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HomeMy Public PortalAbout2012 Agreement.tifWEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE, P.L. HELL BIERMAN, P.A. L. BONISKE, P.A. HELL J. BURNSTEIN, P.A. E ALAN COLE, P.A. ,HEN J. HELFMAN, P.A. ERTO PASTORIZA, P.A. 1AEL S. POPOK, P.A. :PH H. SEROTA, P.A. QN L. TREVARTHEN, P.A. ARD JAY WEISS, P.A. D M. WOLPIN, P.A. EL L. ABBOTT ( L. BROWN ATHAN M. COHEN CIO G. DEL VALLE REY D. DECARLO L. GABRIEL GLAS R. GONZALES ARD G. GUEDES :PH HERNANDEZ -IUA D. KRUT THEW H. MANDEL .ANDER L. PALENZUELA-MAURI 10NY L. RECIO �T J. SCHNEIDER FORD A. SCHULMAN AIL WATTS-FITZGERALD 2A K. WENDELL .S E. WHITE ATTORNEYS AT LAW A PROFESSIONAL LIMITED LIABILITY COMPANY INCLUDING PROFESSIONAL ASSOCIATIONS MIAMI-DADE OFFICE 2525 PONCE DE LEON BOULEVARD SUITE 700 CORAL GABLES, FLORIDA 33134 TELEPHONE 305-854-0800 FACSIMILE 305-854-2323 WWW.WSH-LAW.COM BROWARD OFFICE 200 EAST BROWARD BOULEVARD • SUITE 1900 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE 954-763-4242 • FACSIMILE 954-764-7770 VIA HAND DELIVERY *OF COUNSEL August 31, 2012 Mr. Jud Kurlancheek, Director Building, Zoning, and Planning Department Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 Re: Rok Global Application Group, LLC GIS Map Service Hosting Agreement Dear Jud: ADRIAN J. ALVAREZ LILLIAN M. ARANGO SARA E. AULISIO ROBERT H. DE FLESCO BROOKE P. DOLARA RAOUEL ELEJABARRIETA CHAD 5 FRIEDMAN ERIC P. HOCKMAN HARLENE SILVERN KENNEDY* KAREN LIEBERMAN• JOHANNA M. LUNDGREN ALEIDA MARTINEZ MOLINA• KATHRYN M. MEHAFFEY ROBERT A. MEYERS• MATTHEW PEARL TIMOTHY M. RAVICH• AMY J. SANTIAGO GAIL D. SEROTA• JONATHAN C. SHAMRES ESTRELLITA 5. SIBILA ALISON F. SMITH ANTHONY C. SOROKA EDUARDO M. SOTO JOANNA G. THOMSON PETER D. WALDMAN* SAMUEL I. ZESKIND Enclosed please find three original Agreements with Rok Global Applications Group, LLC for execution by the Village Manager and Village Clerk. Pursuant to Section 14.11 of the Agreement, the Village should request the Certificate of Insurance required therein. Once executed, please forward one fully executed original to Rok Global Application Group and one fully executed copy to our attention. Should you have any questions, please do not hesitate to contact us. Very truly yours, cc: Stephen J. Helfinan, Esq. K \Does\0103\001134H8929 DOC ROK Global Applications Group, LLC. GIS MAP SERVICE HOSTING AGREEMENT This Map Service Hosting Agreement (the "Agreement") is made to be effective as of upon the signing of this Agreement°, by and between ROK GLOBAL APPUCATIONS GROUP, Lit ("Provider"), and Village of Key Biscayne, 88 West McIntyre St., Key Biscayne, FL 33149 (herein referred to as "Client"). 1. DEFINITIONS. 1.1. "Acceptance Period" is defined in Section 2.5. 1.2. "Map Services" means the standard protocol for serving georeferenced map images over the Internet. Map services are generated by a map server using data from a GIS database. 1.3. "Confidential Information" is defined in Section 12. 1.4. "Content" means all GIS data and associated files displayed and/or hosted by the Provider for the Client pursuant to Sections 2.1 or 4.1, as such materials may be modified from time to time. 1.5. "Deliverables" means all map services, data, technology, scripts and programs, both in object code and source code form, all documentation and any other files, data, technology, scripts, programs and documents prepared for Client by Provider in accordance with the terms of this Agreement. 1.6. "Domain Name" means the domain name specified for the Map Service by Client from time to time. The initial Domain Name is specified in Exhibit A. 1.7. "GIS" means Geographic Information System. 1.8. "Initial Content" is defined in Section 2. 1.9. "Initial Term" is defined in Section 6.1. 1.10. "Marks" is defined in Section 4.3. 1.11. "Set Up Fee" means the fees set forth in Exhibit A for configuration of map services provided by the Provider for the Client pursuant to Section 2. 1.12. "Specifications" means the scope of work for both Client and Provider set forth on Exhibit B. 1.13. "Term" is defined in Section 6.1. ROK Global Applications Group, Llc Map Service Hosting Agreement Page 1 2. HOSTED CONTENT. 2.1. Delivery of Initial Content. Client shall deliver to Provider all Content that Client intends for Provider to incorporate into the Deliverables (the "Initial Content"). The Initial Content shall be in the format(s) specified in Exhibit A. 2.2. Project Liaisons. Each party's primary contact for development efforts shall be the project liaisons specified in Exhibit A or the person otherwise designated in writing by Client or Provider, as the case may be. Client's project liaison shall be the contact specified on page 1 of this Agreement unless another individual is set forth on Exhibit A. 2.3. Back up of Deliverables. Provider shall back up its work and store the back-up materials in a secure site other than Provider's main office. 