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HomeMy WebLinkAbout25078AGREEMENT INFORMATION AGREEMENT NUMBER` 25078 NAME/TYPE OF AGREEMENT PITCHBOOK DATA, INC. DESCRIPTION CONTENT LICENSE AGREEMENT/PLATFORM SUBSCRIPTION, EMERGING TECHNOLOGY RESEARCH, MORNINGSTAR EQUITY RESEARCH ENTITLEMENT & CRM PITCHBOOK PLUGIN/MATTER ID: 24-1106/#34 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/12/2024 DATE RECEIVED FROM ISSUING DEPT. _ 7/15/2024 (NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM a5d16 ORIGINATING DEPARTMENT: City Manager's Office - Venture Miami DEPT. CONTACT PERSON: Erick Gavin NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Pitchbook Phone: 708-305-2189 IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES El NO TOTAL CONTRACT AMOUNT: FUNDING INVOLVED? ❑� YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑■ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) PURPOSE OF ITEM (BRIEF SUMMARY) Pitchbook Agreement for Venture Miami (Matter ID No. 24-1106) COMMISSION APPROVAL DATE: / / FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date Signature/Print APPROVAL BY DEPARTMENTAL DIRECTOR 6/17/24 Digitally signed by Gavin, Erick Gavin, Erick-'Date:2024.06.1710:41:36 /i-04'00' APPROVAL BY CHIEF ECONOMIC DEVELOPMENT OFFICER — VENTURE MIAMI 6/17/24 C Digitally signed by Keith Keith CarswellI'Date 2024.06.1710:55:47 ;;'-04'00' SUBMITTED TO RISK MANAGEMENT 7/9/24 v DDigitally signed by Gomez, Gomez,Frank Date: 2024.07.09 08:00:23 rI-04'00' SUBMITTED TO CITY ATTORNEY TMF 24-1106 7/10/2024 '; Digitally signed by Wysong, \ George Wysong, 1- George ', Date: 2024.07.10 11:49:33 RECEIVED BY CITY MANAGER %f (2;( � r t SUBMITTED TO AND ATTESTED BY CITY CLERK ORIGINAL VO OM DOPY is() %TTORNEY"S OFFIOE REMAINING ORIGINAL .S 1!(0 EPARTMEN PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER «PitchBook PLATFORM SUBSCRIPTION ORDER FORM Pricing Expires: April 27, 2024 Licensee Shipping Information Company Name: City of Miami Ship To Address: 111 North West 1st Street, 25th Floor, Miami, Florida 33128 United States Primary Contact: Keith Carswell Primary Email: kcarswell@miamigov.com Primary Phone: +1 305-299-5780 Licensee Billing Information Bill To Contact: Bill To Email: Bill To Phone: Bill To Company: Bill To Address: Keith Carswell kcarswell@miamigov.com +1 305-299-5780 City of Miami 3500 Pan American Drive Miami, Florida 33133 United States PitchBook Subscription Details Standard Platform Subscription Authorized Users: (3) PitchBook Emerging Technology Research Morningstar Equity Research Entitlement CRM PitchBook Plugin Annual Contract Value Year 1 Discount Year 1 Subtotal Grand Total Commitment Additional Authorized Users: PitchBook Contact Information Cristina Alvarez cristina.alvarez@pitchbook.com USD 30,000.00 Included Included Not Included USD 30,000.00 (USD 5, 001.00) USD 24,999.00 USD 24,999.00 Authorized Users are entitled to access the services listed as Included above. All prices are in USD. This is not an invoice. Taxes are not included. Applicable taxes will be added on your final invoice. Licensee agrees to pay applicable invoiced taxes. Licensee may add additional Authorized Users at the following annualized cost per seat: • Standard Additional User: USD 10,000 PitchBook I Platform Order Form Page 1 of 4 For the purposes of the content license agreement referenced below, the "Content" provided under this order form includes information related to companies, transactions, industries, technologies, and people that is provided to Licensee on or in connection with PitchBook web and mobile applications. For the purposes of the content license agreement referenced below, the "Services" provided under this order form include the delivery of the Content through pitchbook.com, Icdcomps.com, and any applications PitchBook may make available, or through communications with PitchBook employees or agents. Terms Subscription term Start date: Date of Client's End date: Date of Client's Signature Plus 12 Signature Months Payment Schedule Payment is due upon the start date of this order. PitchBook may invoice 15 days in advance. Payment Terms Net Payment Terms: Licensee agrees to pay PitchBook in accordance with the above payment schedule with the following terms: Net 45 from receiving a valid invoice. Payment Method: Licensee agrees to pay PitchBook via ACH ACH Account information and payment instructions will be listed at the bottom of your invoice. Invoice Delivery Method: An invoice will be sent by email to kcarswell@miamigov.com. Purchase Order Information: Please check the box that applies: ElBy checking this box, I confirm a Purchase Order IS required. Enter the PO Number: ElBy checking this box, I confirm a Purchase Order is NOT required. By checking this box, I confirm a Purchase Order IS required, but not yet available. I agree to provide a Purchase Order Number within 10 business days. License Agreement If the parties mutually sign a content license agreement in connection with the execution of this order, the attached signed content license agreement will apply. Limits Li:1 Wd SI inriZL„ fie y �ij�k Rm e" There is no limitation to the exporting or printing of public company fundamental data. Authorized Users may not export or print more than 1,000 rows of company, deal, or fund data per day. Authorized Users may not export or print more than 500 rows of people data per day. Authorized Users may not export or print more than 2,000 rows of company, deal, or fund data per month. Authorized Users may not export or print more than 1,000 rows of people data per month. Licensee may not use printing and downloading rights to compile a quantity of data that has significant independent commercial value. PitchBook I Platform Order Form Page 2 of 4 Additional Terms • Licensee represents that all of its Authorized Users are sophisticated professionals who are able to assess the merits of PitchBook, their own information needs, and the adequacy of the information provided to them. • PitchBook may terminate Licensee's access to LCDcomps.com during the term of this Agreement. ** Content License Agreement follows ** PitchBook I Platform Order Form Page 3 of 4 CONTENT LICENSE AGREEMENT This Content License Agreement (this "Agreement") is agreed to by PitchBook Data, Inc., a foreign profit corporation with address at 22 W. Washington Street Chicago, IL 60602 ("PitchBook"), and the City of Miami, a municipal corporation of the State of Florida, with address at 444 SW 2°' Avenue, Miami, Florida 33130 ("City" or "Licensee"). 