Loading...
HomeMy WebLinkAboutGridics, LLC/DOCS/$35,000 annually/3 Year Software Provider ContractCzTfshfzHsfdivlijobu:;39bn-Pdu35-3135 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SOW, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for itsaccount Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, 2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure or theft of City Data in accordance with recognized industry practice and provide City access to an annual security audit report upon request. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software and Documentation are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title and interest including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been asecurity Page 2 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, 2) promptly implement necessary remedial measures, ifnecessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SOW agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available in accordance with the Service Level Agreement outlined in Exhibit C. M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to ajoint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed one hundred five thousand dollars ($105,000.00). The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/ deliverables: Product License Fees Municipal Zoning Platform – Oct 2024 to Sept 2025 $35,000 Municipal Zoning Platform – Oct 2025 to Sept 2026 $35,000 Municipal Zoning Platform – Oct 2026 to Sept 2027 $35,000 Total $105,000 Page 3 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F City shall pay Contractor within thirty-five (35) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if itappears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Software Provider, its employees or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the “Indiana E-Verify Law”), Software Provider is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit E, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Software Provider shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Software Provider subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Software Provider or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist. Page 4 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents or independent contractors, except where such liability arises solely as a result of the active negligence or tortious conduct of City or its agent. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees and all other costs and fees of litigation. The provisions of this Section survive the completion of the Services or termination of this Contract. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit “B”. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which ithas agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to itsinsurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the Page 5 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of three (3) years after Software Provider receives final payment from City for all services required under this agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the City’s Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after deposit in the U.S. Mail, postage prepaid, addressed as hereinafter provided. All notices, demands, requests, or approvals shall be addressed as follows: TO CITY: City of Carmel Indiana One Civic Square Carmel, IN 46032 Attention: Sue Finkam, Mayor Copy to: Jacob Quinn Office of Corporation Counsel Clerk of the City AND 1Civic Square 1000 S. Range Line Road Carmel, IN 46032 Carmel, IN 46032 Attn: Samanta Karn TO SOFTWARE PROVIDER: Gridics, LLC 169 E. Flagler St. Suite 1640, Miami, FL 33131 Attention: Jason Doyle 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth inCity’swritten notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written Page 6 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in aCSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of 30 days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SOW. Software Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the services provided under this agreement do not infringe or misappropriate any intellectual property rights of any third party, and iii) the services shall substantially perform in all material respects as described in the SOW in the event of any breach of section (iii), above, Software Provider shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the warranty claim at no cost to City or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the services are provided without warranty of any kind, express or implied including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of Indiana excepting any choice of law rules which may direct the application of laws of another jurisdiction. 20. DEBARMENT AND SUSPENSION The Software Provider certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical Page 7 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F influence on or substantive control over the operations of the Software Provider. The Software Provider certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Software Provider shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 21. IRAN CERTIFICATION Pursuant to I.C. § 5-22-16.5, the Software Provider shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 22. INTEGRATED CONTRACT This Agreement, including all appendices, represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Statement of Work, Exhibit, associated instrument or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 23. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Page 8 of 15 090517 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Kbtpo!H!Epzmf Qsftjefou!'