together into a quickly
Management searchable database of cremation/interment records.
Yes
Deeds Management Keep track of grave owners with ease using the deeds
module.Enter,edit and print deed documents.
Supports sell or lease plots/memorials;manage
ownership records and transfer of ownership requests and
produce deed documents.
Yes
Plot Management Management of each plot,including capacity,depth,
location and records.
If Mapping is included,supports visibility with an
interactive map view on current plot inventory status.
Support efficiency in sales processes using PlotBox iPad
app to quickly view all available plots to sell whilst on-site
with potential customers.
Yes
Public Portal-EverAfter EverAfter is the advanced public interface that both
generates leads&revenue for cemeteries&improves
service levels with tools like Walk to Grave&online
ordering.
Yes
Mapping Module High resolution drone imagery creates a truly digital map
for access on any device to show real-time inventory
status.The verified mapping process is a forensic audit of
your inventory and often identifies extra available
inventory.
Yes
Contracts Management You can sell from anywhere on any device,with quick and
easy access to your inventory,maps and records.You can
keep track of payments. Yes
Booking Schedule Calendar schedule for cremation/interment bookings.
Maintain customized diaries and schedule appointments
and services right from a Contract.
Burial orders,labels and other'paperwork'are auto
generated from the system to avoid duplication
Yes
2.2 Discovery and Design
PlotBox consultant(s) will carry out process discovery and process alignment session to: -
(i) support understanding of the current business processes and data
(ii) align processes to PlotBox and configure an effective solution.
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This will assist the project team with data migration, front-end configuration settings and
training.
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Business Process Discovery
• The PlotBox consultant will carry out a process discovery and will work with the
designated Super User(s)/Data Owner(s) to understand your current processes and how
this will impact the data migration.
Process Alignment
• PlotBox consultant will carry out a process alignment off-site and will work with
designated Super User(s) to ensure the processes you currently use within your
organisation will align correctly with PlotBox functionality or if some changes will be
required to your process in line with PlotBox functionality.
2.3 Site Configuration
Location/Language Settings - PlotBox will configure your Software instance based on your
Location,Timezone and Language defaults.
Tax Rates - PlotBox will configure Tax Rates at time of data migration. Thereafter it is the
Client's responsibility to ensure this information is up to date.
Role & User Management - PlotBox will configure User Roles &Accounts according to the SLA
and Annual Fees associated with PlotBox. The Client will identify as part of their pre-requisites
the NAMED USERS to whom the 8 Licences will be allocated, and the Role they will perform on
PlotBox.
Facility/ies - PlotBox will configure your Software instance for the facility/ies as below:
Facility Facility Name Facility Type Address
1 Boynton Beach Cemetery/ 1611 South Seacrest Boulevard, Boynton Beach,
Cemetery Crematorium FL
2 Sara Simms Memorial Cemetery/ 209 NW 9th Court, Boynton Beach, FL
Cemetery Crematorium
Section Setup - PlotBox will configure Cemetery sections as per the data that was provided
from your existing data systems. Any existing inaccuracies in your current data will continue to
appear in PlotBox.
Fees - PlotBox will migrate Fee data from your existing database where available. Where no
existing database is available, or we are unable to extract Fee information, PlotBox will provide
guidance to support the Client entering this information into PlotBox. Thereafter it is the Client's
responsibility to ensure this information is up to date. Any existing inaccuracies in your current
data will continue to appear in PlotBox.
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Document Templates - PlotBox have a standard set of Document Templates available
depending on the solution type delivered. See table below available Document Templates for-
PlotBox Essential solution. By default, PlotBox will use the standard "out of the box"templates.
For clarity on what is configured with regards to Document Templates:-
• PlotBox can only accept MS Word format for document templates, therefore any Client
supplied templates must be in MS Word Format.
• PlotBox can only map any Client provided document templates into an existing PlotBox
document template (i.e. if the PlotBox template does not exist, there will be no like for
like mapping or setup of that specific Client document template into PlotBox).
• PlotBox consultant will configure the document template(s) by applying the PlotBox
Tags that are available in the solution for that Document Template type;
• Configuration of any document template(s) excludes any formatting changes to the
templates (e.g. fonts, styles,tables, colours, page settings etc..).
• Each Document Template is the same for all the facilities (e.g. Deed Document template
will be the same template used across all 2 facilities).
• If any additional changes outside the standard configuration of adding "Tags" to MS
Word document templates is required, PlotBox can discuss this request with the Client
and follow the Change Order process (Note. this may incur additional effort and cost).
2.4 Data Migration
PlotBox will migrate data from your existing database/s as identified below:
• Access
Any additional sources of data not listed to be migrated may incur an additional cost.
Data Types to be imported are :
Data Types Included In Scope Data Types Not In Scope
• Records (for Clarity-this data is NOT included in Scope)
• Deceased Records • Contracts
o Burial/Cremation Event details(no • Schedule(past or present)
• Memorials
diary entry for cremation burial, or • Work Orders
appointment bookings in the past • CRM Contacts, quotations, appointments
or future) or notes
• Deeds • Bulk upload of scanned documents
o Deeds of Property(ownership) • Historic Financial Reporting
• Plots • Historic Commissions
Key Plot Information • Historic Trust transactions/balances
o Interments
Note: The above Data Types to be imported can only be confirmed when the PlotBox Data
Migration Team conducts an analysis of the source Access Data to confirm this data
exists. Also, the source data will be mapped and migrated to the outlined modules above
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in compliance with PlotBox definition of these data modules.
Data Analysis will be carried out of the source data to determine the validity, structure and
integrity of the existing digital data. Following PlotBox analysis of the data,any concerns will be
discussed with the Client.
Data will be imported using a series of scripts developed by our Data Migration Team. The data
imported will be functional within PlotBox where all current fields appear as expected in
PlotBox.
Any inaccuracies that exist in your current system will also appear in PlotBox and any
subsequent data clean-up will be the responsibility of the Client following Go Live.
The Data Migration team will undertake a range of Quality Assurance Tests to ensure that the
data meets certain requirements. But further Data Acceptance Testing will be required by the
Client in a timeframe agreed with PlotBox.
The data is stored in the cloud and hosted by our chosen server provider Microsoft Azure. This
allows for real time remote access by employees or sales consultants from any location.
Important!
• PlotBox has not included time for the clean-up or cleansing of data prior to import into
PlotBox.
• During the PlotBox data analysis phase,we may identify information that may need to be
"cleansed" or tidied up prior to import. The PlotBox data migration team will provide
advice on how to cleanse this data if the Client deems it necessary.
• PlotBox is not responsible for the consolidation of data when multiple data sources are
to be migrated,or if multiple facilities have separate data sources.
• The Client is responsible for providing PlotBox with the data sources to be migrated
during the various stages of delivery. PlotBox is not responsible for any costs that may
be associated with a 3rd party supplier/ vendor in supplying this source data to the
Client.
NOTE:
Any unanticipated complexity in the source data may result in a revision of PlotBox initial Data
Migration costs. If this occurs it will follow the Change Control Process.
2.4.1 Transition Strategy:
As part of our initial project initiation we will take time to understand the Client's existing
systems and operations to help determine the most appropriate transition strategy for the move
from incumbent system(s)to PlotBox.
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Although the most suitable strategy will depend on the specific needs of the customer we find
that in most cases we recommend a short period of parallel running (see table below) of both
PlotBox and the existing system(s) in order to enable new users to get oriented to the new
systems with the close support of PlotBox staff.
1. One time, single switchover Where after a single implementation event the Client will move from
event using their incumbent systems to solely using PlotBox for their
activities.
Pros
• Quick and simple implementation resulting in PlotBox
running immediately
• Ability to decommission old systems earlier
Cons
• High impact and risk approach
• Council staff and colleagues will be expected to be 'up to
speed'immediately
2. Incremental implementation Core processes are incrementally moved over from being operated
or phased approach on the existing system(s)to being undertaken only in PlotBox. Over a
period of time all processes would incrementally be moved over
from current system(s) to PlotBox until such time as all were only
operated via PlotBox.
Pros
• Allows staff sufficient time to adapt to new system
• Provides early feedback of system usage in a production
environment without risk to all process areas.
Cons
• Slowest approach to transitioning the software
• Due to increased implementation timeline is costly given the
extended support requirements
3. Parallel running period Where for a short period of time the Client WILL run PlotBox
alongside their existing system(s) until the acceptance criteria is
met.
Pros
• Allows staff sufficient time to adapt to new system
• Provides early feedback of system usage in a production
environment without risking all process areas.
• Timeline of dual running shorter than incremental
implementation
• Dual running can be targeted to only specific
areas/sites/facilities
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2.5 Mapping
Drone Flights
PlotBox have agreed with the Client that Drone Flight/s of 2 Cemetery Properties will be
undertaken, in order to produce a Hi-Resolution Aerial Image of the property.
Prior to the Commencement of the Drone Flight, a PlotBox surveyor (or Contracted Surveyor)
will install ground control points following location recommendations by the PlotBox Mapping
Team.
PlotBox will aim to create a clear aerial image, however we cannot account for variations in
weather conditions for example sunshine/cloud cover especially within images for cemeteries
with multiple drone flights i.e. 25 acres plus.
Property locations are
Facility Facility Name Facility Type Address Acreage
Total
1 Boynton Beach Cemetery Cemetery 1611 South Seacrest Boulevard, 13
Boynton Beach, FL
2 Sarah Simms Memorial Cemetery 209 NW 9th Court, Boynton Beach, FL 3
Cemetery
Totals 16
Hi-Resolution Aerial Map
PlotBox will use the Drone Images to produce a Pix4D Mosaic.
This Mosaic along with the Ground Control Points will be imported into ArcGIS where the Aerial
Map will be Geo-Referenced and published online.
Map Overlay
Following Data Migration, the Mapping team will undertake an initial call with the Client to
identify initial Plot Points on all sections which will improve the GPS accuracy of map overlays.
PlotBox will overlay 16 Paper maps as per location, provided by the Client, over the Aerial
Images.
The Combined Aerial image and Map Overlays will be imported into ArcGIS and published online
for linking to the Client's Plotbox site.
Mausoleum Mapping
PlotBox will convert Mausoleum Wall Maps and add interactive shutter"pins"for 2,632 niches.
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Aerial Images
Included below are Google images identifying
1. The Area for Drone Flight (Yellow Area)
Boynton Beach Cemetery
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PlotBox maooina disclaimer
Disclaimer: These maps are for general graphical and informational purposes only. They are not suitable or intended for legal,
engineering, or surveying purposes. The accuracy of these maps is necessarily affected by several factors such as the limits of
advanced mapping technology to visible terrain,the impact of errors or omissions in the records and data provided to us and reflected
in the maps, and changes that have occurred since the time the maps were developed.PlotBox and its affiliates and suppliers assume
no responsibility for, and disclaim all express or implied warranties as to, the accuracy of these maps. You are advised to
independently verify information herein before relying on it for any purpose.
