Loading...
HomeMy WebLinkAboutBack-Up DocumentsPROFESSIONAL SERVICES AGREEMENT BETWEEN GRIDICS, LLC AND THE CITY OF MIAMI, FLORIDA This Professional Services Agreement ("Agreement") is entered into and Effective this 2— 7day of 2017 ("-Effective Date-) by and between the City of Miami ("City"). a municipal corporation organized and existing under and by virtue of the laws of the State of Floridawith aii address of 444 S.W. 2'd Avenue, Miami. Florida 33130 (“City"), and Gridics, LLC with an address of 169 E. Fiagier Street. Suite 1640, Miami. FL 33131 ("Provider' or ''Gridics"). The City and Provider may hereinafter be referred to individually as "Party" or collectively. as "Parties." RECITALS: WHEREAS, the Planning and Zoning Department of the City wishes to engage the Provider to facilitate and provide the services as further described herein ("Services'): and WHEREAS. the Service(s) provided allow for site -specific zoning information for development. with an in-depth analysis of any parcel(s): and WHEREAS. Gridics and the Service(s) provided allow for a designated number of City employees to use Gridics' software applications to check development plan reviews. conduct 3D development planning scenarios, research zoning regulations and allow the City to reference Gridics' Software applications as a local zoning and real estate resource for citizens and developers: and WHEREAS, the City of Miami wishes to promote and support local start-ups as part of its innovation and open data efforts, and WHEREAS, such services will improve the Department's effectiveness for plans reviews and customer service. and WHEREAS, such services can assist the Department to maximize its internal resources, and WHEREAS, section 18-92, specifically sections 18-92(a)(2), 18-92(a)(3). and 18-92(b) of the Code of the City of Miami, as amended ("City- Code"). allow for the sole source procurement of services under $25,000.00 by the Chief Procurement Officer, if determined to be in the best interest of the City; and WHEREAS. Gridics provides a proprietary software solution and set of services that has been determined to fit the unique needs of the City since it is specifically calibrated to the Miami 2 t Zoning Code; and WHEREAS. the City and Provider desire to enter into this Agreement under the terms and conditions set forth herein: NOW, THEREFORE. in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS A. SCOPE OF SERVICES: 1. Gridics will work with the City to integrate the City's zoning code regulations into Gridics' cloud -based Zonar software application. 2. Gridics will provide designated City employees access to the Zonar software application as defined in Exhibit "A." 3. The City agrees to designate one or more employee(s) to be responsible for administering the City's digital zoning code in the Zonar software on an ongoing basis. 4. The City agrees to add a description as provided by Gridics and link to Gridics Zonar software application from the City's website located at www,miamigov.coin. 5.. The City agrees to issue ajoint press release announcing their adoption and use of Gridics' Zonar software application upon execution of this agreement. B. Gridics will provide any and all support activities necessary for the Service(s) according to the terms of this agreement and any mutually agreed upon amendment hereto. C. Provider agrees to provide the Service(s) as specifically described in this Agreement and any Exhibits associated/attached hereto. Any further increases or modifications to the Services can be mutually agreed to by the Parties and shall then be incorporated into the terms of this Agreement. D. Provider represents to the City that: (i) it possesses all qualifications- licenses. training. education, and expertise required for the provision of the Service(s), including but not limited to full qualification and ability to conduct business in Florida; (ii) it is not delinquent in the payment of any sums due the City. including payment of permits, fees. occupational licenses/business tax certificate of use fees, or any other fees whatsoever, nor is it delinquent in the performance of any obligations to the City, related or unrelated to this Agreement or any previously existing agreements; (iii) all personnel assigned to perform the Service(s) outlined herein, shall be at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) all Service(s) will be performed in the manner, at such times, and for the budgeted amounts (as applicable) as described in this Agreement, or in an manner as mutually agreed upon by the Parties in writing, and (v) each person executing this Agreement on behalf of Provider has been fully authorized to so execute the same and fully bind Provider as a Party to this Agreement. E. Provider shall give written notice to the City Manager or his designee(s) upon any changes to the City's primary contact regarding the Service(s). and shall provide the City with pertinent information about the proposed replacement contact. It is the intent of the Parties to this Agreement that the City should not be penalized by any such changes to the primary contact whose responsibility it is to respond to any issues raised by the City regarding the Service(s) provided pursuant to the terms in this Agreement. In the event that Provider changes the primary contact, Provider agrees to provide any and all such replacement contact to the City at no cost to the City. F. Provider shall at all times provide fully qualified_ competent, and mentally/physically capable employees to perform the Service(s) under this Agreement. The City may require Provider to remove any employee the City deems careless. incompetent, insubordinate, or otherwise objectionable. and who's continued Service(s) under this Agreement is not in the best interest of the City. TERM: The initial term of this Agreement shall commence on the