1. License Content License & Order Form PitchBook agrees to deliver the data detailed in the Order Form, attached and incorporated herein, between Licensee and PitchBook ("Order Form") to Licensee through the method identified in the Order Form. For the purposes of this Agreement, "Content" means the information delivered to Licensee in connection with the Order Form. PitchBook grants Licensee a limited license during the term described in an Order Form to access the Services and use the Content as permitted in Section 3 and as may be additionally permitted by the Order Form. To the extent there is a conflict between any terms of this Agreement and the terms of the Order Form, the terms of the Order Form will control. 1.2. Services For the purposes of this Agreement, "Services" means the delivery of the Content and any provision by PitchBook of technology used to access the Content. PitchBook may modify the Services or Content at any time, provided that no such modifications materially degrade the Services. 1.3. Affiliates The parties' affiliates may agree to the terms of this Agreement by executing the mutually agreed Order Form, attached and incorporated herein that references this Agreement. If the licensor entity is an entity other than PitchBook Data, Inc., Licensee agrees that PitchBook Data, Inc. may enforce the rights of the PitchBook licensor entity identified on the Order Form with respect to that Order Form. If different Licensee affiliates execute different Order Forms under this Agreement, only the Licensee entity that executed the Order Form will be liable for the Licensee activity associated with the Order Form attached and incorporated herein. 2. Authorized Users An "Authorized User" is an employee of Licensee who is a natural person, who works within the organization listed on the Order Form, and who is designated by Licensee as an Authorized User under this Agreement. Except as otherwise agreed in this Agreement or the Order Form, only Authorized Users may view or access Content. All Authorized Users must only access the Services using SSO or an email address at Licensee's Internet domain and only use the Content PitchBook Data Inc. I Content License Agreement I October 2022 Page / of 15 and Services on behalf of Licensee. Seats licensed for Authorized Users may be reassigned once per quarter if the seat is being assigned to a new employee or an employee taking on a new role. Licensee is responsible for all use of the Content or Services by any Authorized User. Licensee must promptly notify PitchBook in writing if Licensee is aware of any unauthorized access or use of the Content or Services. 3. Allowed Usage 3.1. Use for Internal Business Operations Subject to Section 4, the Services and Content may only be used for Licensee's internal business operations. An Authorized User may view, download, and manipulate the Content for Licensee's internal business operations. 3.2. Use of Content in Work Product 3.2.1. Definitions "Work Product" means presentations, reports, or other documents or communications prepared by Licensee in accordance with this Agreement that contain Raw Data or Derived Data, as defined in this Agreement. "Derived Data" means data that: (A) is created by an Authorized User; (B) contains Content as one or more inputs; (C) is sufficiently transformed so that any Content on which the data is based cannot be readily understood, reverse engineered, disassembled, or decompiled by someone reasonably knowledge of financial services or reasonably skilled in financial services software applications; and (D) is created in accordance with this Agreement. "Aggregated Content" is Derived Data that does not contain data inputs from sources other than the Content. "Raw Data" means unaltered data points from the Content. 3.2.2. Permitted Use of Raw Data in Work Product Authorized Users may incorporate Raw Data into Work Product so long as (A) the quantity of Raw Data incorporated into the Work Product has no material independent commercial value; (B) any Raw Data incorporated into the Work Product accurately reflects the Content; (C) the Work Product is issued in Licensee's name, and not on behalf of a third party; and (D) any incorporated Raw Data includes the following attribution: Source: PitchBook Data, Inc. 3.2.3. Permitted Use of Derived Data in Work Product Authorized Users may incorporate Derived Data into Work Product so long as (B) any Aggregated Content incorporated into the Work Product does not misrepresent the Content; (C) the Work Product is issued in Licensee's name, PitchBook Data Inc. 1 Content License Agreement 1 October 2022 Page 2 of 15 and not on behalf of a third party; and (D) any incorporated Aggregated Content includes the following attribution: Source: PitchBook Data, Inc. 3.2.4. Publication of Work Product Subject to the terms of this 3.2.4, Work Product created in accordance with this Agreement may be freely shared internally and externally. If Licensee intends to publish Work Product containing Aggregated Content to more than 5,000 people who are not employed by Licensee, Licensee will provide the Aggregated Content to PitchBook in advance of publication so that PitchBook can attempt to verify that the Aggregated Content accurately reflects the Content, subject to the provisions of Chapter 119 Florida Statutes. If PitchBook communicates that the Aggregated Content does not accurately reflect the Content, Licensee must update the Aggregated Content prior to external publication. If PitchBook makes no comment on the Work Product within five business days of submission to PitchBook, Licensee may proceed with publication. Besides the assistance identified in this Section 3.2.4, if PitchBook assists Licensee in the creation of Work Product, Licensee may be charged additional fees as agreed to in writing by PitchBook and Licensee in a separate Order Form executed by both parties. 