2.8 Financial Integration/Interface
Not Applicable
2.9 Test System Delivery
Once the Data Import and Quality Assurance tasks are completed by the Data Team,they will be
in a position to handover the Test PlotBox Site to the Client. During this handover the Data team
members will guide you through the imported data and provide further guidance as to the DAT
required.
The Test System is defined as the Client providing electronically available records, deeds and
plots for the 2 facilities which will be migrated into PlotBox and made available to the Client for
their testing.
The Test System at this point will contain the following records:
• Records
• Deeds
• Plots
• Anything else included
Please note, at this point light training will only be provided on functions relevant to Data
Testing. During this phase of the project, the Client is advised to focus SOLELY on imported
Data accuracy.
The Data Team member will also provide you with an Issues Log to record any data differences
found. This document/portal should be administered by the Clients Data Owner from their
internal project team. They should ensure this is updated by Data Testers, and perform
consolidation where the same issue is reported by several users.
Please note,any existing inaccuracies in your current data will continue to appear in PlotBox.
The Data Team member will agree to regular check points with the Client during the Data
Testing period. During these calls the Issues Log will be shared and discussed.
2.10 Data Testing
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This is an area of the project at high risk of time delays, which will have a knock-on effect on
subsequent Project Milestones, including Go Live.
It is vitally important that the Client performs an extremely thorough, intensive and complete
Data Testing Exercise.
The Client should ensure that Data Testing Team members have availability to dedicate approx.
1-2 hours per day to this function during the defined periods.
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2.10.1 Test Plans
Early in the project lifecycle,the Client will be required to create Data Testing plans relevant to
their Company configuration. (PlotBox Data team members will be able to provide guidance on
these if required).
2.10.2 Test Duration
During the project planning phase, the Client will agree with the Project Manager a duration for
Data Acceptance Testing (DAT). A typical timeframe for Client DAT is approx 2-4 weeks.
It is important that the Client verifies the migrated data in accordance with guidance provided,
and within the agreed timeframe as delays can affect the overall project schedule.
2.10.3 Data Resolution
At the end of the agreed Data Acceptance period,the Data Owner will send the latest copy of the
Issues log to the PlotBox Data Team member. The Team member will work through these
during the assigned time period (approx 2 weeks) and resolve any identified differences.
Once they have completed QA, a refreshed Test site will be made available for the Data Testers,
with the issues addressed. The Issues Log will also be updated and returned to the Data Owner.
2.10.4 Data Retesting
A retesting period will also have been agreed with the Client early in the project. During this
period the Data Testers should re-test any differences previously identified to ensure these are
now accurate. The Data Owner should ensure that re-testing results are updated to the Log and
any new differences included.
2.10.5 Data Sign-off
Where no errors are found, the Client will be asked to confirm in writing that the Data
Acceptance Testing has been successful. This is via electronic sign-off using Docusign.
FOLLOWING DATA SIGN OFF, ANY FURTHER DATA DIFFERENCES IDENTIFIED WILL BE
ADDRESSED VIA THE CHANGE CONTROL PROCESS AND MAY INCUR COMMERCIAL
CONSIDERATION.
Please note that until Data Acceptance Testing has been signed off, there may be some
dependencies on project activities that may not be possible to progress to the next project
stage (e.g. Go-Live). Additionally Sign-Off of Data Acceptance Testing is required as a
prerequisite to the training phase in order to support an effective, bespoke training solution (only
applicable if tailored / bespoke training has been included in scope).
Otherwise any training will be provided within a standard training environment.
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2.11 Go-Live - Data Refresh
2.11.1 Refreshed Extract of Data
Prior to Go-Live, a fresh extract (or copy) of the Client source data will be required to carry out a
Data Refresh. It will be the Client's responsibility to coordinate this with 3rd parties and provide
within the required time-frame. PlotBox will not be responsible for any facilitation costs that
may occur with 3rd Parties.
A time frame for the Data Extract and subsequent Go Live will be agreed with the Client in
advance.
A representative time frame example is as follows:
Day 1 Preparation of the data extract by Client and transmission to PlotBox during
the same business day. PlotBox should have access to this data extract
prior to the close of business on Day 1 in order to provide confirmation that
they are able to proceed.
Day 2 - 4 Import of Fresh Data by PlotBox (see below for Data Delta)
Day 5 Validation of Imported data & Live System prior to commencing data entry.
It may be the case that Data Entry cannot commence until late Thursday
Afternoon, so the Client should be aware of this in advance and ensure
alternative arrangements are in place.
Once Data Entry has commenced, the Client should enter the data delta and revert to Business
as Usual
NOTE. Whilst this is a representative time frame, variations to this may occur based on your
project specifics.
2.11.2 Entering Data Delta
Following the retaking of the Data Extract above, there may be a period (example approx 3 days)
during which the Client will continue to operate. This will either be via manually recording
entries, or continuing to use their incumbent software. This period of data will not be included
in the Data extract taken previously and will require entry to PlotBox once the system has been
confirmed as ready to proceed. It is the Client's responsibility to ensure that this Delta is
accurately noted for re-entry and also the order in which it should be entered.
NOTE: /in exceptional circumstances where a Data Refresh and Go live may be required over a
weekend, the Change Order process will be followed and may require additional commercial
consideration.
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2.12 Additional Development/Integration
Not applicable
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2.13(FAT) Functional Acceptance Testing (only where additional functions developed
for customer)
Not Applicable
2.14 Training and Support
2.14.1 Training
Training will be provided following Data Acceptance Testing sign-off, as purchased by the Client.
This Training Budget, as purchased by the Client, is detailed below:
• Up to a Maximum of 9 hours of OnLine Training prior to Go Live
Anything over and above the training listed here, will be charged at the normal Hourly Rate. For
any additional training hours,the Change Order process will be followed.
The Client should endeavor to agree a timely and proactive training plan with PlotBox.
Failure to attend agreed training sessions or frequent cancellation of these by Client staff, may
result in the Client incurring an additional charge for rescheduled sessions or forfeit of these
sessions.
Users must provide a minimum of 24 hours notice by email to their Trainer or PM if they wish to
cancel a session, anything less than 24 hours will result in the allotted time being removed from
your training budget.
This Budget should be utilized within 1 month of Go Live.
2.14.2 Go-Live Support
For Go Live support, PlotBox support will be provided through our standard online support
channels (i.e. using Jira Service Desk). There will be No onsite support presence provided on Go
Live.
• If onsite presence is required on Go-Live this can be discussed and agreed with the
PlotBox Trainer and PlotBox Project Manager in advance. If additional hours over and
above the purchased onsite support presence at Go-Live is required, these will be
charged at the normal Hourly/Daily Rate. For any additional hours, the Change Order
process will be followed.
2.15 Project Management
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On confirmation of Project Award, a PlotBox Project Manager will be assigned to your project to
support and assist the delivery and implementation of PlotBox.
An Introduction call will be facilitated between the PlotBox Commercial Team, PlotBox Project
Manager, Plotbox Customer Success and the Client to familiarize all parties to the new team
members.
The PlotBox Project Manager will arrange a Project Initiation meeting with the Client to discuss
PlotBox Processes, Teams and Delivery Methodology.
The Project Manager will work with the Client to develop the project plan and identify resource
availability and action tasks for both the Client and within PlotBox.
The Project Manager will agree to regular reporting and meeting intervals throughout the project
enabling the Client to monitor the project activities/tasks, dates and track progress.
Typical Project Management Meetings and Reporting for PlotBox Pro are as follows:
Type Frequency
Project Kick Off Meeting Once (Start of Project)
Status Update Monthly
These intervals will be agreed in advance, and will be based on PlotBox experience of similar
PlotBox implementations. During active phases of the project, status updates may be provided
more frequently in order to assist with project delivery. Any increased frequency will be
determined by the Project Manager; where the Client wishes to increase the frequency of either
reporting or meetings,this will be addressed via the Change Control Process.
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?16 FverAftPr
EverAfter (www.discovereverafter.com) is our go-to website for genealogists and members of
the public searching for deceased records.
In the final stages of the project, your data will be included within the EverAfter records. You
may direct your families to this website or place a link on your own website to it.
Please note that your facility will be one of many included on the site. However, should you wish
to upgrade to a 'Branded' version of EverAfter which only contains YOUR data and
pictures/references to your facility,then do contact us and we can discuss further with you.
(NOTE: EverAfter is not included as one of the Key deliverables, and the Project may be passed
to the Customer Success Team prior to completion of this task.)
Summary of what you will get from EverAfter:
• EverAfter (Standard)
o Deceased Records made publicly searchable alongside other PlotBox customers'
data.
c Including the following data against a deceased if data is recorded/available in
PlotBox;
• Name
• Date of Birth
• Date of Death
• Date of Burial/Cremation
• Plot Reference
• Headstone/Marker Image
• Name of Others buried in the same plot
• Coordinate Directions (if plot has been mapped)
• Public Genealogy Notes (If person of interest)
o Including the following data against the facility
• Name
• Address
• Contact Number
• Email
• Overview of Information about the facility
• Image of the Facility
o Visitors to the Site can "Suggest an Edit" on a record which will come through to
you as an email.
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2.17 Delivery Team Handover to Customer Success Team
Within PlotBox implementation, our teams are divided into 2 areas.
• The Project Delivery Team - who look after you whilst you are getting set up on the PlotBox
software. They look after getting your data imported, your maps uploaded and your users
trained, etc. and ensuring that all your Key Deliverables are met.
• The Customer Success Team - who look after you once the project delivery team has
completed their tasks and you are running live on PlotBox. They will respond to any queries
regarding methodology, process, new functions, problems, etc., and provide ongoing support
and assistance during your partnership with PlotBox. They will also keep you appraised of
new functionality as it is added to the software and how this best fits into your processes.
When the PlotBox Project Manager considers the Key Deliverables to be met, they will
commence the handover over the Client to the Customer Success team. Until the Client is
formally handed over to the Customer Success Team, a Client won't be included in their
processes and communications, and may miss out on important information and system
updates. So it is important that this step is completed.
Your support mechanisms will not alter, in fact if anything, they'll improve and you will use the
Jira Service Desk messaging system which goes straight to our Support desk and you'll be
answered normally within 2-3 minutes.
This does not indicate that our relationship with you as a Client is complete, this ONLY
formalises the completion of the installation to your facility.
1. The PM will confirm all work is completed as per the Key Project Deliverables (Page 2)
2. The PM will confirm with the PlotBox Accounts Department that the final payment is now due
(if applicable)
3. The PM will notify the Client via email of their intention to Transfer the project to the
Customer Success Team, and seek Client agreement. Any outstanding items identified will
have an approach discussed and action agreed. These will be accepted by the Client and the
Customer Success Team.