3. MODIFICATIONS. If Client desires to modify the Map Service at any time during the term of this Agreement, Client shall describe in writing to Provider the additional services or deliverables desired by Client (the "Change Notice"). In response to the Change Notice, Provider shall submit to Client in writing a proposed change order (the "Change Order"). The Change Order shall include a statement of the work to be performed and any additional charges. On Client's written approval of the Change Order, the Change Order will become a part of this Agreement. Provider shall quote all charges for Change Orders at its then -current standard charges as specified in Exhibit A. 4. MAP SERVICE HOSTING. 4.1. Services. Following Client's initial acceptance of the Deliverables, Provider shall provide the following hosting services: 4.1.1. Domain Name. If requested by Client, Provider shall assist Client in registering the Domain Name. Client will be responsible for applicable charges. To the extent such rights may be acquired and owned, Client shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. Unless otherwise specified by Client, Provider shall list Client's project liaison as the administrative, technical and billing contact. 4.1.2. Content Control. Client shall have sole control over and responsibility for the Content. Except with Client's prior written consent, Provider shall not supplement, modify or alter any Deliverables which have been accepted by Client or any Content (other than modifications necessary to upload the Content to the Map Service). 4.1.3. Standards. Provider's hosting standards shall conform to the following: ROK Global Applications Group, LIc Map Service Hosting Agreement Page 2 4.1.3.1. Availability of the Map Service. Other than in connection with interruptions that are beyond Provider's reasonable control such as Acts of God including without limitation, floods, hurricanes, and earthquakes, the Map Service shall be available to users a minimum of ninety- seven percent (97%) of the time during any 24 hour period, ninety-seven percent (97%) of the time during any 7 day period, and ninety-seven percent (97%) of the time during any 30 day period; and there will be no period of interruption in public accessibility to the Map Service that exceeds four (4) continuous hours. 4.1.3.2. Security. Provider shall take commercially reasonable precautions to prevent unauthorized access to the Map Service or other Confidential Information generated from or used in conjunction with the Map Service; and Provider shall notify Client of any known security breaches or holes. 4.2. Client License. During the period that Provider provides hosting services pursuant to this Section 4, Client hereby grants to Provider a non-exclusive, sublicenseable, royalty -free, worldwide right and license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content and Deliverables only on or in conjunction with the Map Service. 4.3. Trademarks. Subject to the terms and conditions of this Agreement, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty -free, worldwide license to use such party's trademarks, service marks, trade names, logos or other commercial or product designations (collectively, "Marks") for the purposes of creating content directories or indexes and for marketing and promoting the Map Service. The trademark owner may terminate the foregoing license if, in its sole discretion, the licensee's use of the Marks does not conform to the owner's standards. Title to and ownership of the owner's Marks shall remain with the owner. The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies. The licensee shall not form any combination marks with the other party's Marks. The licensee shall not take any action inconsistent with the owner's ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner. 5. PAYMENTS. 