3.2.5. Ownership of Work Product Except for PitchBook's rights to Content incorporated into Work Product, as between PitchBook and Licensee, Licensee retains all rights to Work Product it has authored in accordance with this Agreement. 3.3. Reservation of Rights Except as expressly provided in an Order Form or this Agreement, as between Licensee and PitchBook, all rights in the Services or Content belong to PitchBook. Licensee obtains no other rights to the Services or Content and waives any rights in suggestions related to the Services the Licensee or Authorized Users provides to PitchBook. 4. Prohibited Usage 4.1. No Uses Competitive with PitchBook Licensee may not to use the Content in furtherance of a Competitive Product. A "Competitive Product" is a product or service that provides information substantially similar to information marketed and licensed by PitchBook as of the start date of a given Order Form (the "Effective Date"). The Content may not be used for any competitive analysis of how PitchBook's products or services compare to a Competitive Product. 4.2. Limitation on Distribution Except as explicitly allowed under Section 3 or an Order Form, Licensee may not transfer, sell, rent, distribute, display, or disclose any portion of the Services or Content PitchBook Data Inc. I Content License Agreement I October 2022 Page 3 of 1s to anyone except other Authorized Users under that Order Form. Only the number of Authorized Users designated in an Order Form may access the Services or Content for the Licensee. Notwithstanding the aforementioned, the parties acknowledge that the public shall have access, at all reasonable times, to this Agreement and any related documents subject to the provisions of Chapter 119, Florida Statutes, and the parties agree to allow access by each other and by the public to all documents subject to disclosure under applicable law. IF PITCHBOOK HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO PITCHBOOK'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 250- 5400, j. FO EN TUREMIA.ORG,AND 3500 PAN AMERICAN DRIVE, MIAMI, FL 33133, OR AT (305) 416-1800, PUBLICRECORDS@MIAMIGOV.COM, AND 444 S.W. 2"° AVENUE, SUITE 945, MIAMI, FL 33130. 4.3. No Technological Attacks 4.3.1. No Reverse Engineering Except as expressly permitted in the Order Form or this Agreement, Licensee agrees not to modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services. 4.3.2. No Scraping Licensee may not use or attempt to use any deep -link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, slow, or monitor any portion of the Content or Services. If Licensee intentionally collects Content from the Services in violation of this Section 4.3.2, Licensee will promptly, upon receipt of an invoice, delete such collected Content and be liable for the full amount of this Agreement or any other remedies provided for under the law. 4.4. Unauthorized Access Licensee may not violate the security of the Services or attempt to gain unauthorized access to PitchBook's systems. Authorized Users may not disclose log -in credentials or passwords to the Services to anyone. 4.5. No Violations of Third -Party Intellectual Property Licensee may not use the Services or Content in a manner that infringes or violates the intellectual property or proprietary rights of PitchBook or any third -party, including, without limitation, the rights of privacy or publicity. Licensee must not remove or PitchBook Data Inc. I Content License Agreement I October 2022 Page 4 of 15 obscure the copyright, trademark, service mark, or other notices contained in the Services or Content. 4.6. No Use in Databases Except as explicitly permitted through the Order Form, Licensee may not input any Content into a customer relationship management application or other database. 4.7, Prohibition of Machine Learning Except as explicitly permitted in the Order Form, Licensee may not to use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics, or other artificial intelligence, 4.8. No Use in Violation of Laws Licensee may not use the Services or Content in any manner that is unlawful. 4.9, No Offering of Securities Licensee may not use the Services or Content in such a way as to be.deemed to be engaging in the offering or solicitation of investments in unregistered securities or to be using the Services or Content for any other unlawful investment purposes. For the absence of doubt, PitchBook agrees that Licensee may use Content in presentations to potential investors in accordance with Section 3.2 of the Agreement or Order Form. 4.10. Fund Prior Performance Data Unless Licensee is an accredited investor, Licensee will not access fund prior performance data. Licensee represents to PitchBook that Licensee is an accredited investor under SEC Rule 501. Licensee will promptly notify PitchBook if Licensee ceases to qualify as an accredited investor under Rule 501. If Licensee uses the Services to access any fund's prior performance data, Licensee will not, within 30 days of the Effective Date, purchase securities from an investment fund that has prior performance data on PitchBook unless: (a) Licensee has previously invested in or been solicited by that fund; (b) Licensee had a substantive pre-existing relationship (as defined in C&DI Question 256.31 and C&DI Question 256.291 with that fund prior to purchasing that fund's securities; or (c) Licensee is actively considering an investment in that fund prior to the Effective Date. 4.11. No Use for Credit or Employment Eligibility Licensee may not use the Content as a factor in establishing an individual's eligibility for employment, or for credit or insurance to be used primarily for personal, family, or household purposes. 4.12. Professional Conduct Each party must treat the other party's employees with a reasonable level of cordiality and professionalism. PitchBook Data Inc, I Content License Agreement I October 2022 Page 5 of 15 5. Payment 5.1. Fees Licensee will pay PitchBook the fees ("Fees") agreed in the Order Form, attached and incorporated herein, If Licensee breaches this Agreement with PitchBook, PitchBook may suspend Licensee's access to the Services and any unpaid Fees will be due immediately. 5.2. Taxes 5.3. Fees for Subsequent Terms Unless otherwise provided in the Order Form, the fees listed in the Order Form are valid for a period of one-year, and shall not extend beyond March 29, 2024. 