4. The PM will create an Electronic Project Delivery Sign Off, and sign on behalf of PlotBox. Any
agreed outstanding actions will be included on this document.
5. The PM will send the Electronic Project Delivery Sign Off to the Client for signature. The
Client should endeavour to complete this as soon as possible. If there are any queries or
reasons for not completing the Client should notify the PM of these.
6. Once the Project has been signed off by both the Client & PlotBox, the PM will complete an
internal PlotBox handover to the Customer Success team.
7. The Client will now be considered "Live" and "In Support".
8. Any issues encountered by the Client from this point should be reported to the Support team
via our In App Messages Service "Jira Service Desk" during our regular Support hours.
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3 Primary Assumptions & Risks
ID Desc Likeli Impact Risk Contingency Owner .
hood
1 Out of Scope Mediu High High All issues reported outside of this SOW will be PlotBox
m handled as support issues or feature request/ PM
project change orders.
Please note that with a project change order a
cost may be incurred.
2 Data Accuracy High High High Data given to the PlotBox data team by the Client PlotBox
for migrations,will be the most accurate and up PM
to date version of that data set.
Any inaccuracies that exist in your current system
will also appear in PlotBox and any subsequent
data clean up will be the responsibility of the
Client or upon agreement with PlotBox.
3 Project Management Low Medium Low The Client will supply the necessary internal Client
• Project Management resources during and after
the conversion project.
4 Data Migration Low High Project timelines are based on the premise that Client
PlotBox will have direct access to employees of
the Client who can help us understand the data
we will be working with.
5 Delays in delivery of High High High Client should attempt to have Prerequisites with Client
Pre-Requisites PlotBox ASAP after External Kick Off
6 Delays in High High High ` Client should attempt to adhere to agreed Client
Testing/Training timelines
7 Delays in Mapping High High Client should attempt to provide copies of Maps Client
and identify key Plot Points in agreed timelines
8 Data Migration-Source High High During the Data Migration Analysis phase, Plotbox
data complexity PlotBox Data Migration team may encounter PM
unforeseen complexity and additional effort and
time may be required to deliver the Data Migration
elements.
The PlotBox Data Migration Team will carry out
the Analysis of the source data provided by the
Client,if any additional effort and time is required
to resolve the data complexities,this will be
handled via the PlotBox Change Order process
where an additional cost or schedule impact may
be incurred.
High Medium High High.'
2 Mediu Low Medium Hig
Low Low Low Medium
Low Medium High
LIKELIHOOD
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4 Prerequisite Checklist
Project Contact Details
Please provide the contact information (Email and Tel No) for the following:
Client Project Manager • Key Project Contact who will distribute information
throughout the Client organisation
• Understand project goals and objectives
• Establish activities and detail budget within Client
• Prepare Client Project schedule
• Ensure Client resources are available as required
• Direct people individually and as project team
• Keep everyone connected with the project Informed
• Supervise the progress and work of project contractor
• Review project progress every week and take action to move
forward as planned
• Ensure Client responsibilities are completed within agreed
time frame
Super User/Lead Tester • High-level knowledge of existing systems and practices
• Ability to troubleshoot
• Testing expertise
• Ability to communicate effectively with technical teams,
users and management
• Continuous process improvement skills
• Detail oriented
• Adaptable to change
• First line of support for your customers
• Act as liaison between Client users and PlotBox
• May be involved in training of existing and new users
Any of these roles may overlap, i.e. your Main contact is also a Super user and also the person
most familiar with the current process for a site.
Data Exports
❑ Export of all data for all sites from the agreed systems outlined above in the Data
Migration section. If these cover multiple locations/facilities these should be named
appropriately.
❑ A list of your current fees, section names, active funeral directors and memorial masons
if applicable.
Company Logo
Please provide a copy of your Company Logo for inclusion on your documentation
Maps
Please provide copies of the paper/CAD maps identified for overlay on your aerial maps.
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User Listings
Provide details of a NAMED USER for each licence purchased,their email address, role and base
location (if appropriate)
Staff Leave
Please provide details of staff leave during the project time-frame to allow planning.
Also any busy times of day/week/month/year to avoid, etc.,Year end/Standard Holidays
EverAfter
For*EACH*facility;
Default Latitude/Longitude
Address Line 1,Address Line 2,Town, County, Country, Post/ZipCode
Overview Photograph
Cemetery Contact Name (This might not be same as who your projects main contact is)
Contact Email Address (As above)
Contact Phone Number(As Above)
Facility Overview(If Applicable)
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5 Additional Information
5.1 Delay in Prerequisite Delivery
During the Project Kick off Call, a timeframe will be agreed during which all identified
prerequisites should be delivered. The Client should endeavor to adhere to this timeframe. Your
project will not be included in the PlotBox Schedule of Works until these are all received.
If all identified prerequisites are not delivered within 4 weeks of the agreed timeframe,then the
40%test system invoice will become immediately payable.
5.2 Data missed in pre-requisite,
Please ensure that the Pre-requisite Data provided includes ALL relevant data, including any key
information held outside the incumbent software if appropriate.
If not included during initial data exports, and is identified following Test System delivery, this
will require additional configuration of Migration Scripts. This additional work will be charged at
our standard time and material rates for any additional work, and may affect estimated project
timelines.
5.3 Project Restart Feer
These may be incurred following 15 working days of non-communication from the Client e.g.
requested files not being provided or clarification of data not being provided, testing not being
completed within a given time frame etc.
PlotBox will continue to make attempts to contact via email / phone during this 15 day period,
after which point the project will be placed on hold, and removed from the current works
schedule.
During a project restart a fee may be incurred and a new timeline will be discussed, as other
projects will have taken the place of the original resource bookings.
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6 Statement of Work Sign off
I accept that the information in this Statement of Work is an accurate reflection of the work to
be carried out to complete the project.
Agreed For and on behalf of PlotBox by: Agreed For and on behalf of Cli= • •
(Signature) •- ; - •
March 31, 2024 March 31,2024
(Date) (Date)
CITY A111 RNEY'S OFFICE
Approved rm : d legality
By:C ! /
cey '.Weinger,
Deputy City Attorney
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7 SCHEDULE 1 - COMMERCIAL TERMS
Acceptance Tests means the acceptance tests to be undertaken by the Client in
conjunction with Plotbox to confirm the Services operate substantially
in accordance with this SOW, as agreed by Plotbox and the Client,
promptly following the Effective Date.
Effective Date Means the date this SOW is signed.
Facility or Facilities means the number of and specifically named cemeteries, burial
grounds and/or crematoria which the Client is responsible for and in
relation to which the Client is licensed to use the Services, being 2
facilities.
Initial Subscription Terms means a period of 60 months from the Effective Date
Payment Terms Payment of the Project Fees is due as follows:
(a) 50% Project Fees and first year Annual Fees upon signature of
this agreement;
(b) 40%Project Fees upon delivery of Test System;
(c) 10%Project Fees upon Go-Live;
The Client shall provide PlotBox with a purchase order number for
invoicing upon contract signature.
Delay in carrying out the Acceptance Tests once the Services are made
available shall not relieve the Client of its payment obligations or
extend the above dates for payment.
Payment of the Subscription Fees is due on an annual basis in
advance. Plotbox shall invoice the Client for the Subscription Fees
upon signing of this contract and the Client shall pay the amount due
in accordance with the Florida Local Government Prompt Payment Act.
All amounts payable under this agreement are non-refundable.
Project Fees means the fees payable by the Client to PlotBox for carrying out the
Work and delivery of the Services prior to the Acceptance Tests, as set
out in Appendix 2.
Service Hours means 9am to 5pm, each Business Day, Monday to Friday, excluding
UK Public Holidays and US Federal Holidays
Subscription Fees means the annual subscription fees payable by the Client to Plotbox
for the User Subscriptions,as set out in Appendix 2.
Proposal N/A
User Subscriptions Means up to [8] individual named users specified by the Client and
agreed by Plotbox as at the Effective Date, who may use the Services
in relation to the Facilities specified in the Tender only. In the event
that the Client wishes to use the Services at additional facilities or
permit additional individual named users to use the Services,the Client
must purchase additional User Subscriptions in accordance with
clause 4 at PlotBox's then prevailing rates.
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8 APPENDIX 1
8.1 SUPPORT PROVISION
Any time worked,at the Client's written request outside the Service Hours or outside the scope
of the Services (including,without limitation,the Out-of-scope Services specified below)will be
charged at the T&M and/or Overtime Rate(as applicable) plus VAT and Expenses (if any).The
Service Charge applies solely to the provision of the Services and does not include third party
costs for hardware or software. All third party costs will be charged as Expenses to the Client
monthly in arrears.
T&M Rate
The T&M Rate of$850 [plus VAT] and Expenses (if any)applies per Man Day(being 8 hours per
working day(Monday to Friday,excluding Northern Ireland Public Holidays))for a support
services engineer in addition to the Subscription Fees for work carried out outside the scope of
the Services. (This is unlikely to apply to the unless bespoke work is requested).
Overtime Rate
The Overtime Rate shall be calculated at double the prevailing T&M Rate+VAT and Expenses
(where applicable). (This is unlikely to apply to the Client unless bespoke work is requested).
Expenses
Expenses will be charged at cost and shall be paid by Client monthly in arrears
8.2 SERVICE OVERVIEW
Plotbox will provide the following support services:
• Help Desk Support via standard online support channels (i.e. using Jira Service Desk)
• Routine Systems Management
• Security updates
• Enhancement of existing service features(but not new functionality development) is
included free of charge
• Incident Management via Plotbox Support
• Management of technical relationship with Plotbox's chosen service provider
8.3 OUT OF SCOPE
Plotbox may reasonably determine that any Services requested by the Client are Out-of-scope
Services. If Plotbox makes any such determination, it shall promptly notify the Client of that
determination, and the Client acknowledges that Plotbox is not obliged to provide Out-of-scope
Services.
For the purposes of this Agreement "Out-of-scope Services" means any services provided by
Plotbox in connection with any apparent problem reasonably determined by Plotbox not to have
been caused by a fault but rather a cause outside PlotBox's control (including without
investigation work resulting in such a determination) or by: any improper use, misuse or
unauthorised alteration by the Client; any unauthorised use by the Client; use of any hardware or
software not supplied by Plotbox; or the use of a non-current version or release of the Software
or Services.
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8.4 ERROR CORRECTION
1.1. In accordance with this Agreement, Plotbox will use all commercially reasonable endeavours to
maintain the Services in good working order during the Service Hours.