5.1. Fees. Except as otherwise specified in Exhibit A, Provider shall invoice all fees monthly, and payment is due thirty (30) days from delivery of the invoice. If the invoice remains unpaid thirty (30) days after the delivery of the invoice, Client shall pay a late fee of one and one half percent per month from the date of delivery of the invoice. All fees quoted include, and Provider shall pay, all sales, use, excise and other taxes which may be levied against Provider for receipt of the fees in connection with this Agreement. Provider shall have no responsibility for taxes payable by Client on Client's income. ROK Global Applications Group, Llc Map Service Hosting Agreement Page 3 5.2. Expenses. Client shall reimburse Provider for all reasonable expenses incurred by Provider in the performance of services under this Agreement within thirty (30) days after Client's receipt of expense statements including appropriate receipts or other evidence of the expense. Expenses reimbursable under this section shall include, without limitation, travel, lodging expenses, per diem, material and supply costs. Provider will provide Client a written estimate of these expenses in advance for Client's review. 6. TERM AND TERMINATION. 6.1. Term. The initial term (the "Initial Term") of this Agreement shall be twelve (12) calendar months plus any partial month at the beginning of the term unless otherwise specified in Exhibit A. Thereafter, this Agreement shall automatically continue for additional twelve (12) month periods (herein each such term shall be referred to as a Renewal Term, and "Term" shall mean the Initial Term and all Renewal Terms) unless terminated by either party by at least 60 days written notice prior to the expiration of the Term. 6.2. Survival. Sections 7, 11, and 12-16 shall survive any termination of this Agreement and remain in full force and effect. 6.3. Termination for Cause. Except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for 30 days following written notice to the breaching party, and Client shall have the right to terminate for any reason or no reason as of the last day of the first full calendar month following Provider's receipt of written notice of Client's desire to terminate this Agreement. 6.4. Termination Prior to Initial Acceptance. In the event that Client terminates the Agreement prior to initial acceptance of the Deliverables pursuant to Section 2.5, Client shall return all Deliverables to Provider and Provider shall return any Initial Content. If Client has terminated the Agreement because the Map Service has not performed as represented by Provider, Provider will refund to Client any portion of the Set Up Fee previously paid to Provider hereunder; otherwise, such payments shall be deemed to have been earned. All licenses granted hereunder shall automatically terminate. 6.5. Termination During Map Service Hosting. In the event of expiration or termination of this Agreement, at Client's request, and for additional monthly fees paid in advance for each month, Provider shall keep the Map Service publicly accessible for additional months on a month to month basis following the date of termination of this Agreement. During such month -to -month provision of the Map Service, the terms of this Agreement other than the Term shall continue to apply to the parties until the Map Service is terminated. 7. PROVIDER WARRANTIES. Provider warrants that (i) the Deliverables and Map Service will conform to Client's applicable Specifications when delivered and for a period of one (1) year thereafter; and (ii) there is no outstanding contract, commitment or agreement to which ROK Global Applications Group, LIc Map Service Hosting Agreement Page 4 Provider is a party or legal impediment of any kind known to Provider which conflicts with this Agreement or might limit, restrict or impair the rights granted to Client hereunder. 7.1. CLIENT COVENANTS. Client shall not distribute as part of the Map Service any Content that: (i) infringes on the rights of any third party; (ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (iv) is obscene, pornographic or indecent; or (v) contains any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 8. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH HEREIN, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON -INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. OWNERSHIP. 9.1. Ownership of Data Content and Map Service. As between Provider and Client, any Content, in respect to Client data, given to Provider by Client under this Agreement or otherwise, shall at all times remain the property of Client or its licensor. Provider shall have no rights in such Content other than the limited right to use such content for the purposes expressly set forth in this Agreement. 10. INDEMNITY. 