Effective Date and shall continue in effect for an initial terns of ONE (I) year. The City Manager may extend the term of this Agreement as deemed necessary at its sole discretion, for any reason, subject to any necessary approvals by the City Commission or Procurement Code of the City. COMPENSATION: A. The initial one-year term of this Agreement will be broken down in two (2) phases: 1. The first phase shall consist of the first six months from the Effective Date (First Phase.). The First Phase shall include an initial implementation and any and all necessary training provided by Gridics. The software shall be provided at no cost to the City. 2. The second phase shall consist of the provision of the same Scope of Work and shall begin upon termination of the First Phase ("Second Phase"). Second Phase shall last for another six (6) months, Upon the completion of First Phase, Provider will invoice the City at a total not to exceed amount of S10.000, reflecting the cost of the initial software implementation and associated training. Upon commencement of the Second Phase, provider shall begin invoicing the City at a rate of $2,500.00 each month for the duration of Second Phase. The total aggregate monthly expenditures shall not exceed $15.000.00, and including the implementation and training cost. the total not to exceed amount of this Agreement and the Scope of Services as described herein shall be $25.000.00. This not to exceed amount is inclusive of any additional costs associated with the Service(s) as described in the Scope of Services section herein. Provider shall invoice the City within the first three (3) days of each month of the Term. The Provider's invoices shall comply with the "Florida Prompt Payment Act', §218.70. - 218.79. Florida Statutes. and other applicable laws. The City shall pay the fees stated in the invoices provided by Provider, according to the applicable fee schedule, upon receiving an invoice from Gridics. All invoices are due and payable under this agreement within thirty (30) days of receiving the applicable invoice. All application -dependent service fees and management shall be included in the cost of Service(s). B. If the Parties agree to separate hourly services to be provided on the City's premises or for which Gridics is otherwise required to travel, the City will reimburse Gridics for all ordinary and necessary expenses incurred in connection with the performance of such hourly. services. as mutually agreed upon by the Parties. Any additional expenses not expressly described in this Agreement shall require City- approval prior to incurring any cost by the City. C. Provider may charge the City a finance charge of 1.5% (or the maximum amount allowed by law, whichever is less) on all outstanding amounts not paid within thirty (30) days following the date of the applicable invoice. In the event any legal action is brought by a Party involved in relation to the collection of unpaid invoices. each Party shall be responsible for its own legal fees, to include but not be limited to, attorney's fees, filing fees, court costs, and/or any other directly or indirectly associated with such litigation. This provision shall survive the termination/cancellation of this Agreement. Provider agrees and understands that (i) any and all subcontractors providing Service(s) directly or indirectly related to this Agreement shall be paid through Provider and shall neither invoice directly nor be paid directly by the City, its agents. employees. or representatives. and (ii) any and all liabilities regarding such payment to, or the use of subcontractors for any of the Service(s) related to this Agreement shall be borne solely by. and the responsibility of Provider. Ct STO\(ER OBLIGATIONS: The City shall comply with the following requirements Nvhen using the Services: A. The City will make reasonable efforts to maintain backups of all information, if stored within the Service(s), in an environment separate from the Service(s) themselves. B. The City will make all reasonable efforts to not use the Service(s) to store, transmit, or transfer data that it is prohibited by any federal, state, or local law or regulation from disclosing to Provider. If the City intends to store data in the Service(s) that would subject Gridics to a penalty by way of such aforementioned regulation(s). by virtue of Providers access to the data, the City will make all reasonable efforts to notify Gridics, Should such situation arise, Provider, in its sole discretion. may have the option of discontinuing. the Service(s) without liability. except to refund any and all fees and payments made by the City for unused Service(s). C. The City agrees that it shall not will not possess, use, import, export, or resell (and will not permit the possession, use, importation, exportation, or resale of) the Service(s) or any materials provided by Provider to the City under this Agreement in any manner which would cause Provider or its Affiliates to breach any applicable export control laws, rules, or regulations of any jurisdiction (including. without limitation those of the United States). D. The City agrees that it will not use the Service(s) for any critical system. meaning. any system where failure or fault of the Service(s) could lead to death or serious bodily injury of any person, or to physical or environmental damage. These critical systems include the support of aircraft operation or other modes of human mass transportation, nuclear or chemical facilities. or medical life support devices. E. The City may not purchase, use, or access the Services for the purpose of building. a competitive product or service or for any other competitive purposes. F. The City may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions provided by Gridics. G. The City may not circumvent or attempt to circumvent any limitations