1.2. The Client will promptly notify Plotbox of any support request via email or online of any defect
error or other problem with the Services that means it fails to function in all material respects in
accordance with its specification as published by Plotbox (the "Fault") and provide Plotbox (in
so far as the Client is reasonably able)with a documented example of the Fault,a description of
the problem and start time of the incident and such information and assistance as is reasonably
necessary to assist Plotbox to diagnose and rectify the Fault. Plotbox will categorise and record
all Support Requests made in a Support Database and an entry in the Support Database will
remain active until resolved. The Support Request will be categorised as; Explained Complete
Withdrawn,No Action Required or Incident Raised. Where the Support Request is categorised as
anything other than Incident Raised, Plotbox will use all reasonable endeavours to ensure that
the matter is resolved as soon as reasonably practicable.
1.3. Where the Support Request results in an 'Incident Raised' the procedure identified in Sections
4.4 to 8 (inclusive)will be followed.
1.4. On receipt of a request for correction of any 'Incident Raised,'the matter will be logged in an
Incidents Database and Plotbox will prioritise the Support Request based on its reasonable
assessment of the severity level of the problem reported. Plotbox will use all reasonable
endeavours to ensure that staff commence investigatory and corrective work within the Service
Hours, to meet the target response time specified below at the table in section 5 depending on
which category, or priority, the Incident Raised falls as defined in accordance with the table in
section 6. Plotbox shall update the Client at a frequency commensurate with the Target
Response Time,within the Service Hours, until the Incident Raised is resolved.
8.5 TARGET RESPONSE TIME(WITHIN SERVICE HOURS)
Priority Target Response time
Critical 1 hours
Severe 3 hours
Serious 6 hours
Minor/Query 24 hours
8.6 ERROR CLASSIFICATION
Priority Classification
Critical System not usable for any purpose
Severe Malfunction impacting critical piece of functionality
Serious Malfunction impacting non-critical piece of functionality
Minor/Query Routine advice and guidance request, Documentation deficiency or
usability suggestion
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8.7 INCIDENT RAISED CLOSURE CATEGORIES
Category Description
Software,Systems or The cause of the problem has been identified and an appropriate
Sub-Systems Error resolution has been generated.
Hardware Fault The cause of the problem has been identified as a Hardware
Fault.
User Error The cause of the problem has been identified as a user error,not
a Software,Systems or Sub-Systems Error.
No Fault Found Either,the behaviour displayed in the incident report can be
replicated and the way in which the Software,Systems or
Sub-Systems behaved was consistent with the expected
outcomes,or, Plotbox has not been able to replicate this incident
within the supported version and environment.
Withdrawn The Client has determined that a resolution to the incident
should no longer be pursued.
Change Request The Software,Systems or Sub-Systems behaviour is as
designed.A CR should be raised to enhance functionality.
Documentation Error The cause of the problem has been identified as stemming from
a Documentation Error,which has been rectified.
8.8 EXTENSION`
The parties may,on a case by case basis,agree in writing to a reasonable extension of the
response times specified above. The Customer hereby acknowledges and agrees that,whilst
PlotBox shall use all reasonable endeavours to meet the response times,all such times are
estimate only, and time shall not be of the essence under this agreement.
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9 APPENDIX 2
9.1 FEE SCHEDULE
9.1.1 PROJECT FEES
Item Description Price$
1 Setup Fees
$36,012
TOTAL SET-UP COST $36,012.00
9.1.2 SUBSCRIPTION FEES
Total (Year 1)-$8,100.00
License Costs for 60 months based on 8 users Total (Year 2)-$8,100.00
Total (Year 3)-$8,100.00
Total (Year 4)-$8,100.00
Total (Year 5)-$8,100.00
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PLOTBOX—GENERAL TERMS
1. INTRODUCTION "Documentation" means the SOW and any other relevant
1.1. This page sets out the general terms and conditions(General
Terms)which apply to any Software and Services(as defined documentation provided by Plotbox to the Customer in
below)which Plotbox(as defined below)licences or provides connection with the subject matter of the Agreement;
to any Customer(as defined below). "Effective Date" has the meaning given to it in the
1.2. The parties' agreement for the licensing, use and provision commercial terms in Appendix 1 to the SOW;
of the Software and Services is made up of(i)the SOW;(ii)these "Facility' has the meaning given to it in the commercial
General Terms; and (iii) any other written document either terms in Appendix 1 to the SOW;
issued by Plotbox(and expressly referring to and incorporating "General Terms"has the meaning given to it in clause 1.1;
itself into the agreement)or any amendments or supplements "Initial Subscription Term"has the meaning given to it in
to the agreement signed and agreed in writing between the the commercial terms in Appendix 1 to the SOW;
parties.Together the above documents shall constitute and be "Payment Terms" has the meaning given to it in the
known as the Agreement and apply to the contract between commercial terms in Appendix 1 to the SOW;
the parties to the exclusion of any other terms that the "Privacy Policy"has the meaning given to it in clause 7.3;
Customer may seek to impose or incorporate, or which are "Project Fees" has the meaning given to it in the
implied by trade,custom,practice or course of dealing. commercial terms in Appendix 1 to the SOW;
1.3. When construing the meaning of the Agreement, the "Services"means the subscription services provided by Plotbox
documents listed in clause 1.2 shall be interpreted in an order to the Customer under the Agreement via www.plotboxit.com
of priority in the event of any inconsistency or conflict,with or any other website notified to the Customer by Plotbox from
documents appearing earlier in the list taking priority over time to time, as more particularly described in the
Documentation;
documents appearing later in the list.
1.4. These General Terms are published on Plotbox's website. "Service Hours"has the meaning given to it in the commercial
The Customer should print or save a copy of these General terms in Appendix 1 to the SOW;
Terms for its records. "Software"means the online software applications provided
1.5. Any order placed by the Customer shall only be deemed to be by Plotbox as part of the Services;
accepted upon Plotbox's signature of the SOW at which point SOW" means the statement of work provided by Plotbox
and on which date the Agreement shall come into existence. to the Customer,including all appendices thereto;
1.6. Intentionally Omitted. "Subscription Fees" has the meaning given to it in the
1.7. Any SOW issued by Plotbox shall be valid for a period of 28 commercial terms in Appendix 1 to the SOW;
days from the date of issue, if not counter-signed and "Subscription Term"has the meaning given in clause 16.1
returned by the Customer,at which point the offer outlined (being the Initial Subscription Term together with any
in the SOW shall lapse. subsequent Renewal Periods);
"Support Services Policy" means Plotbox's policy for
2. INTERPRETATION providing support in relation to the Services as made
2.1. The definitions and rules of interpretation in this clause 2 available at www.plotboxit.com or such other website
apply in the Agreement. address as may be notified to the Customer from time to
"Acceptance Tests" has the meaning given to it in the time;
commercial terms in Appendix 1 to the SOW; "User Subscriptions" means the user subscriptions
"Agreement"has the meaning given to it in clause 1.2; purchased by the Customer pursuant to clause 4 which
"Authorised Users" means those employees, agents and entitle Authorised Users to access and use the Services and
independent contractors of the Customer who are the Documentation in accordance with the Agreement, as
authorised by the Customer to use the Services and the specified in the commercial terms in Appendix 1 to the SOW;
Documentation,as further described in clause 4.2(e); "Virus" means anything or device (including any software,
"Business Day" means a day other than a Saturday, code, file or programme) which may: prevent, impair or
Sunday or public holiday in the USA; otherwise adversely affect the operation of any computer
"Change of Control" means the beneficial ownership of software, hardware or network, any telecommunications
more than 50%of the issued share capital of a company or the service, equipment or network or any other service or
legal power to direct or cause the direction of the general device;prevent,impair or otherwise adversely affect access to
management of the company,and controls, controlled and the or the operation of any programme or data, including the
expression change of control shall be construed accordingly; reliability of any programme or data (whether by re
"Completion Date" means the estimated date by which arranging,altering or erasing the programme or data in whole
Plotbox shall make the Services available to the Customer for or part or otherwise);or adversely affect the user experience,
the Acceptance Tests; including worms, trojan horses, viruses and other similar
"Confidential Information" means information that is things or devices;and
proprietary or confidential and is either clearly labelled as Work" means Plotbox's work, duties and obligations to be
such or identified as Confidential Information in clause 13.5; carried out under the Agreement, as specified in the Tender
"Customer Data"means the data inputted by the Customer, and the Documentation. In the event of any conflict
Authorised Users, or Plotbox on the Customer's behalf for between the terms of such documents, the Documentation
the purpose of using the Services or facilitating the shall prevail.
Customer's use of the Services; 2.2. Clause and paragraph headings shall not affect the
interpretation of the Agreement.
2.3. A person includes an individual, corporate or unincorporated
body(whether or not having separate legal personality).
2.4. A reference to a company shall include any company,
corporation or other body corporate, wherever and however
incorporated or established.
9GSS7303.6335084.1
2.5. Unless the context otherwise requires, words in the singular Subscriptions it has purchased from time to time, as
shall include the plural and in the plural shall include the specified in the Commercial Terms;(b)it will not allow or suffer
singular. any User Subscription to be used by more than one individual
2.6. A reference to a statute or statutory provision is a reference to named Authorised User unless it has been reassigned in its
t as it is in force as at the date of the Agreement. entirety to another individual Authorised User, in which case
2.7. A reference to writing or written includes faxes but not e- the prior Authorised User shall no longer have any right to
mail. access or use the Services and/or Documentation; (c) each
2.8. References to clauses are to the clauses of these General Authorised User shall only be entitled to access and use the
Terms. References to sections are to sections of the relevant Services for the purposes and according to the level of
Appendix to the Agreement. access applicable to the category of Authorised User specified
in the Tender; (d)each Authorised User shall keep a secure
3. SCOPE password for his use of the Services and Documentation,
3.1. Plotbox shall carry out the Work with reasonable diligence and that such password shall be changed no less frequently than
dispatch, and with reasonable skill and expertise,to make the monthly (which, unless otherwise agreed by Plotbox, will
Services available for Acceptance Tests by the Completion initially be set up by or on behalf of Plotbox) and that each
Date. Authorised User shall keep his password confidential; (e) it
3.2. Plotbox shall carry out, in conjunction with the Customer, shall maintain a written, up to date list of current
the Acceptance Tests and make the Services available to Authorised Users and provide such list to Plotbox within 5
the Customer in accordance with the terms of the Agreement. Business Days of Plotbox's written request at any time or times;
3.3. Intentionally Omitted. (f)it shall permit Plotbox to audit the Services in order to
3.4. If Plotbox's performance of its obligations is delayed at the establish the name and password of each Authorised User.