6. Upload and Personalization Features PitchBook does not claim an ownership interest in any non-public data or content not originally sourced from PitchBook, its affiliates, or any of their suppliers, that is separately added by Licensee or its Authorized Users to the Services ("Licensee Data"). If activated, some Services may permit Authorized Users to upload Licensee Data. PitchBook has no control over the content of Licensee Data and accepts no responsibility for its accuracy, completeness, or timeliness. Licensee grants PitchBook a limited license to display the Licensee Data to Licensee's Authorized Users, or as provided in the Services. Licensee is solely responsible for any use it makes of Licensee Data, and for ensuring that Licensee Data complies with all applicable laws and regulations and does not violate any third -party rights. 7. Term & Termination 7.1. Term of This Agreement This Agreement will remain effective for 12 months from the date of Client's signature, unless terminated in accordance with Section 7.3. 7.2. Term of Order Forms The Order Forms will remain in effect for the duration of the term provided. 7.3. Termination 7.3.1. Upon Conclusion of Order Form Term This Agreement will terminate 12 months from the date of Client's signature. 7.3.2. For Breach Either party may terminate this Agreement and the Order Form if the other party materially breaches its obligations under this Agreement, or the Order PitchBook Data Inc. I Content License Agreemel It I October 2022 Page 6 of 15 Form, and does not cure such breach within 30 days of receiving a written notice specifying the breach. 7.3.3. For Bankruptcy Either party may terminate upon written notice if the other party files for bankruptcy, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes insolvent. 7.4. Effect of Termination of Services If Licensee terminates the services being provided under the Order Form: (A) The license granted in Section 1 of this Agreement terminates with respect to the Services and Content associated with the Order Form; (B) Licensee must immediately stop accessing, using, and storing such Content and Services; (C) Licensee must take commercially reasonable efforts to promptly expunge the Content from its possession; and (D) Despite parts (B) and (C) above, (1) Licensee may continue using Work Product created during the Term in accordance with this Agreement; and (2) Licensee may retain Content as reasonably needed for archival or regulatory purposes so long as no continued use is made of the Content. 7.S. Effect of Termination of this Agreement Sections 1.3, 3-4, 8-12, 14-17, and 20-17 will survive the expiration or termination of this Agreement. 8. Confidential Information 8.1. Confidential Information Defined "Confidential Information" means commercially sensitive or valuable information that is disclosed by PitchBook to Licensee or disclosed by Licensee to PitchBook in the course of entering into or performing this Agreement. 8.2. Exclusions from Confidential Information Information is excluded from the definition of "Confidential Information" if it is: (A) already in the public domain; (B) lawfully obtained from a third party; (C) lawfully known to the receiving party prior to the disclosure by the other party; or (D) independently developed by the receiving party without reference to the other party's Confidential Information. 8.3. Use of Confidential Information PitchBook and Licensee will not use or disclose the Confidential Information disclosed by the other party except (A) as expressly permitted by this Agreement, (B) as reasonably needed by PitchBook to perform its obligations under this Agreement or improve its PitchBook Data Inc. I Content License Agreement I October 2022 Page 7 of 15 services, (C) either party may disclose Confidential Information as reasonably needed to enforce its rights under this Agreement, and (D) either party may disclose Confidential Information if required to do so by a subpoena, court order, or the provisions of Chapter 119 Florida Statutes. If a party is obligated to disclose Confidential Information by a subpoena or court order, such party will promptly notify the other party of such pending disclosure in sufficient detail so that the disclosure may be objected to or that remedial actions may be taken. 8.4. Care of Confidential Information PitchBook and Licensee will each protect Confidential Information disclosed by the other party from unauthorized disclosure with the same degree of care as it uses with respect to its own Confidential Information, but in no event less than a reasonable degree of care. 9. Representations & Warranties 9.1. Licensee's Representations and Warranties Licensee represents and warrants to PitchBook that Licensee has the necessary authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly authorized and executed by Licensee. 9.2. General Disclaimer of Warranties The Services and Content are provided to Licensee on an "As -Is" and "As Available" basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Content or the Services. PitchBook has not and cannot make any guarantee that the Content is an accurate reflection of real - world facts. 9.3. Disclaimer of Specific Warranties Without limiting the general nature of Section 9.2, PitchBook makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Content or the Services, and PitchBook expressly disclaims any condition of quality and implied warranties of title, non -infringement, accuracy, merchantability, or fitness for a particular purpose. Licensee represents that it has not relied upon any warranty or representation made by PitchBook except as specifically stated in this Agreement. 10. Indemnification and Insurance 10.1. PitchBook's Promise to Indemnify PitchBook will defend and indemnify Licensee from any third -party claims, costs, reasonable attorneys' fees, damages, or other liabilities that arise out of third -party claims that PitchBook's Services infringe upon such third party's patent, trademark, PitchBook Data Inc. I Content License Agreement I October 2022 Page 8 of 15 copyright, or other intellectual property rights. For the purposes of this Section 10.1, "Licensee" includes any directors, officers, employees, or agents of Licensee. 