10.1. Client Indemnity. Client shall defend Provider against any third party claim, action, suit or proceeding resulting from Client's acts, omissions or misrepresentations under this Agreement (including without limitation any alleged breach of the covenants contained in Section 8) using counsel satisfactory to Provider. Subject to Section 11.3, Client shall indemnify Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a final judgment entered against Provider in any such claim, action, suit or proceeding. Notwithstanding the terms of this Section 10.1 or anything contrary in this Agreement, Client's indemnification shall be subject to the provisions and monetary limitations of Section 768.28(5), Florida Statutes, which limitations shall be applicable regardless of whether such provisions would otherwise apply. 10.2. Provider Indemnity. Provider shall defend Client against any third party claim, action, suit or proceeding resulting from Provider's acts, omissions or misrepresentations under this Agreement (including without limitation Provider's breach of the warranties contained in Section 7) using counsel satisfactory to Client. Subject to Section 11.3, Provider shall indemnify Client for all losses, damages, liabilities and all reasonable expenses and costs incurred by Client ROK Global Applications Group, Llc Map Service Hosting Agreement Page 5 as a result of a final judgment entered against Client in any such claim, action, suit or proceeding. 10.3. Mechanics of Indemnity. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; and (ii) reasonably cooperating with the indemnifying party at the indemnifying party's expense. 11. CONFIDENTIAL INFORMATION. Client's "Confidential Information" includes (i) any passwords used in connection with the Map Service, all Deliverables and documents related to the Deliverables, (ii) any Content which Client designates as confidential, and (iii) any other materials of Client which Client designates as confidential or which Provider should reasonably believe to be confidential. Client's "Confidential Information" also includes the Map Service itself until such time as Client decides to make the Map Service publicly available to users. Provider's "Confidential Information" is defined as the source code of any Provider Tools. Provider understands and agrees that Client does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Client, it shall be covered by this Agreement or, at Provider's election, the parties shall execute a separate non -disclosure agreement regarding such information. Each party shall hold the other party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party's Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party's Confidential Information. 12. LIMITATIONS ON LIABILITY; WAIVER OF PUNITIVE AND OTHER TYPES OF DAMAGES. EACH OF THE PARTIES HERETO AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. 13. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARTIES HERETO BY EXECUTION HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY ROK Global Applications Group, LIc Map Service Hosting Agreement Page 6 RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE PARTIES ENTERING THIS AGREEMENT. 14. GENERAL PROVISIONS. 14.1. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Florida and further agree that any cause of action arising under this Agreement may be brought in a state or federal court in Miami -Dade County, Florida. 14.2. Further Assurances. Both parties shall cooperate with each other, both during and after the term of this Agreement, in the procurement and maintenance of each other's rights created hereunder and to execute, when requested, any other documents deemed necessary or appropriate by the other party to carry out the purposes of this Agreement. 14.3. Compliance With Laws. Both Parties shall ensure that they comply with all applicable international, national and local laws and regulations. 14.4. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 14.5. Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. 14.6. Assignment and Subcontracting. The parties' rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns, provided that this Agreement may not be assigned by either party without the other party's written consent, which consent shall not unreasonably be withheld. 14.7. Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee -employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Provider shall work exclusively for Provider and shall not, for any purpose, be considered employees or agents of Client. Provider assumes full responsibility for the acts of ROK Global Applications Group, Llc Map Service Hosting Agreement Page 7 such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes. 14.8. Notices. 