request of the Customer or because of its acts or omissions, Such audit may be conducted no more than once per quarter,
the relevant timescale shall be amended to take into account at Plotbox's expense, and this right shall be exercised with
such delay. If Plotbox can demonstrate that the delay has reasonable prior notice, in such a manner as not to
resulted in an increase in cost to Plotbox in carrying out the substantially interfere with the Customer's normal conduct of
Work or providing the Services, Plotbox may, at its sole business; (g) if any of the audits referred to in clause 4.2(f)
discretion, notify the Customer that it wishes to increase reveal that any password has been provided to any individual
the Project Fees and/or Subscription Fees by an amount not who is not an Authorised User, then without prejudice to
exceeding any such demonstrable cost.Plotbox shall add such Plotbox's other rights, the Customer shall promptly disable
amount to its fees accordingly,which additional amount shall such passwords and Plotbox shall not issue any new
be payable in accordance with the Payment Terms. passwords to any such individual; and (h) if any of the audits
3.5. The Customer shall carry out the Acceptance Tests, in referred to in clause 4.2(f) reveal that the Customer has
conjunction with Plotbox, promptly following Plotbox's underpaid Subscription Fees to Plotbox, then without
confirmation that the Services are available for acceptance prejudice to Plotbox's other rights,the Customer shall pay to
testing. If the Services do not substantially conform to the Plotbox an amount equal to such underpayment as calculated
Documentation, the Customer shall promptly provide in accordance with the prices set out in the Commercial
Plotbox with written notice to this effect, giving details of Terms within 10 Business Days of the date of the relevant
the non-conformance. Plotbox shall, as appropriate, remedy audit.
the non-conformance and the relevant test(s) shall be 4.3. The Customer shall not access,store,distribute or transmit any
completed within a reasonable time. Acceptance of the Viruses, or any material during the course of its use of the
Services shall be deemed to have occurred on whichever is the Services that:(a)is unlawful,harmful,threatening,defamatory,
earliest of: (a) the signing by the Customer of an acceptance obscene,infringing,harassing or racially or ethnically offensive;
certificate; (b) the expiry of 5 (five) days after Plotbox has (b) facilitates illegal activity; (c) depicts sexually explicit
made the Services available for the Acceptance Tests;or(c) images; (d) promotes unlawful violence; (e) is discriminatory
the use by the Customer (or any Authorised User) of the based on race, gender, colour, religious belief, sexual
Services in the normal course of business. orientation,disability;or(f)in a manner that is otherwise illegal
3.6. Plotbox shall be given an extension of time for performance of or causes damage or injury to any person or property; and
the Work if:(a)a force majeure event occurs;or(b)a variation Plotbox reserves the right,without liability or prejudice to its
to the Work or Services is made at the Customer's request; or other rights to the Customer,to disable the Customer's access
(c) a delay is caused in whole or part by an action or to any material that breaches the provisions of this clause.
omission of the Customer or its employees,agents or third 4.4. The Customer shall not: (a) except as may be allowed by
party contractors. any applicable law which is incapable of exclusion by
agreement between the parties: (i) and except to the extent
4. USER SUBSCRIPTIONS expressly permitted under the Agreement, attempt to copy,
4.1. Subject to the Customer paying the Project Fees purchasing modify,duplicate,create derivative works from,frame, mirror,
the User Subscriptions in accordance with the Payment Terms republish,download,display,transmit,or distribute all or any
and clause 11, the restrictions set out in this clause 4 and portion of the Software and/or Documentation(as applicable)
the other terms and conditions of the Agreement, Plotbox in any form or media or by any means; or (ii) attempt to
hereby grants to the Customer a non-exclusive, non- reverse compile, disassemble, reverse engineer or otherwise
transferable right to permit the Authorised Users to use the reduce to human-perceivable form all or any part of the
Services and the Documentation during the Subscription Term Software; or (b) access all or any part of the Services and
solely for the Customer's internal business operations, more Documentation in order to build a product or service which
particularly the collating and management of cemetery data. competes with the Services and/or the Documentation; or(c)
4.2. In relation to the Authorised Users, the Customer use the Services and/or Documentation to provide services to
undertakes that:(a)the maximum number of Authorised Users third parties;or(d)subject to clause 23, license, sell, rent,
that it authorises to access and use the Services and the lease, transfer, assign, distribute, display, disclose, or
Documentation shall not exceed the number of User otherwise commercially exploit, or otherwise make the
Services and/or Documentation available to any third party
except the Authorised Users; or (e) attempt to obtain, or
assist
third parties in obtaining, access to the Services and/or of the Customer,its agents,sub-contractors,consultants or
Documentation,other than as provided under this clause 4. employees,Plotbox shall not be liable for any costs, charges
4.5. The Customer shall use all reasonable endeavours to prevent or losses sustained or incurred by the Customer that arise
any unauthorised access to,or use of,the Services and/or the directly or indirectly as a result of such delay.
Documentation and, in the event of any such unauthorised 6.9. Subject to the remainder of this clause 6, if there is a delay
access or use,promptly notify Plotbox. in the Completion Date upon which the Services are to be made
4.6. The rights provided under this clause 4 are granted to the available by Plotbox for Acceptance Tests,the Customer shall,
Customer only, and shall not be considered granted to any upon giving Plotbox 14 days'notice to that effect, and allowing
affiliate, subsidiary or holding company of the Customer or it such 14 day period to remedy the delay, be entitled to
other entity connected to the Customer. terminate the Agreement or(by way of sole remedy) seek a
5% reduction in the Project Fees for each week that the
5. ADDITIONAL USER SUBSCRIPTIONS Completion Date is delayed beyond the 14 day period following
5.1. Subject to clause 5.2 and clause 5.3, the Customer may, the Acceptance Date.
from time to time during any Subscription Term, purchase
additional User Subscriptions in excess of the number set 7. CUSTOMER DATA
out in the Commercial Terms and Plotbox shall grant access 7.1. The Customer shall own all right,title and interest in and to
to the Services and the Documentation to such additional all of the Customer Data and shall have sole responsibility
Authorised Users in accordance with the provisions of the for the legality,reliability,integrity,accuracy and quality of the
Agreement. Customer Data.
5.2. If the Customer wishes to purchase additional User 7.2. In the event of any loss or damage to Customer Data, the
Subscriptions,the Customer shall notify Plotbox in writing. Customer's sole and exclusive remedy shall be for PlotBox
Plotbox shall evaluate such request for additional User to use commercially reasonable efforts to restore the lost or
Subscriptions and respond to the Customer with approval or damaged Customer Data from the latest back-up of such
rejection of the request (such approval not to be Customer Data maintained by PlotBox in accordance with
unreasonably withheld). its archiving procedure.PlotBox shall not be responsible for any
5.3. If Plotbox approves the Customer's request to purchase loss, destruction, alteration or disclosure of Customer Data
additional User Subscriptions, the Customer shall, within 30 caused by any third party or any damages (whether direct,
days of the date of Plotbox's invoice, pay to Plotbox the indirect or consequential)suffered as a result. Customer agrees
relevant fees for such additional User Subscriptions (based to maintain its own backup copy of Customer Data in the form
on Plotbox's then prevailing rates at the point at which it was held by Customer prior to providing it to Plotbox for
such request is made)and,if such additional User Subscriptions processing under this Agreement.
are purchased by the Customer part way through the Initial 7.3. If PlotBox processes any personal data on the Customer's
Subscription Term or any Renewal Period(as applicable), such behalf when performing its obligations under this
fees shall be pro-rated for the remainder of the Initial Agreement, the parties record their intention that the
Subscription Term or then current Renewal Period (as Customer shall be the data controller and PlotBox shall be
applicable). a data processor and in any such case: (a) the Customer
acknowledges and agrees that,subject to PlotBox notifying the
6. SERVICES Customer of such transfer or storage in advance,the personal
6.1. Plotbox shall, during the Subscription Term, provide the data may be transferred or stored outside the EEA or the
Services and make available the Documentation to the country where the Customer and the Authorized Users are
Customer on and subject to the terms of the Agreement. located in order to carry out the Services and PlotBox's other
6.2. Plotbox shall use commercially reasonable endeavours to make obligations under this Agreement; (b) the Customer shall
the Services available during the Service Hours,except for ensure that the Customer is entitled to transfer the relevant
unscheduled maintenance provided that Plotbox has used personal data to PlotBox so that PlotBox may lawfully use,
reasonable endeavours to give the Customer notice in process and transfer the personal data in accordance with this
advance. Agreement on the Customer's behalf; (c) the Customer shall
6.3. If using Internet Explorer,the Customer must have at least ensure that the relevant third parties have been informed
version 9 installed, as earlier versions than this are not of, and have given their consent to, such use, processing,
supported by the Services. However, whichever browser is and transfer as required by all applicable data protection
used to access the Services, it is recommended that the legislation;and
latest version is installed. (d) each party shall take appropriate technical and
6.4. In terms of support provision Plotbox shall use all reasonable organizational measures against unauthorized or unlawful
endeavours to provide support in accordance with Appendix processing of the personal data or its accidental loss,
2 to the SOW. destruction or damage
6.5. In the event that any member of staff providing any services 7.4. The Customer hereby grants PlotBox permission to use,store,
under the Agreement is unable to provide such services for publish,distribute,and publicly display as part of its genealogy
a prolonged period for any reason then Plotbox shall, within portal at www.discovereverafter.com,the Customer Data,for
a reasonable period, replace such staff member with an the purposes of public searching and family history research,
individual in a similar role or with similar experience to the staff provided that this permission may be withdrawn by the
member whom they are replacing. Customer at any time by providing PlotBox with written notice
6.6. Plotbox shall deliver the Services to the Customer (subject to that effect or upon cancellation of this contract.
to the Customer complying with its obligations hereunder)
in accordance with the timeline specified in the Documentation. 8. THIRD PARTY PROVIDERS
6.7. The Customer shall provide, for Plotbox, its agents, sub- The Customer acknowledges that the Services may enable
contractors,consultants and employees,in a timely manner, or assist it to access the website content of, correspond
access to all information and materials as Plotbox requires to with, and purchase products and services from, third parties
perform its obligations under the Agreement and shall via third-party websites and that it does so solely at its own
ensure that such information and materials are accurate and risk. Plotbox makes no representation or commitment and
up-to-date. shall have no liability or obligation whatsoever in relation to the
content or use of, or correspondence with, any such third-
Agreement6.8. If Plotbox's performance of its obligations under the
is prevented or delayed by any act or omission party website, or any
transactions completed, and any contract entered into by telecommunications links from its systems to Plotbox's
the Customer (including those entailing any transfer of data centres,and all problems,conditions,delays,delivery
Personal Data), with any such third party. Any contract failures and all other loss or damage arising from or
entered into and any transaction completed via any relating to the Customer's network connections or
third-party website is between the Customer and the telecommunications links or caused by the internet.