10.2 Insurance PitchBook represents that it has $5,000,000 in general aggregate insurance, with a $1,000,000 per occurrence limit. Additionally, PitchBook represents that it has (1) a $5,000,000 cyber, security, privacy, media, and professional liability insurance policy; and, (2) a $5,000,000 excess cyber, security, privacy, media, and professional liability policy. PitchBook represents that it does not intend to reduce its policy limits during the term of this agreement. Pitchbook shall provide the City with a certificate of insurance pursuant to Insurance Exhibit A. 11. Limitation of Liability No Liability for Fault with Content Except as expressly agreed otherwise in this Agreement, (A) the Content and the Services are provided "as -is" and "as available," and (B) PitchBook will not be liable for any damages incurred by Licensee or that result from Licensee's use of the Content. 11.2. Categorical Limitation on Damages Except for a party's gross negligence or willful misconduct, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. 11.3. Limitation on Liability Except fo gross negligence or willful misconduct, PitchBook's liability under this Agreement shall be limited to insurance limits provided under PitchBook's policies. 12. Securities Matters 12.1 No Offer of Securities The Services and Content are for informational purposes only. Nothing in the Content constitutes or should be construed as: (A) a solicitation or offering of any investment or securities or a recommendation to acquire or dispose of any investment or security; or (B) the provision of any financial, tax, legal, or other advice. 12.2 No Investment Advice Nothing in the Services or Content will be deemed to constitute: (A) information that specifically addresses any specific individual's investment objectives, financial situation, or the particular needs of any specific person who may receive the Services or Content; (B) establishing an advisory relationship; or (C) a transaction in securities for the account of others. PitchBook Data Inc. I Content License Agreement I October 2022 Page 9 of 15 12.3Independence None of PitchBook's directors, officers, employees, or agents (A) acts on behalf of any other entity in providing information in the Content, (B) is paid to market securities to investors, (C) participates in negotiations between an entity providing information in the Content and any investor, (D) handles any money or securities in transactions between investors and any entity providing information in the Content, or (E) assists any entity providing information in the Content with the completion of any securities transactions between such entity and an investor. 13. Links to Third -Party Sites The Services or Content may contain links to other web sites ("Linked Sites"). The Linked Sites are not under PitchBook's control and PitchBook is not responsible for any Linked Sites. PitchBook provides these links only as a convenience, and the inclusion of any link is not an endorsement by PitchBook or indication of any association with its operators. 14. Assignment Neither party may assign its rights or obligations under this Agreement without the other party's written consent. Neither party may unreasonably withhold consent. Despite the previous two sentences, PitchBook may assign its rights to collect payment owed under this Agreement. 15. Waiver For a party to waive its rights under this Agreement, such waiver must be in writing. Any waiver will be construed as narrowly as reasonably possible. 16. Notice Notices required under this Agreement may be sent to the email or physical address included on the Order Form. All notices will be deemed received two days after the day on which they are physically sent, the day on which they are emailed, or the day on which the courier service estimates delivery, whichever is later. A party may update its contact information for notifications by sending a notice of the updated contact information to the other party in accordance with this Section. 17. Excuses for Failure to Perform Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is directly caused by unforeseeable events beyond the party's control. If such even prevents PitchBook from continuing to perform its obligations to provide services under an Order, then the respective Order will terminate and PitchBook will refund Licensee the pro -rated amount of Fees paid for the remainder of the term. 18. Relationship of the Parties Nothing in this Agreement will be construed to create a legal partnership or joint venture between the parties. 19. Entire Agreement This Agreement together with the Order Form and the DPA referenced in Section 27 below PitchBook Data Inc. I Content License Agreement I October 2022 Page 10 of 10 constitutes the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any prior agreement between the parties with respect to the subject matter of this Agreement. Any Licensee terms provided to PitchBook through Licensee's purchase order or web portal are of no force as between PitchBook and Licensee. 13. Amendment This Agreement may be amended only in a writing signed by an authorized representative of both parties. 14. Waiver of Class Action Except as otherwise specifically prohibited by applicable law, all disputes arising from or related to this Agreement will be adjudicated on an individual basis and not in a class or representative action or as a member of a class, mass, consolidated or representative action, irrespective of the forum in which such disputes are heard. Licensee will not join any of its claims related to this Agreement with the claim or claims of any other person or entity. 15. Choice of Law This Agreement will be construed and enforced in accordance with the laws of the State of Florida, without reference to its choice of law principles. 16. Jurisdiction & Venue The parties will resolve any disputes related to this Agreement in the state or federal courts located in Miami -Dade County, Florida. Each party consents to the jurisdiction of these courts and irrevocably waives any objection to resolving a dispute related to this Agreement in these courts. 