14.8.1. Generally. All notices, demands and communications required or permitted in connection with this Agreement shall be in writing and signed by the party (or its agent) serving the same and shall be deemed to have been given (A) when delivered to the intended party in person, or (B) at 5:00 P.M. on the business day after the date delivered to any nationally recognized private mail or courier service (e.g., FedEx, Airborne), postage paid or guaranteed and sent for next day delivery, and shall be addressed to the intended party as set forth in this Agreement with copies as indicated. For purposes of notice, until changed by a notice given in accordance herewith, the address of the Client is set forth at the beginning of this Agreement and the address of the Provider is ROK Global Applications Group, LLC, 1 Carriage Lane, Suite B201, Charleston, SC 29407, Attention Carey Jenkins, telephone 843-577-3192 and email cjenkins@roktech.net. 14.8.2. Time Computation. In computing any period of time prescribed or allowed in this Agreement, the day of the delivery of notices, the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday, or a legal holiday. When the period of time prescribed or allowed is less than 11 days or is described as "business days", intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation. 14.9. Counterparts; Copies as Originals; Execution by Electronic Transmission. This Agreement may be executed in any number of counterparts which together shall constitute the Agreement of the parties. It shall not be necessary that the signatures of all of the parties appear on each counterpart hereof. All counterparts hereof shall collectively constitute a single document. A party's properly executed signature page is sufficient as the party's counterpart of this Agreement. For all purposes, a document signed and transmitted electronically by facsimile, telecopier, e-mail or otherwise shall be treated as an original document. The photocopied signature of any party on this Agreement shall be considered an original signature, and a document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. At the request of either party, any document transmitted electronically by facsimile, telecopier, e-mail or otherwise shall be re -executed by the parties in original form. No party hereto may raise the use of a facsimile machine or telecopier or the fact that any signature was transmitted through the use of electronic transmission (by facsimile, telecopier, e-mail or otherwise) as a defense to the enforcement of this Agreement or any amendment executed in compliance with this subparagraph. 14.10. Injunctive Relief. Each party agrees that the other party may suffer irreparable harm in the event of any breach by such party of this Agreement and that monetary damages in such event would be substantial and inadequate to compensate the non -breaching party. Consequently, ROK Global Applications Group, Llc Map Service Hosting Agreement Page 8 each party shall be entitled, in addition to such monetary relief as may be recoverable by law, to such injunctive or other relief as may be necessary to restrain any threatened, continuing or further breach by the other party, without showing or proving actual damage sustained by such party and without posting a bond. 14.11. Insurance. Upon Client's notification, Provider shall furnish Certificates of Insurance that indicate that insurance coverage has been obtained, which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of Provider, as required by Florida Statute 440. 2. Public Liability Insurance on a comprehensive basis in an amount not less than $1,000,000, combined single limit per occurrence for bodily injury and property damage. The Village of Key Biscayne must be shown as an additional insured with respect to this coverage. The mailing address of the Village 88 West McIntyre Street, Suite 220, Key Biscayne, Florida 33149, as the certificate holder, must appear on the certificate of insurance. 3. Professional Liability Insurance in an amount not less than $1,000,000.00. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operation of the Provider. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida with the following qualifications: The company must be rated no less than "A" as to management, and no less than "Class X" as to financial strength by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the Village Risk Management Division. Certificates of Insurance must indicate that for any cancellation of coverage before the expiration date, the issuing insurance carrier will endeavor to mail thirty (30) day written advance notice to the certificate holder. In addition, the Contractor hereby agrees not to modify the insurance coverage without thirty (30) days written advance notice to the Village. NOTE: VILLAGE OF KEY BISCAYNE CONTRACT NUMBER AND TITLE MUST APPEAR ON EACH CERTIFICATE OF INSURANCE. Compliance with the foregoing requirements shall not relieve the Provider of this liability and obligation under this section or under any other section in this Agreement. Award of this Agreement is contingent upon the receipt of the insurance documents, as required, within ten (10) business days after notification of recommendation to award. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Agreement, the Provider shall have an additional five (5) business days to submit a corrected certificate to the Village. If the Provider fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Provider shall be in default of the contractual terms and conditions and award of the ROK Global Applications Group, Llc Map Service Hosting Agreement Page 9 Agreement may be rescinded, unless such timeframe for submission has been extended by the Village. The Provider shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period of the Agreement, including any and all Renewal Terms or extension periods that may be granted by the Village. If insurance certificates are scheduled to expire during the contractual period, the Provider shall be responsible for submitting new or renewed insurance certificates to the Village at a minimum of thirty (30) calendar days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the Village shall suspend the Agreement until such time as the new or renewed certificates are received by the Village in the manner prescribed herein; provided, however, that this suspended period does not exceed thirty (30) calendar days. Thereafter, the Village may, at its sole discretion, terminate this Agreement. 14.12. Entire Agreement. This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement only may be changed by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. In Witness Whereof, each of the parties hereto have executed this Agreement as of the date first written above. ROK Global Applications Gr p, LLC By: Signat re of pSson signing Michael Murphy, President Print name and title of person signing 8/28/2012 Date CLIENT: Village of Key Biscayne Dat ilbert, Villa: Manag-r /1 J ROK Global Applications Group, LIc Map Service Hosting Agreement Page 10 Attest: Corfchita H. Alvarez, MMC Gr Village Clerk Approved as to Form and Legal Sufficiency: Village Attorney ROK Global Applications Group, LIc Map Service Hosting Agreement Page 11 EXHIBIT A Services and Fees 1. CONTENT. All Content shall be provided to Provider by Client in the formats specified below: 1.1. The Client shall provide Provider with all data necessary to fulfill the Specifications of this agreement. 1.2. Data shall be delivered as an ESRI File Geodatabase. 1.3. The Client shall provide all data with the correct coordinate systems. 1.4. The Client shall provide MXD files used in their base data map services. 1.5. The Client shall provide the proper cache levels / tiling scheme for the imagery and base data, if applicable. 2. HOSTING For the monthly application hosting fee, Provider shall provide the following services: 2.1. Hosting of Map Service and maintenance. 2.2. High bandwidth utilizing high end servers. 2.3. Infrastructure built to host customized or organizational applications. 2.4. Hosting uptime of application(s) at least 97%+. 2.5. Responsive and rapid data updates and refresh. 2.6. Unmatched and very responsive/friendly customer service. 2.7. Provide flexibility in terms of customer application needs/changes. 2.8. Facilitate communication and feedback to/from our customers. 2.9. Backups for all servers are performed nightly, weekly, and monthly. 2.10. ESRI GIS software and licenses are included - provide ArcGIS Server software, (ESRI ASP — application service provider) licensing and maintenance. 3. FEES. 3.1. Monthly application -hosting fee: $600.00 for one cached map service and 1 dynamic map service. This rate may be adjusted annually, usually as of January 1. ROK Global Applications Group, LIc Map Service Hosting Agreement Page 12 3.2. Provider's current hourly rate: $150.00 for additional consulting services. This rate may be adjusted annually, usually as of January 1. 4. INITIAL TERM. THE Initial Term is 12 months as set forth in the Agreement 5. PROJECT LIAISONS. 5.1. Provider Liaison: 5.1.1. Name: Michael Fleming Title: IT Director 5.1.2. Address: 88 West McIntyre St., Key Biscayne, FL 33149 5.1.3. Telephone: (305) 365-8912 5.1.4. E Mail: mfleming@kevbiscavne.fl.gov 5.2. Client Liaison: 5.2.1. Name: Jason Harris Title: Director, Technology Systems and Architecture 5.2.2. Address: 1 Carriage Lane, Suite B201, Charleston SC, 29407 5.2.3. Telephone: 843-577-3192 Facsimile: 843-958-9700 5.2.4. E Mail: jharris@roktech.net ROK Global Applications Group, LIc Map Service Hosting Agreement Page 13