relevant third party,and not Plotbox. Plotbox recommends
that the Customer refers to the third party's website terms 11. CHARGES AND PAYMENT
and conditions and privacy policy prior to using the relevant 11.1. The Customer shall pay the Project Fees and
third-party website. Plotbox does not endorse or approve Subscription Fees to Plotbox for the User Subscriptions
any third-party website nor the content of any of the in accordance with the Payment Terms.
third-party website made available via the Services. 11.2. If PlotBox has not received payment within 30 days
after the due date, and without prejudice to any other
9. SUPPLIER'S OBLIGATIONS rights and remedies of PlotBox: (a) PlotBox may, without
9.1. Plotbox undertakes that the Services will be performed liability to the Customer,disable the Customer's password,
substantially in accordance with the Documentation and account and access to all or part of the Services and
with reasonable skill and care. PlotBox shall be under no obligation to provide any or
9.2. The undertaking at clause 9.1 shall not apply to the all of the Services while the invoice(s)concerned remain
extent of any non-conformance which is caused by use of unpaid;and(b) interest shall accrue on a daily basis on
the Services contrary to Plotbox's instructions, or such due amounts at an annual rate equal to 12%(or if
modification or alteration of the Services by any party other lower,the maximum rate permitted by law),commencing
than Plotbox or Plotbox's duly authorised contractors or on the due date and continuing until fully paid, whether
agents. If the Services do not conform with the foregoing before or after judgment.
undertaking,Plotbox will,at its expense,use all reasonable 11.3. All amounts and fees stated or referred to in the
commercial endeavours to correct any such non- Agreement: (a) shall be payable in US Dollars; (b) are,
conformance promptly, or provide the Customer with an subject to clause 15.4, non-cancellable and non-
alternative means of accomplishing the desired refundable.
performance.Such correction or substitution constitutes 11.4. Reimbursement of any travel costs or travel-related
the Customer's sole and exclusive remedy for any breach expenses permitted under this Agreement shall be limited to
of the undertaking set out in clause 9.1. Notwithstanding those permitted under Section 112.061, Florida Statutes.
the foregoing, Plotbox: Customer shall not be liable for any expenses that exceed
(a) does not warrant that the Customer's use of the those allowed by Section 112.061, Florida Statutes,or that
Services will be uninterrupted or error-free; or that the were not approved in writing in advance by Customer.
Services, Documentation and/or the information Plotbox shall not commence work on any new SOW or work
obtained by the Customer through the Services will meet authorization until receipt of a purchase order and written
the Customer's requirements;and(b)is not responsible for notice to proceed by Customer.
any delays, delivery failures, or any other loss or damage 11.5. Intentionally Omitted.
resulting from the transfer of data over communications 11.6. Intentionally Omitted.
networks and facilities, including the internet, and the
12. PROPRIETARY RIGHTS
Customer acknowledges that the Services and The Customer acknowledges and agrees that Plotbox
Documentation may be subject to limitations, delays and and/or its licensors own all intellectual property rights in
other problems inherent in the use of such communications the Services and the Documentation. Except as expressly
facilities.
9.3. The Agreement shall not prevent Plotbox from entering into stated herein,the Agreement does not grant the Customer
any rights to,or in,patents,copyright,database right,trade
similar agreements with third parties, or from secrets, trade names, trademarks (whether registered or
independently developing, using, selling or licensing
documentation, products and/or services which are unregistered), or any other rights or licences in respect
of the Services or the Documentation. Plotbox represents
similar to those provided under the Agreement.
and warrants that at the time of entering into this
10. CUSTOMER'S OBLIGATIONS Agreement, no claims have been asserted against Plotbox
10.1. The Customer shall provide Plotbox with (i) all necessary (whether or not any action or proceeding has been
co-operation in relation to the Agreement; and (ii) all brought)that allege that any part of the Software infringes
necessary access to such information as may be required or misappropriates any patent, copyright, mask copyright,
by Plotbox; in order to provide the Services, including or any trade secret or other intellectual or proprietary right
but not limited to Customer Data, security access of a third party, and that Plotbox is unaware of any such
information and configuration services; (a) comply with potential claim. Plotbox also agrees, represents, and
all applicable laws and regulations with respect to its warrants that the Software, Services, and support and
activities under the Agreement; (b) carry out all other maintenance to be provided pursuant to this Agreement
Customer responsibilities set out in the Agreement in a will not infringe or misappropriate any patent, copyright,
mask copyright,or any trade secret or other intellectual or
timely and efficient manner. In the event of any delays in proprietary right of a third party.Plotbox shall defend at its
the Customer's provision of such assistance as agreed by
the parties, Plotbox may adjust any agreed timetable or own expense any claim brought against Customer by a
deliveryschedule as reasonablynecessary; third party in a court of competent jurisdiction alleging that
(c) ensure that the Software infringes such third party's copyright, United
the Authorised Users use the Services and the States patent,or registered trademark or misappropriates
Documentation in accordance with the terms and
conditions of the Agreement and shall be responsible for such third party's trade secrets, and shall indemnify and
any Authorised User's breach of the Agreement;(d)obtain hold Customer harmless from and against those costs and
and shall maintain all necessary licences, consents, and damages awarded to such third party, or agreed to by
permissions necessary for Plotbox, its contractors and Plotbox in a monetary settlement, that are specifically
attributable to such claim. The foregoing obligations of
agents to perform their obligations under the Agreement, Plotbox are subject to Customer notifying Plotbox promptly
including without limitation the Services; (e) ensure that
is network and systems comply with the relevant in writing of such claim,providing Plotbox sole control over
specifications provided by Plotbox from time to time;and the defense and settlement thereof (provided, however,
be solelyresponsible for Customer may participate in the defense or settlement of
(f) p procuring and maintaining such claim at its own expense with counsel of its choice),
its network connections
and and providing all information and assistance reasonably
requested by Plotbox in connection therewith.
Notwithstanding the foregoing, Plotbox shall have no any and all claims,causes of action,losses,fines,penalties,
obligation or liability for any claim to the extent arising out damages, judgments, and liabilities of any kind, including
of or resulting in whole or in part from:(i)unauthorized use attorneys'fees,litigation expenses,and court costs,relating
or misuse of the Software by Customer or its Users; (ii) to the nondisclosure of any Confidential Information in
modifications to the Software not made by Plotbox; (iii) response to a records request by a third party .The
blueprints, designs or other materials supplied by Customer acknowledges that details of the Services,and
Customer;(iv)combination of the Software with hardware, the results of any performance tests of the Services,
software or other items not supplied by Plotbox;(v)use of constitute Plotbox's Confidential Information.
the Software as part of a Customer or third party method 13.6. Plotbox acknowledges that the Customer Data is the
or system; (vi) use of an unsupported version of the Confidential Information of the Customer, save to the
Software; (vii) the specific data or type(s) of data input, extent it is agreed or known by the Customer to be
processed or stored by Customer using the Software; or disclosed or processed by Plotbox pursuant to Clause 7.
(viii) any third party products and services bundled or 13.7. No party shall make, or permit any person to make, any
integrated with the Software or otherwise made available public announcement concerning the Agreement without
by Plotbox to Customer(it being understood such products the prior written consent of the other parties(such consent
and services are subject to the license and terms of the not to be unreasonably withheld or delayed), except as
respective third party suppliers,and are warranted if at all required by law, any governmental or regulatory authority
only as expressly provided by such suppliers). In the event (including, without limitation, any relevant securities
Plotbox has reason to believe that the Software is or may exchange), any court or other authority of competent
become subject to an infringement claim, in addition to jurisdiction. Notwithstanding anything in this section to the
Plotbox's indemnification obligation,Plotbox shall have the contrary,none of the provisions relating to confidentiality or
right to modify the Software so that it becomes non- confidential information shall in any way act to limit,restrict,
infringing, to secure the right for Customer to continue or prohibit Customer from complying with any of its
using the Software, or, if the foregoing options are not obligations as a public entity under Florida's Public Records
commercially practicable, as determined by Plotbox in its Act,Chapter 119,Florida Statutes.
reasonable discretion,to terminate this Agreement and/or
the corresponding SOWand accept return of the Software 14. INDEMNITY
in exchange for a prorated refund of any prepayments 14.1. The Customer shall defend, indemnify and hold harmless
made by Customer in respect of the remaining subscription Plotbox against claims, actions, proceedings, losses,
period after the date of termination. damages, expenses and costs (including without limitation
court costs and reasonable legal fees) arising out of or in
13. CONFIDENTIALITY connection with the Customer's use of the Services and/or
13.1. Each party may be given access to Confidential Information Documentation, provided that: (a) the Customer is given
from the other party in order to perform its obligations prompt notice of any such claim; (b) Plotbox provides
under the Agreement. A party's Confidential Information reasonable co-operation to the Customer in the defence
shall not be deemed to include information that: (a) is or and settlement of such claim, at the Customer's expense;
becomes publicly known other than through any act or and (c) the Customer is given sole authority to defend or
omission of the receiving party;(b)was in the other party's settle the claim. Notwithstanding anything in this section,
lawful possession before the disclosure; (c) is lawfully Customer is a municipal corporation of the State of Florida
disclosed to the receiving party by a third party without and has sovereign immunity from certain claims under
restriction on disclosure;(d)is independently developed by Florida law, including Section 768.28, Florida Statutes. If
the receiving party, which independent development can Customer is required to indemnify Plotbox under this
be shown by written evidence; or (e) is required to be Agreement, the limitations on tort liability under Section
disclosed by law, by any court of competent jurisdiction 768.28, Florida Statutes, shall be the applicable limitations
or by any regulatory or administrative body. for Customer's indemnification obligations under this
13.2. Each party shall hold the other's Confidential Information Agreement, regardless of the nature or basis of the claim
in confidence and, unless required by law, not make asserted. Except to the extent sovereign immunity may be
the other's Confidential Information available to any third deemed waived by entering into this Agreement, nothing
party, or use the other's Confidential Information for any herein is intended to serve as a waiver of sovereign
purpose other than the implementation of the Agreement. immunity by Customer nor shall anything included herein be
construed as consent by Customer to be sued by third
13.3. Each party shall take all reasonable steps to ensure that the parties in any matter arising out of this Agreement.
other's Confidential Information to which it has access 14.2. Subject to clause 15, Plotbox shall defend the Customer,
is not disclosed or distributed by its employees or agents in its officers,directors and employees against any claim that
violation of the terms of the Agreement. the Services or Documentation infringe any U.S. patent
13.4. Neither party shall be responsible for any loss,destruction, effective as of the Effective Date, copyright, trade mark,
alteration or disclosure of Confidential Information database right or right of confidentiality, and shall
caused by any third party. indemnify the Customer for any amounts awarded
13.5. Any material submitted to Customer that Plotbox contends against the Customer in judgment or settlement of such
constitutes or contains Confidential Information, trade claims,provided that:
secrets, or is otherwise exempt from production under (a) Plotbox is given prompt notice of any such claim; (a)the
Florida public records laws (including Chapter 119, Florida Customer provides reasonable co-operation to Plotbox in
Statutes) must be separately submitted and conspicuously the defence and settlement of such claim, at Plotbox's
labeled "EXEMPT FROM PUBLIC RECORD PRODUCTION expense;and(b)Plotbox is given sole authority to defend
TRADE SECRET." In addition, Plotbox must, simultaneous or settle the claim.
with the submission of any Confidential Information, 14.3. In the defence or settlement of any claim, Plotbox may
provide a sworn declaration or affidavit from a person with procure the right for the Customer to continue using the
personal knowledge attesting that the Trade Secret Services, replace or modify the Services so that they
Materials constitute trade secrets under Section 688.002, become non-infringing or, if such remedies are not
Florida Statutes,and stating the factual basis for same. If a reasonably available, terminate the Agreement on 2
third party submits a request to Customer for records Business Days' notice to the Customer without any
designated by Plotbox as Confidential, Customer shall additional liabilityobligation
refrain from disclosing the Confidential Information,unless or B ation to pay liquidated
damages or other additional costs to the Customer.
otherwise ordered by a court of competent jurisdiction or 14.4. In no event shall Plotbox, its employees, agents and
authorized in writing by Plotbox. Plotbox shall indemnify sub-contractors be liable to the Customer to the extent that
and defend Customer and its employees and agents from the alleged infringement is based on:(a)a modification of
the Services or Documentation by anyone other than Periods shall constitute the Subscription Term.