17. Export Control Compliance Licensee agrees to comply with all relevant export and trade control laws, regulations, or requirements of the United States and other relevant jurisdictions, including, without limitation, the U.S. Export Administration Regulations (15 C.F.R Part 730 et seq.) and U.S. economic sanctions and embargoes (codified in 31 C.F.R Chapter V). Without limiting the general nature of the previous sentence, Licensee agrees to comply with all relevant laws goveming Licensee's purchase, receipt, use, disclosure, or re-export of any goods (including any hardware, software or technology) provided to it under this Agreement. 18. Attorney Fees and Costs In any civil action or other proceedings between the parties arising out of this Agreement, each party shall bear its own attorney's fees and costs. 19. Recognition PitchBook may not use Licensee's name and logo on PitchBook promotional materials to identify Licensee as a client of PitchBook without Licensee's prior written approval. PitchBook Data Inc, I Content License Agreement I October 2022 Page 11 of 11 20. LCD Terms 20.1. Third Party Terms With respect to any LCD content accessed by Licensee, Licensee agrees to the additional third -party terms available at pitchbook.com/Icd-third-party-terms. 20.2. Index Data Use of the levels and constituents data for the leveraged loan indexes, i.e., performance, holdings, and weights ("Index Data"), outside of Icdcomps.com, pitchbook.com, or other applications provided by PitchBook in connection with the Services, requires a direct license from Morningstar. Authorized Users are only permitted to view or receive the Index Data in the form in which it is provided or presented for internal informational purposes and may not redistribute, manipulate, or create derivations of Content from the Index Data unless separately licensed by Morningstar for such use. 21. Data Security and Privacy PitchBook will maintain reasonable physical and technical safeguards to prevent the unauthorized disclosure of or access to Licensee Data. PitchBook may_suspend an Authorized User's access if PitchBook reasonably determines that it needs to do so in order to maintain the security of the Services or Content. Where Licensee is the source of personally identifiable information of data subjects ("PII"), and the PII is provided to PitchBook for the purpose of entering into or performing this Agreement, the parties incorporate the data protection agreement, including the Standard Contractual Clauses and UK Addendum, available at pitchbook.com/dpa. 22. Counterparts and Electronic Signatures This Agreement may be may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. PitchBook Data Inc. I Content License Agreement I October 2022 Page12 of 15 By signing below each party acknowledges that it has read, understood, and agreed to all the terms of this Agreement. PitchBook Data, Inc. Signature a24A4zif. yadt, Name and title (U/ June 10th, 2024 Date ATTEST: Todd B. Hannoh — City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: George K. Wysong III City Attorney TMF 24-1106 PitchBook Data Inc. I Content License AgreemenY rCicio k022- H Steven Yang Managing Director Name and title Date THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: Arthur Nor ga City Manager APPROVED AS TO INSURANCE REQUIREMENTS: BY: Ann -Marie Sharpe Director of Risk Management Page 13 of 15 Exhibit A INSURANCE REQUIREMENTS- PITCHBOOK DATA, INC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 5,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $5,000,000 $5,000,000 III. Network Security and Privacy Injury (Cyber Liability) Each Claim $5,000,000 Policy Aggregate $5,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. PitchBook Data Inc. I Content License Agreement I October 2022 Page 14 of 15 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Gnide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are snbject to review and verification by Risk Management prior to insurance approval. PitchBook Data Inc. I Content License Agreement I October 2022 Page 15 of 15 ® A � `v(J/R CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 11/2/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RSC Insurance Brokerage, Inc. P 0 Box 419013 Kansas City MO 64141-6013 CONTACT Anita Maples PHONE FAX (Alc. No. Ext): 816-843-4632 (A/c. No): 816-472-5018 ADDRESS: amaples@risk-strategies.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Zurich American Insurance Company 16535 INSURED PITCDAT-01 P901 Fifth venDatue nc #1 901 Fifth Avenue #1200 Seattle WA 98164 INSURERS: LIBERTY MUTUAL INSURANCE COMPANY * 23043 INSURER C : American Guarantee & Liability Insurance Company 26247 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 517190685 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DDIYYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY CPO 5639235 - 01 10/30/2023 10/30/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RETED PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY BAP 5630283 - 01 10/30/2023 10/30/2024 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE AUC 5607489-01 10/30/2023 10/30/2024 EACHOCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENT ON $ an WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT -- -- - - - $ - - - - E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Crime FI3CABLGN0005 2/21/2023 2/21/2024 Limit $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION ***Evidence of Coverage*** SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACR OO® t� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Chicago IL Office 200 East Randolph Chicago IL 60601 USA CONTACT PHON: FAX (866) 283-7122 (A/C. (800) 363-0105 ( E-MAILA//cC.No.Ext): ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Morningstar Inc 22 W Washington Street Chicago IL 60602 USA INSURER A: American Zurich Ins Co 40142 INSURERB: Columbia Casualty Company 31127 INSURERC: A11lanZ Global Risks US Insurance Co. 35300 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570107091371 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DDTYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE I I OCCUR El PREMS RENTED PREMISES ( (Ea occurrence) MED EXP (Any one person) PERSONAL B ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE PRO - POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) - ANY