that Gridics imposes on the City"s account (such as by opening up a new account to conduct a survey that Gridics has closed for a violation of the term herein). H. Unless authorized by Gridics in writing. the City may not probe, scan, or test the vulnerability of any Gridics system or network. I. Unless authorized by Gridics in writing. the City may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available. J. Unless permitted by applicable law. the City may not deny others access to, or reverse en`rineer, the Services. or attempt to do so. K. The City may not transmit any viruses. malware. or other types of malicious software. or links to such software. through the Services. L. The City may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness. stability, availability, or functionality of the Services for other users. Gridics will endeavor to notify The City of any abusive or excessive usage to provide The City with an opportunity to reduce such usage to a level acceptable to Gridics. M. The City may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity. N. The City shall make all reasonable efforts to maintain security of any and all passwords or encryption protection with respect to its account and/or the Services. SECURITY Provider warrants that all facilities used to store and process arty and all data provided by the City, if applicable, will use industry standard systems and procedures to ensure the security, integrity, and confidentiality of all data provided to it by the City, in order to protect against anticipated threats or hazards to the security or integrity of said data. and to protect against unauthorized access to or use of said data. If not specifically outlined in the City's obligations with respect to data security. Provider will maintain the security of any and all data provided to it by the City. regardless of the form, substance, or nature of said data. to the same standard of care with which it manages the security of its own data, but in any case, no less than a reasonable standard of care. The City will be solely responsible for the security of data provided to it and in its sole custody, but not yet provided to Gridics. Both Parties will use all reasonable efforts to preemptively protect the accounts, passwords, and other authentication information being utilized to access or engage in the Service(s), if applicable, to include any directly or indirectly related Gridics system. The City agrees to make all reasonable efforts to assist Provider in the mitigation and/or remedy of any breach of data should such occur. OWNERSHIP OF DOCUMENTS: CONTENT PROVIDED TO PROVIDER: INTELLECTUAL PROPERTY RIGHTS & SECURITY: USE OF SOFTWARE: A. The Parties acknowledge that the Service(s) are protected by copyright. trademark_ trade secret. and other intellectual property laws of both the United States and foreign countries. Subject to these Terms, and until termination of this Agreement. Gridics hereby grants to the City a limited. royalty -free. non-exclusive_ non -assignable, non -sub licensable, and non- transferable right and license to use the Service(s). The City shall only be granted the right to use the Service(s) for the purposes described in this Agreement and by way of specific terms in Order Forms and agreements between the City and Gridics based upon needs. Gridics reserves all other rights in the Service(s), including all rights not expressly granted in the Terms of this Agreement. All rights. titles. and interests in and to the Service(s) are and will remain the exclusive property of Gridics and its licensors. Any feedback. comments, or suggestions the City may provide regarding Gridics, or the Service, is entirely voluntary. and Gridics wilt be free to use such feedback, comments. or suggestions as Provider sees fit and without any obligation to the City. Gridics will be considered the sole author of all modifications or improvements to the Service(s), whether or not produced under this Agreement. B. Provider understands and agrees that any information, document(s), report(s), or any other material(s) whatsoever ("Information") that is given by the City to Provider, its employees, or any subcontractor. or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement, is and shall at al! tunes remain the property of the City. Provider agrees not to use or cause to be used any such information, document(s), report(s), or material(s) for any purpose other than those described herein. without the written consent of the City Manager, or his designee, which may be withheld or conditioned by the City Manager's sole discretion. Provider is permitted to make and to maintain duplicate copies of the files. records. documents. etc., with written consent by the City. if Provider determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents. records, and'or material(s) which result upon from the work and Services under this Agreement. AUDIT. INSPECTION RIGHTS. AND RECORDS RETENTION: Provider a(zrees to provide access to the City or to any of its duly authorized representatives. no more than once per year and upon at least 2 weeks' written notice, to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement, for the purpose of audit. examination. excerpts. and transcripts. The City may for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, but no more than once per year and upon at least 2 weeks' written notice. audit and inspect, or cause to be audited and inspected, those books. documents. papers. and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain any and all such books. documents. papers, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. If Provider fai Is to adhere to. or refuses to comply with, this condition. City shall have the right to immediately cancel this Agreement. AWARD OF AGREEMENT: Provider represents to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement. and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage Fee, or gift of any kind contingent upon or in connection with, the receipt of an award of this Agreement, PUBLIC RECORDS: A. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119. Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable taws. if Provider fails or refuses to comply with the provisions of this section. City shall have the right to immediately cancel this Agreement. Should any perceived conflict arise. this provision. and Chapter 119, Florida Statutes. supersedes any such confidentiality provision provided herein. B. Should Provider determine to dispute any public access provision required by Florida Statutes. then Provider shall do so at its own expense and at no cost to the City. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records. conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all such applicable federal. state, and local laws. rules, regulations, codes and ordinances, as they may be amended from time to time. Provider further agrees to include in all of Provider's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal. state. and local laws rules, regulations, codes and ordinances, as they may be amended from time to time, Ciity agrees that, as between the parties, it is solely responsible for the content of any documents or materials published by the City, if applicable, using the Services. Specifically, the City is solely responsible for compliance with applicable privacy laws, intellectual property laws, and other law s governing its redaction and publication of documents, as well any communications made to the public. if applicable, via the Service(s). INDEMNIFICATION: Provider shall indemnify, defend, and hold harmless the City and its officials, employees, and its designated third -party administrator(s) (collectively referred to as "Indemnities"). for claims and each of them from and against all loss. costs, penalties, fines. damages. claims. expenses (including attorney's fees) or liabilities (collectively referred to as ''Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of. resulting from, or in connection with (i) the negligent performance or non- performance of the Service(s) contemplated by this Agreement. whether active or passive. which is directly caused, in whole or in part, by any act. omission, default, or negligence of Provider or its employees or subcontractors (collectively referred to as "Provider"). or (ii) Provider's willful or negligent breach of the requirements herein, or of statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal, or state, in connection with the performance of this Agreement. Both Parties agree that any applicable Florida laws pertaining to or containing limits of liability for any claims directly or indirectly associated with this Agreement shall govern. Provider expressly agrees to indemnify, defend. and hold harmless the Indemnities. or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or anv of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider understands and agrees that any and all liabilities regarding, the use of any subcontractor for Service(s) related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. DEFAULT: If Provider fails to comply materially with any term or condition of this Agreement. or fails to perform in any material way any of its obligations hereunder. and fails to cure such failure within thirty (30) days after written notice by the City. then Provider shall be in default. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. TERMINATION. OBLIGATIONS UPON TERMINATION: A. The City. acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion. for convenience, at any time, by giving written notice to Provider at least forte -Five (45) calendar days prior to the effective date of such termination. In such event. the City shall pay to Provider compensation for Service(s) rendered, and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than those provided herein, and in no event shall the City be liable for anv consequential or incidental damages as a result of this Agreement or its included Service(s). B. This Agreement may be terminated. in whole or in part. at any time by mutual written consent of the parties hereto. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for anv payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred. other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. C. This Agreement rnav be terminated, in whole or in part, by either party if there has been a material default or breach on the part of the other party in any of its representations, warranties, covenants, or obligations contained in this Agreement and such default or breach is not cured within ninety (90) days following written notice from the non -breaching party. In such event. the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein. and in no event shall the City be liable for any consequential or incidental damages. D. Termination in Insolvency: Either Party may terminate this Agreement with immediate effect upon written notice if the other is, or is reasonably believed to be insolvent. An "Insolvency Event." is to mean that a Party is (i) unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation: or (iii) compounds with or contravenes a meeting of its creditors: or (iv) has a receiver or manager or an administrator appointed (or an application is made to the court for the same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which means that it may be unable to pay its debts. Notwithstanding anything to the contrary within the Agreement, any fees that the City owes to Provider for the Service(s) will become due immediately upon the occurrence of an Insolvency Event. INSURANCE: A. Provider shall at all times during the term hereof. and as approved solely by the Risk Management Department of the City of Miami, maintain such insurance coverage(s) as may be required by the City. as more particularly described in Exhibit "B," attached hereto. B. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Service(s) related to this Agreement shall be borne solely by Provider throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Service(s) related to this Agreement shall be maintained in good standing and approved by the City's Risk Management Administrator throughout the duration of this Agreement. C. Provider shall be responsible for assuring that any and all insurance certificates, if required under this Agreement. remain in full force and effect for the duration of this Agreement, including. any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof. Provider shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i} the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator: or (ii) the City may. at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Provider in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance Nvith the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement. NONDISCRIMINATION: Provider represents to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race. color. sex, religion, age, handicap, marital status. or national origin. Provider further covenants that no otherwise qualified individual shall. solely by reason of his/her race. color. sex. religion, age. handicap. marital status. or national origin, be excluded from participation in, be denied Service(s). or be subject to discrimination under any provision of this A LTreement. ASSIGNMENT: This Agreement shall not be assigned by either Party, in whole or in part, and either Party shall not assign any part of its operations, without the prior written consent of the other Party, which may be withheld or conditioned. Provider may not change or replace sub -contractors performing work under the Scope of Services identified in Exhibit '`A" without the prior written consent from the City Manager. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail. return receipt requested. addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or. if by mail, on the fifth day after being posted or the date of actual receipt. whichever is earlier. TO PROVIDER: Jason G. Doyle CEO, Gridics. LLC 169 E. Flagler Street, Suite 1640 Miami. FL 33131 With Copies to: Victoria Mendez. City Attorney TO THE CITY: Daniel J. Alfonso City Manager 444 SW 2nd Ave. I0`h Floor Miami, Florida 33130 Ann -Marie Sharpe. Director Office of the City Attorney 444 S.W. 2'd Ave.. 9'1' Floor Miami, FL 33130 Risk Management Department 444 S.W. 2nd Ave.. 9th Floor Miami, FL 33130 MISCELL.AtiEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading. that the aforementioned courts are an improper or inconvenient venue. Moreover. the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a judo trial. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami. such provision, paragraph. sentence. word or phrase shall be deemed modified to the extent necessary in order to conform with such la« s. or if not modifiable. then the same shall be deemed severable, and in either event, the remaining terns and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. Provider shall comply with all applicable laws, rules. and regulations in the performance of this Agreement. including but not limited to Eicensure. and certifications required by law for professional service providers. F. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the Parties hereto. Except as otherwise set forth herein. the City Manager shall have the sole authority to extend, to amend, or to modify this Agreement on behalf of the City. G. Gridics. upon written notice to the City. may make changes and!or improvements to the Services. Gridics may add. alter. or remove functionality° from a Service upon written notice to the City_ if Services for any reason must be temporarily suspended or discontinued, Provider will provide the City reasonable advance notice to allow for the opportunity to export a copy of any content from that Service. H. Gridics may assign the City a customer success manager ("CSM"). The CSM may review the Citv's use of the Services and the Citv's Content to assist in more effective use of the Services. including by providing reporting and usage insight. SUCCESSORS :AND ASSIGNS: This Agreement shall be binding upon the parties hereto. their heirs. executors. legal representatives, successors. or assigns. INDEPENDENT CONTRACTORS: Provider has been procured and is being engaged to provide Services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, neither Provider. nor its employees. nor any subcontractor hired by Provider to provide any Service(s) under this Agreement shall attain. nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider. its employees, or any subcontractor hired by Provider to provide any Service(s) hereunder. and Provider agrees to provide or to require subcontractorts) to provide. as applicable, workers' compensation insurance for any employee or agent of Provider rendering Service(s) to the City under this Agreement. Provider further understands and agrees that Provider's or subcontractors' use or entry upon City properties or access to the City's Information Technology systems). shall not in any way change its or their status as an independent contractor. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty, (30) days written notice. FORCE MAJEURE. A "Force Majeure Even( shall mean an --act of God.'" act of governmental body or militant authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic. riot or civil disturbance, war or terrorism. sabotage, insurrection, blockade, or embargo. In the event that either Party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The Party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so lone as such delay due to a Force Majeure Event continues. Any Party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted_ CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees that in no event shall the City be liable for, or responsible to Provider or any subcontractor, or to any other person, firm, or entity for or on account of. any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. USE OF NAME: Provider understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Provider agrees to protect any confidential information provided by the City, as allowed by applicable law, and will not release information ofa specific nature without prior written consent of the City Manager or the City Commission. The City hereby agrees that Provider may publicly disclose the City's use of the Service(s) and may identify the City as a customer in promotional materials. including press releases. Gridics shall at no time use the Cir< logo in a manner that suggests an endorsement or affiliation with the City or the City's endorsement of Gridics. its sub -contractors, agents. host partners, andior the Services(s). NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611. as amended ("City Code"). regarding conflicts of interest. Provider hereby certifies to City that no individual member of Provider. no employee. and no subcontractor under this Agreement or any immediate family member of any of the same is also a member of any board, commission. or agency of the City. Provider hereby represents and warrants to the City that throughout the term of this Agreement. Provider, its employees and its subcontractors will abide by this prohibition of the City Code. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. SURVIV A L: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any Party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. COUNTERPARTS. This Agreement may be executed in three (3) or more counterparts. each of which shall constitute an original but all of which. when taken together. shall constitute one and the same agreement. ENTIRE AGREEMENT: This Agreement and its attachment(s) constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights. duties, and obligations of each to the other as of its date. Any prior agreements. promises. negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Remainder of page intentionally left blank IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Provider" GRIDICS, LLC. ATTEST: Print Name: Title: ARJORIE CHAVEZ NOTARY PUBLIC STATE OF FLORIDA Comm# FF015842 `C_ 191° Expires 5/7/2017 ATTEST: Todd B. Hannon, City Clerk APP OVED AS TO FORM AND C 1RECTNSS: ctoria Mende ty Attorney Print Name: Title: )),7c<Jar 0 ec- fo l j r,-,/ (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal corporation By: Daniel J. Alfons APPROVED AS/ REQUIREMENTS: aaei "Ncl Ann -Mari Sharpe Director Department of Ris 1Vlanagement Exhibit "A" Scope of Services 111Gridics RN 31 Enterprise Partnership Proposal Prepared For: City of Miami Planning and Zoning Department Partnership Summary: Grigis, :IC will partner with the City of tvliarni Deaa-tment of Planning and Zoning to provide licenses to use it's Zonar software product. Zonar will serve as a tool for theme zoning :earns to assess coning aopli:ation5 SlgDhi aritI "aster while 7educing era( rates. Zonar will also serve as a valuable tool for ahe planning team to assess redevelopment opporttrnides. Areas of Use Zoning ?fan Pracessorst This team will trse :he P!ar. Review area of :sonar :o more quicely and accurately calculate anc analyze submission;. Zoning Administratorst Resour:e and outer, for +at e-action with :he public. Ea_ti team memcer will nave a Zonar ;oglr./account to loot: up properties ono quittiy review zoning 33lowances and/or prerate a r=_port :tat :an ae prnvied to :he public, Areas of Valuer" imnravings, accuracy, reduction of learning curve for employees new to ;he zoning :ode, Agreed f:zun Te.r r.s and Partnership framework: In consideration of the order terms outlined herein. the Ciry of Miami agrees to: 1- Link to 5ridirs in the "heiplul coots section" or. the pioaning and zoning page. ;Exni5it attactedl 2 - Drawee a written endorsement from Francfaffa uarce that two :an use pc Our website and it our marketing marerraia. 3-Allow Sridics to embed a aroduct expert with inemm team to :rain and drive usage and adoption =- Allow uridirs to publish a r:lease announcing :he oarmarsh:0 subvert to review of final draft 5- Lank :a Gr..dics within the lain section of each prooery an :ne City of M:arnt's property search aoa.intion. In consideration of the order terms Outlined herein, Gridics agrees CO: 1- Provide Zonar software free of charge for the first six month.: 2- Provide unlimltea .trier licenses to city employees for use as Described nave. 3 - Provide two 3C-mints :raining sessions and an embedded product expert to help employees. d - Provide ongoing email and :hat support. 3 - Wore with Cry of Miami ro integrate their toning code zee: into relevant areas of Zar at. for ease of octets and seam. 6- Provide the City of Miami iT :eam access to the Griffin. APT for cross -product integration ens general deienopment SOftwore Lice r.se Terms Monthly Software License One -Time training and Implementation Fee (due at Billing Start Date) Partnership Start Date Billing Start Rate Contract Term Number of User Accounts Cancellation 52,50C 51C,OOC €t!e:rive date nf'SA 6 mon,=s titer efft_irve 'Jac at °SA 1 year unlimited 43 Days Notice Terms & Acknowledgment: The :onus of :his proposed oarnoo11ip will To- aeon by:ne mutualy exetared Profession) Services Agreement. The proposalrs ascended for the Ctn. of Miami only.. This it cons,dered confidential and should not be disrib-led or shared 'n any manner. Tins proposal does not „Ass:care an agreement or ar, mitigation at perfuriname by G:idice or :he City of Miami.