Plotbox; or (b) the Customer's use of the Services or Without affecting any other right or remedy available to it,
Documentation in a manner contrary to the instructions either party may terminate this Agreement with immediate
given to the Customer by Plotbox; or (c) the Customer's effect by giving written notice to the other party if: (a)the
use of the Services or Documentation after notice of the other
alleged or actual infringement from Plotbox or any party fails to pay any amount due under this
Agreement on the due date for payment and remains in
appropriate authority. default not less than 14 days after being notified in
14.5. The foregoing, and clause 15.4(b) states the Customer's writing to make such payment;(b)the other party commits
sole and exclusive rights and remedies, and Plotbox's a material breach of any other term of this Agreement
(including Plotbox's employees', agents' and sub- which breach is irremediable or (if such breach is
contractors') entire obligations and liability, for remediable)fails to remedy that breach within a period of
infringement of any patent,copyright,trade mark,database 30 days after being notified in writing to do so;(c)the other
right or right of confidentiality.
party suspends,or threatens to suspend, payment of its
debts or is unable to pay its debts as they fall due or
15. LIMITATION OF LIABILITY admits inability to pay its debts or is deemed unable to
15.1. This clause 15 sets out the entire financial liability of pay its debts; (d) an application is made to court, or an
Plotbox (including any liability for the acts or omissions order is made, for the appointment of an administrator,
of its employees, agents and sub-contractors) to the receiver, or bankruptcy trustee over the party; or (e) the
Customer: (a) arising under or in connection with the other party suspends or ceases, or threatens to suspend
Agreement; (b) in respect of any use made by the or cease, carrying on all or a substantial part of its business
Customer of the Services and Documentation or any relevant to performance under this Agreement.
part of them; and (c) in respect of any representation, 16.2. On termination of the Agreement for any reason: (a) all
statement or tortious act or omission (including licences granted under the Agreement shall immediately
negligence) arising under or in connection with the terminate; (b) each party shall return and make no further
Agreement. use of any equipment,property, Documentation and other
15.2. Except as expressly and specifically provided in the items (and all copies of them) belonging to the other party
Agreement: (a) the Customer assumes sole responsibility provided that nothing in this section shall prevent Customer
for results obtained from the use of the Services and the from complying with Florida's Public Records Law retention
Documentation by the Customer, and for conclusions requirements;
drawn from such use.Plotbox shall have no liability for any (c)Plotbox may destroy or otherwise dispose of any of the
damage caused by errors or omissions in any information, Customer Data in its possession unless Plotbox receives,
instructions or scripts provided to Plotbox by the no later than 30 days after the effective date of the
Customer in connection with the Services, or any actions termination of the Agreement, a written request for the
taken by Plotbox at the Customer's direction; (b) all delivery to the Customer of the then most recent back-
warranties,representations,conditions and all other terms up of the Customer Data. Plotbox shall use reasonable
of any kind whatsoever implied by statute or common law commercial endeavours to deliver the back-up to the
are, to the fullest extent permitted by applicable law, Customer within 30 days of its receipt of such a written
excluded from the Agreement;and(c)the Services and the request, provided that the Customer has, at that time,
Documentation are provided to the Customer on an"as is" paid all fees and charges outstanding at and resulting from
basis. termination(whether or not due at the date of termination);
15.3. Nothing in the Agreement excludes the liability of Plotbox: and(d)any rights,remedies,obligations or liabilities of the
(a) for death or personal injury caused by Plotbox's parties that have accrued up to the date of termination,
negligence; or (b) for fraud or fraudulent including the right to claim damages in respect of any
misrepresentation. breach of the agreement which existed at or before the
15.4. Subject to clauses 15.2 and 15.3:(a)Plotbox shall not be date of termination shall not be affected or prejudiced
liable whether in tort(including for negligence or breach of
statutory duty),contract,misrepresentation,restitution or 17. FORCE MAJEURE
otherwise for any loss of profits, loss of business, Plotbox shall have no liability to the Customer under the
depletion of goodwill and/or similar losses or loss or Agreement if it is prevented from or delayed in
corruption of data or information, or pure economic performing its obligations under the Agreement, or from
loss,or for any special,indirect or consequential loss,costs, carrying on its business, by acts, events, omissions or
damages, charges or expenses however arising under the accidents beyond its reasonable control,including,without
Agreement;and (b) Plotbox's total aggregate liability in limitation, strikes, lock-outs or other industrial disputes
contract, misrepresentation, restitution or otherwise, (whether involving the workforce of Plotbox or any other
arising in connection with the performance or party), failure of a utility service or transport or
contemplated performance of the Agreement shall be telecommunications network, act of God, war, epidemic,
limited to the total amount paid by the Customer to pandemic, riot, civil commotion, malicious damage,
Plotbox under the Agreement during the 12 months compliance with any law or governmental order, rule,
immediately preceding the date on which the claim arose. regulation or direction, accident, breakdown of plant or
machinery, fire, flood, storm or default of suppliers or sub-
16. TERM AND TERMINATION contractors, provided that the Customer is notified of such
16.1. The Agreement shall, unless otherwise terminated as an event and its expected duration.If such a force majeure
provided in this clause 16,commence on the Effective Date event prevents,hinders or delays Plotbox's performance of
and shall continue for the Initial Subscription Term and, its obligations for a continuous period of more than three
thereafter, the Agreement shall (subject to the parties (3)months,the Customer may terminate the Agreement by
reaching agreement on the level of fees payable) be giving one(1)months'notice to Plotbox.
automatically renewed for successive periods of 12 months
(each a Renewal Period), if the Customer provides its 18. VARIATION
written consent to renewal no later than 30 days prior to No variation of the Agreement shall be effective unless it
the end of the then current Initial Subscription Term or is in writing and signed by the parties (or their authorised
Renewal Period. If it does not, then the Agreement shall representatives)and appended to the Agreement.
terminate upon the expiry of the applicable Initial
Subscription Term or Renewal Period, unless otherwise 19. WAIVER
terminated in accordance with its provisions. The Initial No failure or delay by a party to exercise any right or
Subscription Term together with any subsequent Renewal remedy provided under the Agreement or by law shall
constitute a waiver of that or any other right or remedy,nor supersede any previous arrangement, understanding or
shall it prevent or restrict the further exercise of that or any agreement between them relating to the subject matter
other right or remedy. No single or partial exercise of such they cover.
right or remedy shall prevent or restrict the further 23.2. Each of the parties acknowledges and agrees that in
exercise of that or any other right or remedy. entering into the Agreement it does not rely on any
undertaking, promise, assurance,
20. COUNTERPARTS statement, representation,warranty or
The SOW may be executed in any number of counterparts, understanding (whether in writing or not) of any person
each of which will be considered an original, but all of (whether party to the Agreement or not) relating to the
which together will constitute the same agreement. The subject matter of the Agreement, other than as expressly
exchange of a fully executed SOW (in counterparts or set out in the Agreement.
otherwise)by electronic transmission shall be sufficient to
bind the parties to the terms and conditions of the 24. ASSIGNMENT
Agreement. 24.1. Neither party shall,without the prior written consent of the
other party, assign, transfer, charge, sub-contract or deal
21. RIGHTS AND REMEDIES in any other manner with all or any of its rights or
Except as expressly provided in the Agreement, the obligations under the Agreement.
rights and remedies provided under the Agreement are in
addition to, and not exclusive of, any rights or remedies 25. NO PARTNERSHIP OR AGENCY
provided by law. Nothing in the Agreement is intended to or shall operate to
create a partnership between the parties, or authorise
22. SEVERANCE either party to act as agent for the other, and neither
22.1. If any provision(or part of a provision)of the Agreement is party shall have the authority to act in the name or on
found by any court or administrative body of competent behalf of or otherwise to bind the other in any way
jurisdiction to be invalid,unenforceable or illegal,the other (including, but not limited to, the making of any
provisions shall remain in force. representation or warranty, the assumption of any
22.2. If any invalid, unenforceable or illegal provision would be obligation or liability and the exercise of any right or
valid, enforceable or legal if some part of it were power).
deleted, the provision shall apply with whatever
modification is necessary to give effect to the commercial 26. THIRD PARTY RIGHTS
intention of the parties. The Agreement does not confer any rights on any person
or party(other than the parties to the Agreement and,
23. ENTIRE AGREEMENT where applicable, their successors and permitted
23.1. The Agreement, and any documents referred to in it, assigns) pursuant to the Contracts (Rights of Third
constitute the whole agreement between the parties and Parties)Act 1999.
27. NOTICES
27.1. Any notice required to be given under the Agreement shall
be in writing and shall be delivered by hand or sent by
pre-paid first-class post or recorded delivery
post to the other party at its address set out in
the Agreement, or such other address as may
have been notified by that party for such
purposes.
27.2. A notice delivered by hand shall be deemed to have been
received when delivered(or if delivery is not in business hours,
at 9am on the first business day following delivery). A
correctly addressed notice sent by pre-paid first-class post
or recorded delivery post shall be deemed to have been
received at the time at which it would have been delivered in
the normal course of post.
28. GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in
connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of the
State of New York exclusive of conflict or choice of law rules
but inclusive of applicable federal law,including the Federal
Arbitration Act. Notwithstanding any other choice of law
provision herein, Florida law shall govern any claim or
defense relating to Customer's public records obligations or
sovereign immunity as a municipal corporation of the State
of Florida.Any dispute,controversy or claim arising out of or
relating to this Agreement, including the formation,
interpretation, breach or termination thereof, including
whether the claims asserted are arbitrable,will be referred
to and finally determined by arbitration in accordance with
the JAMS International Arbitration Rules, using Expedited
Arbitration Procedures, available at www.jamsadr.com. In
any arbitration arising out of or related to this Agreement,
the arbitrator(s) may not award any incidental, indirect or
consequential damages, including damages for lost profits.
The Tribunal will consist of one (1) arbitrator. The place of
arbitration will be New York,NY.The language to be used in
the arbitral proceedings will be English.Judgment upon the
award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof.
29. ADDITIONAL TERMS
(a)Data and Privacy.Plotbox shall comply with all applicable data
and privacy laws and regulations, including without limitation
Section 501.171,Florida Statutes,and shall ensure that Customer
data processed,transmitted,or stored by Plotbox is not accessed,
transmitted,or stored outside the United States.Plotbox shall not
sell, market,publicize,distribute,or otherwise make available to
any third party any personal identification information(as defined
by Sections 501.171, 817.568, or 817.5685, Florida Statutes, as
amended)that Plotbox may receive or otherwise have access to in
connection with this Agreement, unless expressly authorized in
advance by Customer. If applicable and requested by Customer,
Plotbox shall ensure that all hard drives or other storage devices
and media that contained Customer data have been wiped in
accordance with the then-current best industry practices,
including without limitation DOD 5220.22-M, and that an
appropriate data wipe certification is provided to the satisfaction
of the Customer.
(b)Entities of Foreign Concern.Plotbox represents and certifies:(i)
Plotbox 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 Plotbox;and(iii) Plotbox 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 of this Agreement,Plotbox and any subcontractor
that will have access to personal identifying information shall
submit to Customer executed affidavit(s)under penalty of perjury,
in a form approved by Customer 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 for purposes of Paragraph 8.
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.
(c) Ownership. Plotbox represents and warrants that it is the
owner of all right,title,and interest in and to the Software,or that
it has the right to grant to Customer the rights and the licenses
granted under this Agreement,and that Plotbox has not knowingly
granted rights or licenses to any other person or entity that would
restrict rights and licenses granted hereunder,except as may be
expressly stated herein.
(d) Warranty Regarding Viruses. Plotbox further represents,
warrants, and agrees that the Software is free from currently-
known viruses or malicious software(at the time the Software and
any subsequent versions thereof are provided to Customer),and
that Plotbox has and will continue, for the full term of this
Agreement,to use commercially reasonable security measures to
ensure the integrity of the Software from data leaks, hackers,
denial of service attacks,and other unauthorized intrusions.If the
Software accepts,transmits,or stores any credit cardholder data,
(e) ADA Compliance. Plotbox represents and warrants that the
Software is, and for the duration of the Agreement will remain,
fully accessible and compliant with the Americans with Disabilities
Act,42 U.S.C. § 12101, Section 504 of the Rehabilitation Act of
1973, and all other Applicable Law, and that the Products and
System meet or exceed the World Wide Web Consortium/Web
Content Accessibility Guidelines(WCAG)2.1 Level AA standard or
any higher standard as may be adopted by the International
Organization for Standardization.
(f) Public Entity Crime Act. Plotbox 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. Plotbox
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 Plotbox has been
placed on the convicted vendor list.
(g) Discriminatory Vendor and Scrutinized Companies Lists;
Countries of Concern. Plotbox 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.Plotbox represents and certifies that it is not,and for the
duration of the Term will not be, ineligible to contract with
Customer on any of the grounds stated in Section 287.135,Florida
Statutes.Plotbox represents that it is,and for the duration of the
term of the Agreement will remain, in compliance with Section
286.101,Florida Statutes.
(h)Verification of Employment Eligibility.Plotbox represents that
Plotbox 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 Plotbox violates this
section,Customer may immediately terminate this Agreement for
cause and Plotbox shall be liable for all costs incurred by Customer
due to the termination.
(i)Insurance.Plotbox shall purchase from and maintain during the
term of the Agreement, and any additional period required,the
following insurance:
(a) Comprehensive General Liability insurance in an amount not
less than $1,000,000.00 Combined Single Limit per each
occurrence, not less than $1,000,000 Products-comp/op
aggregate, and not less than $1,000,000 Personal &Advertising
Injury aggregate.
(b) Worker's Compensation and Employer's Liability Insurance
with limits of Employer's Liability Insurance not less than$500,000
"each accident," $500,000 "disease policy limit," and $500,000
"disease each employee".
(c)Cyber Liability insurance including network security and privacy
liability with not less than $1,000,000 per loss and shall include
coverage for claims arising from:information theft,dissemination
and/or use of confidential information stored or transmitted in
electronic form,unauthorized access to,use of,or tampering with
computer systems including hacker attack, the introduction of a
computer virus into,or otherwise causing damage to,a computer
or computer system or network and the data, software and
programs thereon, infringement or intellectual
property/copyright, trademark, invasion of privacy violations,
release of confidential and/or private information, extortion, or
inability of an authorized party to gain access to your services,
including denial of services.Such coverage shall be maintained for
a period of no less than the later of three (3) years after final
payment under the contract.
All insurance policies shall be issued by companies that (a) are
authorized to transact business in the State of Florida, (b) have
agents upon whom service of process may be made in Palm Beach
County,Florida,and(c)have a Best's rating of A-VI or better.
Additional Insured: All liability insurance policies shall name and
endorse the following as additional insured(s):The City of Boynton
Beach and its officers, agents, employees, and City commission
members but only to the extent that such losses result from the
negligent acts or omissions of Plotbox, its agents or employees,
during and within the scope of their employment while on the
project site (excluding liability for alarm system or monitoring
failures).
Certificate of Insurance. Plotbox shall provide Customer's Risk
Manager with a copy of the Certificate of Insurance and
endorsements evidencing the types of Insurance and coverage
required prior to the commencement of Services. It is Plotbox's
responsibility to ensure that the Customer's Risk Manager has a
current Insurance Certificate and endorsements at all times.
If Plotbox's insurance policy is a claims made policy,Plotbox shall
maintain such insurance coverage for a period of two (2) years
after the expiration or termination of this Agreement.Applicable
coverage may be met by keeping the policies in force, or by
obtaining an extension of coverage commonly known as a
reporting endorsement of tail coverage.
The provisions of this section shall survive beyond the expiration
or termination of this Agreement.
Disclosures for Plotbox Agreement
The City desires to contract with Plotbox, Inc.to obtain a software license to utilize the vendor's cemetery
and crematory management solution and related hosting and support services for the City's 2 cemeteries.
The agreement is on the vendor's form. Non-standard business and legal terms are disclosed below. By
executing this agreement, you are accepting these terms on behalf of the City.
Section Disclosure
Indemnification The City is required to indemnify Plotbox for any claims arising from the
City's use of the services or documentation it provides to Plotbox.
Annual Fee Fees must be paid on the payment due date regardless of whether the
project is fully live or not. All fees payable under the agreement are non-
refundable.
Software Configuration Plotbox will configure cemetery sections and fees using existing data, if
there are any inaccuracies in the current data, they will continue to
appear.Any subsequent data clean-up is the City's responsibility.
Additional Costs If there are unanticipated complexities or other unforeseen conditions,
Plotbox can charge the City additional fees. Additionally, if the City
requests additional services,the City will be charged a time and materials
rate, an overtime rate (if applicable), and all expenses at actual cost.
City's Data Testing Team City is required to designate data testing team members that will have
availability to dedicate 1-2 hours per day to this function during agreed
upon periods.
Training City will receive up to 9 hours of online training. If additional hours are
required, a change order process will be initiated, and City will be billed
at Plotbox's normal hourly rate. Training hours must be utilized within 1-
month of go-live.
No On-Site Support City will not receive any on-site support during go-live.
Delay in Prerequisite If City does not deliver all identified prerequisites within 4 weeks of the
Delivery agreed timeframe, then the 40% test system invoice will become
immediately payable.
Project Restart Fees If City fails to respond to Plotbox's requests (providing requested files,
providing clarification of data, completion of testing, etc.) within 15 days,
the project may be placed on hold and removed from Plotbox's schedule,
and Plotbox has the right to charge the City a project restart fee and
implement a new project schedule.
Acceptance City is deemed to have accepted the services if it does not identify issues
within 5 days after Plotbox has made the services available for the
Acceptance Tests, or if the City uses the services in the normal course of
business.
Delay in Completion If Plotbox delays the completion date due to Plotbox's actions, the City
can give Plotbox 14 days' notice to remedy the delay. If Plotbox doesn't
timely remedy the delay,the City may(i) terminate the Agreement; or(ii)
seek a 5%reduction in the project fees for each week that the completion
date is delayed.
Customer Data If Plotbox loses or damages any City data, the sole remedy is for Plotbox
to use commercially reasonable efforts to restore the lost or damaged
data from the last archived backup. Plotbox disclaims all other liability for
damages,and the City is required to maintain its own backup copy of data.
Publication of City Data City is granting Plotbox the right to publicly display data as part of
Plotbox's genealogy portal for the purpose of searching family history.
The City can withdraw this permission at any time.
Limitation of Liability Plotbox's total liability to the City for claims arising from the agreement is
the amount paid by the City during the 12 months immediately preceding
the date on which the claim arose.
Jurisdiction, Venue, and Agreement is governed by the laws of the State of New York, and requires
Arbitration the parties to resolve disputes through arbitration in New York.
Uocubign Envelope iu:yLt-8Z1f-b-sLb1-4131-11b1I-(:2butibUbUU41
P LOT 30X PLOTBOX
200 Portland Street
Boston
MA 02114
+1(857)301-7810
info( plotbox.com
April 5th, 2024
Ref: Letter for Sole Source
To Whom it may Concern,
PlotBox confirms our solution is a sole source product, developed and sold only by
PlotBox Inc (and its subsidiaries) and is not available to purchase through 3rd parties or
resellers of any kind.
To our knowledge no other company offers the same functional or non-functional
solution.
All of our technology is proprietary and designed and developed exclusively for the
management of cemeteries, crematories and funeral homes by our own in-house team.
All of the intellectual property rights from any such development is wholly owned by
PlotBox. We do not build on top of other customizable applications which are available
to clients elsewhere.
If any further information is required, please don't hesitate to contact me.
Sincerely,
,---DocuSigned by:
St M.a1(Lisft y
\—D057C 190DE 1448A
Sean McAllister
CEO
www.plotbox.com
Serving
Belfast Better
Sydney Together.