AUTO BODILY INJURY ( Per person) OWNED - SCHEDULED AUTOS BODILY INJURY (Per accident) - AUTOS ONLY HIRED AUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) UMBRELLA LAB OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS -MADE AGGREGATE DED I RETENTION A WORKERS EMPLOYERS' LIABILSA IONANDITY wC067050002 08/01/2023 08/01/2024 X PERSTATUTE 'OTH ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER Y/N N N / A E.L EACH ACCIDENT $1,000,000 (Mandatory in NH) describe E.L DISEASE -EA EMPLOYEE $1,000,000 under DySc DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY UMIT $1,000,000 B Cyber Liability 752294110 SIR applies per policy terms 08/22/2023 & condikions 08/22/2024 Primary $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101 Additional Remarks Schedule, may be attached If more space Is required) PitchBook Data, Inc. is covered by the above mentioned policies maintained by Morningstar, Inc. Cyber policy includes coverage for technology errors & omissions under the Technology and Professional Liability insuring agreement. Tech E&0 covers damages and claims made against the insured alleging an act, error or omission in the conduct of technology services (including internet services and telecommunication services) and the failure technology products for others. Named Insured Includes: wholly -owned UK subsidiaries of Morningstar, Inc., are insured under both the locally -admitted Chubb UK Elite Investment Management Insurance policy, UKFIND13671, and the additional investment management cover purchased by Morningstar, Inc., in the U.S., Morningstar Investment Management Europe, Ltd., Morningstar Wealth Administration, Ltd., Morningstar Retirement CERTIFICATE HOLDER CANCELLATION Morningstar, Inc. 22 W. Washington Street Chicago IL 60602 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Holder Identifier : 570107091371 Certificate No : AUTHORIZED REPRESENTATIVE eXL'o� Mr.d.sltteELtO LLa eJ97W ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO AGENCY CUSTOMER ID: 570000006788 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services central, Inc. NAMED INSURED Morningstar Inc POLICY NUMBER See Certificate Numbe 570107091371 CARRIER see Certificate Numbe 570107091371 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE POLICY EXPIRATION DATE (MMJDD/YYYY) LIMITS OTHER ,,..nhieerr. n) C cyber Liability - Excess usF00551023 08/22/2023 08/22/2024 Excess $5,000,000 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved 570000006788 AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Central, Inc. NAMED INSURED Morningstar Inc POLICY NUMBER See certificate Number: 570107091371 CARRIER see Certificate Number: 570107091371 NAIC CODE EFFECTIVE DATE. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Description of Operations / Locations /Vehicles: Services, Ltd., Smart Investment Management, Ltd. and Morningstar Wealth International Ltd. PitchBook Data, Inc. is covered by the above mentioned policies maintained by Morningstar, Inc. ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. «PitchBook PitchBook Data, Inc. 901 Fifth Ave, Suite 1200 Seattle, WA 98164 SEATTLE I SAN FRANCISCO I NEW YORK I LONDON Re: Steven Yang as Authorized Company Signatory To Whom It May Concern: February 26, 2024 My name is Kyle Hulten, I'm corporate attorney for PitchBook Data, Inc. My Washington State bar license number is #44361, and you can verify my status as counsel for PitchBook at the Washington State Bar Association website via this link: https://www.mywsba.org/Personifyl :business /LegalDirectory/LegalProfile.aspx?tTsr I1)=0000000 44361 This document serves to evidence that Steven Yang, Managing Director, Account Management & Customer Success at PitchBook Data, Inc. has the authority to contractually commit PitchBook to agreements under which PitchBook is obligated to provide data services and to execute any documents related to such agreements on PitchBook's behalf. Sincerely, Kyle Hulten Corporate Attorney PitchBook Data, Inc. kyle.hulten@pitchbook.com PitchBook Data, Inc. I Steven Yang Signing Authority Page 1 of 1 6/7/24, 10:48 AM Detail by Entity Name DIVISION OF COP.PORATIONS '� J1'f1 1Ji 1 of ffilv1/.0rg � �'P ,s\r['(Ji I cui (*MI of Florida webrire Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation PITCHBOOK DATA, INC. Filing Information Document Number F18000002658 FEI/EIN Number 20-8625316 Date Filed 06/05/2018 State DE Status ACTIVE Principal Address 901 Fifth Ave. Ste 1200 Seattle, WA 98164 Changed: 04/04/2024 Mailing Address 901 Fifth Ave. Ste 1200 Seattle, WA 98164 Changed: 04/04/2024 liegistered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 09/18/2023 Address Changed: 09/18/2023 Officer/Director Detail Name & Address Title CEO Gabbert, John 901 Fifth Ave. Ste 1200 Seattle, WA 98164 https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=lnitial8searchNameOrder=PITCH BO.. 1/2 6/7/24, 10:48 AM Detail by Entity Name Title Secretary Koyner, Robyn 22 West Washington Street Chicago, IL 60602 Title Director Kapoor, Kunal 22 West Washington Street Chicago, IL 60602 Title COO Diefendorf, Rod 901 Fifth Ave. Ste 1200 Seattle, WA 98164 Annual Reports Report Year Filed Date 2022 04/20/2022 2023 03/18/2023 2024 04/04/2024 Document Images 04/04/2024 — ANNUAL REPORT View image in PDF format 09/18/2023 — Reg. Agent Change View image in PDF format 03/18/2023 --ANNUAL REPORT View image in PDF format 04/20/2022 --ANNUAL REPORT View image in PDF format 04/27/2021 --ANNUAL REPORT View image in PDF format 05/01/2020 —ANNUAL REPORT View image in PDF format 01/18/2019 — ANNUAL REPORT View image in PDF format 06/05/2018 — Foreign Profit View image in PDF format Flaiaa Depai tnlent of State, Division of Curpo,ations https://search.sunbiz.org/Inquiry/CorporationSearch/SearchRes ultDetail?inquirytype=EntityN ame&d irectionType=Initial&searchN ameOrder--PITC H BO... 2/2 10/5/23, 2:24 PM Miami, FL Code of Ordinances Sec. 18-72. -Application and exclusions. (a) Application. Regardless of the source offunds, including state and federal assistance monies, and except as otherwise specified by law, the provisions of this article shall apply to every purchase/procurement by: (1) All city entities or boards, as hereinafter defined, including the community redevelopment agencies. (2) The Downtown Development Authority, the department of off-street parking, Liberty City Community Revitalization Trust, Civilian Investigative Panel, Bayfront Park Management Trust, and Virginia Key Beach Park Trust (each referred to herein as the "board" or "city entity," as applicable); provided, however, that: a. With respect to each board, the following terms shall have the meanings ascribed to them in this section: 1. "City" shall mean the board. 