!DFP Pdupcfs!39-!3135 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F 11/6/2024 11/6/2024 11/6/2024 11/6/2024 Contract No. ________ Exhibit A: Statement of Work (“SOW”) Gridics will implement the following web application products: 1. GIS Integration to Gridics Platform: Gridics will obtain, via REST API or directly, all relevant GIS shapes necessary to calibrate and calculate site-specific zoning attributes. GIS shapes provided by City will be integrated into the Gridics platform alongside parcel, rdboundary, street and other map data from Gridics’ 3 party partners. 2. Code Analysis & Calibration: Gridics will define and implement the relevant (and quantitative) land use regulations from the UDO into the Gridics zoning engine for calibration and calculation of site-specific zoning attributes and development allowances. 3. Zoning Data API: Work with City IT representatives to expose access to the Gridics Zoning Data API. a. Gridics will provide City a list of available data points to choose from. Desired data points include: i. lot type ii. max stories/height iii. minimum open space iv. maximum residential area allowed v. maximum density vi. setbacks and uses b. Gridics will work with City IT representatives to integrate and test access. c. Gridics will provide a technical point of contact to resolve any issues that may arise with connectivity or availability. 4. Custom Disclaimer Language: Gridics will implement custom legal disclaimer as directed by City, to indicate that all information provided via Gridics is for informational purposes only and both Gridics and City shall have no liability for any action taken or not taken in reliance upon the information presented. The disclaimer may be displayed upon entry user to CodeHub, MuniMap, or ZoneCheck and in banner format on ZoneCheck parcel level details. 5. CodeHUB a. Implementation, activation and ongoing hosting of the UDO text (or full municipal code at city’s discretion) at a publicly accessible webpage at the following or similar root domain - https://codehub.gridics.com/us/st/city-name b. Linking to any definitions or other websites as directed by client staff. c. Formatting to maintain consistency of form to ordinance document within the constraints of modern web publishing. d. City staff will take responsibility for ongoing updates to all text documents hosted in CodeHub after implementation is complete. 6. ZoneCheck a. Gridics will activate and host a publicly accessible zoning data lookup tool for users to search for property specific zoning data located at the following or similar root domain - https://zonecheck.gridics.com/us/st/city-name i. Search capability will consist of address and allowed use. ii. Gridics will align with City on which available data points to display. 10 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Contract No. ________ 7. MuniMap a. Gridics will implement, activate and host a publicly accessible, multi-functional map application located at the following or similar root domain- https://map.gridics.com/us/st/city-name b. Map modules will consist of layers, filters, and at the option of the city, 3D Zoning. Additional modules such as Projects, Permits, or other modules can be implemented as negotiated through the contract. c. Layers Module - Gridics will define which available GIS layers the City would like to be available for display in the layers module. d. 3D Zoning Module - Gridics will define which available 3D Zoning layers the client would like to be available for display in the layers module. e. City will define which modules and sub-categories within modules will be public- facing. f. Ordinance Integration - Gridics will link base zoning and overlays within the map to the respective areas of the text ordinance for ease of reference and navigation. 8. Professional Services: Gridics will provide up to 20 hours of professional planning and GIS services per year at no additional cost. Gridics reserves the right to reject project requests that are not within its core capabilities. 9. User Acceptance Testing: Gridics will guide City in a comprehensive UAT process to ensure proper translation of zoning regulations into the Gridics zoning engine. City will have the opportunity to review and approve site specific calculations zone by zone to ensure system accuracy. 10. Training & Support: Gridics will provide one initial intensive virtual training and optionally will provide a single 90-minute virtual training session per quarter as needed by City. 11. Staff Accounts & Access: Gridics will provide an unlimited number of staff accounts. City will define which staff members shall have access to ordinance and calibration editing. 11 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Contract No. ________ Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as additional insureds under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy ifnot named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. Workers' Compensation: Statutory coverage as required bythe State of Indiana and Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. General Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: 1,000,000 each occurrence 1,000,000 aggregate - all other Property Damage: 500,000 each occurrence 1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent tothe required minimum limits shown above. Cyber Liability: Insurance, with limits not less than: 2,000,000 each occurrence 2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 12 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Contract No. ________ If the Software Provider maintains broader coverage and /or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of Indiana and shall have, and provide evidence of, a Best Rating Service rate of A VI or above. The Certificate of Insurance and coverage verification and all other notices related to cancellation or non-renewal shall be mailed to: City Clerk City of Carmel 1Civic Square Carmel, IN 46038 13 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Contract No. ________ Exhibit C: Service Level Agreement THIS SERVICE LEVEL AGREEMENT (“SLA”) is made and entered into by and between Gridics LLC and Customer as part of the Master Subscription Agreement entered into by and between the same and sets forth the details regarding the level of service that Gridics shall provide to Customer in relation to the Services when Customer is in good financial standing with Gridics. 