2. "City manager" shall mean the executive director of the board. 3. "Chief procurement officer" shall mean the executive director of the board or his or her designee. 4. "City commission" shall mean the board of directors of the board. b. The cone of silence shall not apply to any board or city entity set forth in subsection 18- 72(21 herein or the community redevelopment agencies. (b) Exclusions. This article shall not apply to: (1) Procurement of dues and memberships in trade or professional organizations; registration fees for trade and career fairs; subscriptions for periodicals and newspapers; advertisements; postage; abstracts of titles for real property and title searches; title insurance for real property; water, sewer, electrical and gas utility services; cable television services; internet services; Iandline voice over Internet provider (VOiP) and wireless communication services; alarm monitoring, inspection, and maintenance services; water delivery services; copyrighted materials or patented materials including, but not limited to, technical pamphlets, published books, maps, testing or instructional materials; fees and costs of job -related seminars and training. (2) The sale or lease of city -owned real property, as these are governed by the provisions of 3f(iii) and Section 29 A-D of the City Charter and chaP-ter 18, article Vofthe City Code. (3) Goods purchased with petty cash in accordance with established city procedures. (4) Items purchased for resale to the general public. (5) Purchase of groceries. about:blank 1/3 (6) Artistic services or works of art, including, but not limited to, all performing, fine, and written works of art. (7) Hotel accommodation and services. (8) Public -owned transportation. (9) Purchase of tickets for special events, tourist attractions and amusement parks. (10) City -sponsored events at hotels, motels, restaurants, or other similar venues not owned by the city. (11) Entertainment services for city -sponsored events, including performing works of art and disc jockey services. (12) Purchases of motor vehicle license plates from a governmentally regulated monopoly or a government agency. (13) Travel on city business as provided in APM-77, as amended. (14) Persons or firms retained as expert consultants, as defined ir.ection 18-73, "Definitions", and section 18-116, "Persons or firms retained as expert consultants." (15) Maintenance and licensing agreements and upgrades to support continued, on -going use of proprietary software applications, the original software purchase of which was procured and approved fully in accordance withchaP-ter 18, article III of the City Code. (16) Legal services coordinated by and through the office of the city attorney citywide, including, but not limited to, attorney services, paralegals, expert witnesses, jury consultants, legal support services, legal research, court reporters and stenographers. (17) Water, sewer, electrical, telecommunications or utility relocation agreements within a prior approved easement, the construction relocation of which must be performed by the water, sewer, electrical, telecommunications or a utility owner's representative. (18) Actuarial services procured in accordance with subsectior.I0-196(b)(61 of the City Code. (19) Community Development Block Grant ("CDBG"), Housing Opportunities for People With AIDS ("HOPWA"), Emergency Shelter Grant ("ESG"), Neighborhood Stabilization Program ("NSP"), HOME, and similar programs (collectively "Community and Economic Development Programs"), providing however, that community and economic development programs shall follow 2 CFR part 200, as applicable, and as may be amended and supplemented from time to time. (20) Aggregate of anti -poverty initiative funds in an amount up to $50,000.00 in any single city fiscal year to any single entity. (21) Aggregate of Social Service gap funds in an amount up to $50,000.00 in any single city fiscal year to any single entity. 22` Matchingfundgrant agreements to the city, inclusive of anycityagency or instrumentality. ,t:i• 9 Y 9 Y For purposes of this subsection, matching fund grant agreements shall mean aboutblank 2/3 10/5/23, 2:24 PM Miami, FL Code of Ordinances those eligible matching fund grant agreements, processed through and approved by the city office of grants administration or similar city department, where a grant is provided to the city requiring a city payment of matching funds in an amount or value equal to that of the grant The grant required city match may be in the form of funds or in -kind goods or services as provided in the matching fund grant agreement, The exclusion to the city's procurement ordinance for matching fund grant agreements, as amended, shall extend to advertising of the same including, but not limited to, social media platforms, press releases, public relations, etc. as required or contemplated by the matching fund grant agreement. The exclusion above for the advertising of matching fund grant agreements shall only apply to the city's procurement ordinance, and any applicable competitive solicitation requirements as imposed by such agreements or federal, state or county laws shall continue to apply. (23) Aggregate of economic accessibility initiative funds in an amount up to $50,000.00 in any single city fiscal year to any single entity. (24) Aggregate of Miami For Everyone funds in an amount up to $50,000.00 in any single city fiscal year to any single entity. (Ord. No. 12271, § 2, 8-22-02; Ord. No. 12354, § 1, 4-10-03; Ord. No. 13380, § 2, 5-9-13; Ord. No. 13586, § 2, 1-28-16; Ord. No. 13744, § 2, 2-8-18; Ord. No. 13773, § 2, 6-28-18; Ord. No.13801, § 4, 10-25-18; Ord. No. 13934, § 2, 10-22-20; Ord. No.14068, § 2, 5-12-22; Ord. No.14086, § 4, 9-13-22; Ord. No.14165, § 2, 4-27-23) Li • 1 Wci aboutblank 3/3