1. AVAILABILITY: Subject to the terms of the Service Agreement and the terms below, the Gridics Platform shall maintain 99.9% availability. 2. DEFINITIONS: All terms referenced in this SLA, unless otherwise stated, shall be given meanings as may be assigned in the Master Subscription Agreement associated herewith. a. “Customer” shall mean any municipality with a subscription agreement for the Gridics Platform. b. “Gridics Platform” shall mean the following web based software applications and websites hosted by Gridics. i. Codehub.Gridics.com ii. Map.Gridics.com iii. Zonecheck.Gridics.com iv. Accounts.Gridics.com v. Zoning.Gridics.com c. “99.9% Availability” shall mean that the Gridics Platform shall not fail to be accessible via web browser for more than forty three (43) minutes out of any thirty (30) day period not including exceptions as defined below. d. “Outage” shall mean a period when the Gridics Platform does not have 99.9% availability. e. “Invoice Credit” shall mean a prorated credit of the monthly amount due from Customer to Gridics for the Services. 3. AVAILABILITY OF GRIDICS PLATFORM: The Gridics Platform shall maintain 99.9% Availability, as defined herein. 4. EXCEPTIONS: Gridics Platform downtime due to the following events shall not be considered to be or to contribute to inaccessibility of the Gridics Platform: a. Regularly Scheduled Maintenance: Regularly scheduled maintenance is maintenance performed on the Gridics Platform (a) of which Customer is notified 48 hours in advance, or (b) that is performed during astandard scheduled maintenance window, Monday and Tuesday 3:00 AM to 4:00 AM Mountain Time. Notice of Scheduled Maintenance shall be provided to Customer’s designated point of contact by email. b. Inaccessibility Not Due to Gridics Platform or Gridics’ Actions: Inaccessibility not due to Gridics Platform or Gridics’ actions includes inaccessibility of the Gridics Platform due to (a) inaccurate and/or insufficient information or configuration information provided by Customer and/or its representative(s) or agent(s) to Gridics: (b) Customer misuse of the Services; (c) Non-Gridics application programming; (d) negligent or unlawful acts by Customer or its agents 14 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F Contract No. ________ or suppliers; (e) problems with Customer’s vendors; (f) network unavailability outside of the Gridics Platform; (g) malicious acts by a third party against Customer or against its authorized agents or suppliers; or (h) acts of God or events of force majeure. 5. OUTAGE EVENTS AND INVOICE CREDITS a. Notification of an Outage Event: When Customer becomes aware of an Outage, Customer shall contact Gridics as soon as possible. b. Determination Regarding Existence of Outage Event: Gridics, based upon its records and data, shall have the power to determine, in its sole and unfettered discretion, whether any disruption to the Service constitutes an Outage. c. Determination of Invoice Credits Due to Customer: Immediately upon being notified by customer, Gridics shall take reasonable commercial steps to determine whether an Outage occurred and thus whether the Customer should receive an Invoice Credit. The amount of invoice credit shall be equal to the percentage of total Outage time during the invoice period up to a maximum of 50% of total invoice amount. 6. TECHNICAL SUPPORT a. Method of Communication: Customers may contact technical support via support@gridics.com. b. Availability: Gridics shall ensure that amember of its staff will be available to assist Customers with any problems or questions regarding their use of the Services in accordance with the below: 7. DISPUTES: Should any dispute arise between the Parties as to the availability of the Gridics Platform or the provision of service by Gridics to Customer under this SLA, the Parties shall work in good faith to resolve such dispute. 8. MISCELLANEOUS: Except as may be provided for in the Master Subscription Agreement, the provision of Invoice Credits in accordance with the terms of this SLA shall be Customer’s remedy should Gridics not meet the level of service provided. 15 Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F 10/15/2024 GRIDICS LLC SUITE 1640 MIAMI, FL 33131 - 112767 169 E FLAGLER STREET City of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032-2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35-6000972 PURCHASE ORDER NUMBER THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR SHIP TO PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT EXTENSION License, Support and Maintenance Fees Dept of Community Service 1 Civic Square Carmel, IN 46032- 376171 UNITPRICEDESCRIPTIONUNITOFMEASUREQUANTITY Page 1 of 1 92287 1192Department:101Fund:General Fund 43-515.02Account: SoftwareProvider1 $35,000.00 $35,000.00Each 35,000.00SubTotal 35,000.00 Oct 2024 to Oct 2025 Send Invoice To: PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT SHIPPING INSTRUCTIONS SHIP PREPAID. C.O.D. SHIPMENT CANNOT BE ACCEPTED. PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. CONTROL NO. 112767 ORDERED BY TITLE Dept of Community Service 1 Civic Square Carmel, IN 46032- Mike Hollibaugh Zac Jackson Director CFO Docusign Envelope ID: 5CC3A52C-8A86-4933-AF1D-4D299923B03F